Attached files
| file | filename |
|---|---|
| EX-3.II - REGISTRANT'S BY-LAWS, AS AMENDED THROUGH JANUARY 20, 2011 - PALL CORP | exhibit3ii.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 20, 2011
PALL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 001- 04311 | 11-1541330 |
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer |
| of incorporation) | Identification No.) | |
| 25 Harbor Park Drive, Port Washington, NY | 11050 | |
| (Address of principal executive offices) | (Zip Code) | |
| (516) 484-5400 | ||
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 20, 2011, the Board of Directors (the “Board”) of Pall Corporation (the “Registrant”) approved amendments to the Registrant’s By-Laws. The amendments, which are effective immediately, (i) permit the Board to separate the roles of chairman and chief executive officer; (ii) allow the office of chief executive officer to be an “Elected Officer” of the Registrant; and (iii) clarify the Registrant’s officer designations such that the Registrant has Elected Officers who are appointed by the Board and “Appointed Officers” who are appointed by the chief executive officer.
The foregoing description of the amendments to the Registrant’s By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached hereto as Exhibit 3(ii) and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||
| 3(ii) | Registrant’s By-Laws, as amended through January 20, 2011. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Pall Corporation | ||
| /s/ Francis Moschella | ||
| January 26, 2011 | Francis Moschella | |
| Vice President – Corporate Controller | ||
| Chief Accounting Officer | ||
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INDEX TO EXHIBITS
| Exhibit | |||
| Number | Description | ||
| 3(ii) | Registrant’s By-Laws, as amended through January 20, 2011. | ||
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