The
Company is continuing to investigate these actions and insofar as the
investigation is not yet complete, investors are cautioned as to reliance
upon
this preliminary assessment. The Company will file Current Reports on
Form
8-K to the extent that its investigation reveals material changes to the
data presented above. Additionally, the Company will file Amended Quarterly
Reports on Form 10-Q for the interim periods indicated, and an Amended
Annual
Report on Form 10-K for the fiscal year ended January 31, 2007, as soon
as
practicable.
In
connection with these findings, Company management, in accordance with
Section
404 of the Sarbanes-Oxley Act of 2002, has re-evaluated the effectiveness
of its
internal control over financial reporting with respect to the indicated
fiscal
periods. Based upon such re-evaluation, management has determined that
the
findings demonstrate the existence of a material weakness within its
internal
control over financial reporting for the fiscal periods indicated. The
Company
has already taken remedial action to address the indicated areas of material
weakness, and should the Company’s investigation reveal additional areas of
material weakness, the Company will take remedial action with respect
thereto.
The
Company has voluntarily contacted the Securities and Exchange
Commission and the New York Stock Exchange with respect to these
matters.
Safe
Harbor Statement Under the Private Securities Litigation Reform Act of
1995:
This
Current Report contains forward-looking statements within the meaning
of the
Private Securities Litigation Reform Act of 1995. Words such as “believes,”
“expects,” “may,” “will,” “should,” “preliminary,” “to date”, and their
variations are intended to identify forward-looking statements. Insofar
as the
Company’s investigation is not complete, the amounts of prematurely recognized
net sales and net income referred to above, and the statements that such
net
sales and net income will be recognized or are expected to be recognized
in
subsequent and/or future fiscal periods, are forward-looking statements.
Additionally, the following are each forward-looking statements: the
statements
with respect to the Audit Committee’s preliminary conclusions as to the nature,
extent and impact of the employee’s actions; statements as to the period in
which the activities discussed above took place; statements as to the
outcome of
any further investigation the Company may undertake; statements as to
the
Company’s ability to file restated financial statements; and statements as to
remedial action taken by the Company to address the indicated areas of
material
weakness in its internal control over financial reporting.
The
statements made in this Current Report speak only as of the date of this
Current
Report and are subject to risks and uncertainties that could cause actual
results to differ materially from those indicated by this Current Report,
including without limitation the further investigation that the Company
is
undertaking with respect to the matters referred to in this Current Report;
potential claims or proceedings relating to such matters, including shareholder,
employee and customer litigation and/or claims and action by the SEC
and/or
other governmental agencies; and actions that may be taken or required
in
connection with the Company’s investigation including the need to restate
financial results for prior periods and the conclusions of the Company’s
management and/or audit committee based upon the results of the
investigation.
For
other
factors that could cause Met-Pro Corporation’s results to vary, please see the
section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for
the fiscal year ended January 31, 2007 and other factors detailed from
time to
time in the Company’s filings with the Securities and Exchange Commission. The
Company undertakes no obligation to revise or publicly update any
forward-looking statement.