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SEC
FILE NUMBER |
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001-04311 |
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CUSIP NUMBER |
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696429307 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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October 31, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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o |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR or the
transition report or portion thereof, could not be filed within the prescribed time period.
Pall Corporation (the Company) is delayed in preparing and filing its quarterly report on
Form 10-Q for the period ended October 31, 2007 because it requires additional time to complete the
required financial statements and restatement described below. The Company cannot predict when it
will complete the restatement, however, it is anticipated to be beyond the permitted extension of
the prescribed due date of December 17, 2007.
On August 2, 2007, the Company disclosed in a Current Report on Form 8-K that the Audit
Committee of its Board of Directors, on the recommendation of management, concluded that the
Companys annual and quarterly financial statements for the fiscal years 1999 through 2006 and for
each of the fiscal quarters ended October 31, 2006, January 31, 2007 and April 30, 2007 should no
longer be relied upon and that a restatement of some or all of those financial statements will be
required. This conclusion resulted from the Companys previously announced understatement of U.S.
income tax payments and of its provision for income taxes, as disclosed in a Current Report on Form
8-K on July 19, 2007.
The understatement relates to the taxation of certain intercompany payable balances that
mainly resulted from sales of products by a foreign subsidiary of the Company to a U.S. subsidiary
of the Company. Under the Internal Revenue Code, these unpaid balances may have given rise to
deemed dividend income to the Company that was not properly taken into account in the Companys
U.S. income tax return and provision for income taxes. The Company has not finally determined the
impact on the Companys provision for income taxes in any period, but it will vary from period to
period depending on the size of the intercompany payable balances at the end of the affected fiscal
quarters, among other factors. Pending final determination of the impact of such understatement,
the Company is unable to complete the restatement referred to
above.
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PART
IVOTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification
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Francis Moschella
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(516)
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484-5400 |
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(Name)
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). |
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Yes
o No þ
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The Company has not filed its Annual Report on Form 10-K for the year ended July 31, 2007.
(3) |
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Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? |
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Yes
þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
As a result of the matters discussed in Part III above, the Company is not able to provide a
reasonable estimate of anticipated changes in results of operations for the period ended October
31, 2006, as compared to its results of operations for the period ended October 31, 2007. Results
for such periods are expected to be affected by the restatement of the Companys provision for
income taxes. Although the impact will vary from period to period for the reasons described above,
the Company cannot at this point exclude the possibility that in some periods it may be
significant. Such results could also be subject to change to reflect any other necessary
corrections or adjustments that are identified prior to the time the Company completes the
restatement and finalizes the related financial statements. The Company will report select
operating highlights for its first quarter ended October 31,
2007 on December 10, 2007.
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