SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 11-K
 
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2008
 
or
 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _________ to _________
 

 
Commission file number 001-007763
 

 
A.  Full title of the plan and address of the plan, if different from that of the issuer named below:

Met-Pro Corporation Salaried Employee Stock Ownership Plan
 

 
B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Met-Pro Corporation
160 Cassell Road
PO Box 144
Harleysville, PA 19438
 
 
 






 









MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN


FINANCIAL STATEMENTS


FOR THE YEARS ENDED
JANUARY 31, 2008 AND 2007









    MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

TABLE OF CONTENTS
FOR THE YEARS ENDED JANUARY 31, 2008 AND 2007

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 1 -



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Trustees
Met-Pro Corporation Salaried Employee
  Stock Ownership Plan
Harleysville, PA
 
We have audited the accompanying statement of net assets available for benefits of Met-Pro Corporation Salaried Employee Stock Ownership Plan as of January 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of January 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedules of assets (held at end of year) as of January 31, 2008 and reportable (5%) transactions for the year ended January 31, 2008 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedules are the responsibility of the Plan's management.  The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/ Margolis & Company P.C.
 
Certified Public Accountants
   
Bala Cynwyd, PA
 
May 22, 2008 
 
 
- 2 -

 
MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

 
 
 
 
 
 
 
 
 
 
 
 
JANUARY 31,
 
  2008
 
2007
       
Assets: 
     
   Investments 
$3,404,086
 
$5,103,543
   Other receivable             671   872
   Cash and cash equivalents
6,779
 
251
       
       
   Net assets available for benefits 
$3,411,536
 
$5,104,666
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The notes to financial statements are an integral part of the above statement.
- 3 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 
 
 
 
 
 
 
 
 
 
YEAR ENDED
 
 
JANUARY 31,
 
 
 2008
 
2007
 
         
Additions:
       
   Investment income
$58,480
 
$69,911
 
   Employer contribution 671   872  
   Net appreciation (depreciation) in market (392,950 ) 771,314  
   value of investments        
         
                     Net additions (subtractions) (333,799 842,097  
         
Deductions:
       
   Benefits paid to participants 
1,359,331
 
1,115,344
 
         
         
Net decrease  
(1,693,130
(273,247
)
         
         
Net assets available for benefits:
       
   Beginning of year 
5,104,666
 
5,377,913
 
         
         
         
   End of year
$3,411,536
 
$5,104,666
 
 
 
 
 
 
 
 
The notes to financial statements are an integral part of the above statement.
- 4 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JANUARY 31, 2008 AND 2007


1.
Description of the Plan

The following brief description of the Met-Pro Corporation ("the Company") Salaried Employee Stock Ownership Plan ("the Plan") is provided for general information purposes only.  Participants should refer to the plan agreement for a more complete description of the Plan's provisions.
 
General - The Plan covers all salaried employees who work at least 1,000 hours per year and have attained the age of 21.
 
Contributions - The Company may, at its discretion, contribute from time to time either cash or shares of the Company's common stock.  The Company is not required to make a contribution in any given plan year.
 
Participant accounts - Each participant's account is credited with an allocation of (a) the Company's contribution and (b) dividends.  Allocations are based on participants' earnings or account balances, as defined.
 
The net assets available for benefits at December 31, 2007 and December 31, 2006 include approximately $254,000 and $418,000, respectively, allocated for the accounts of persons who as of or prior to that date had withdrawn from participating in the earnings and operations of the plan.
 
Vesting - The cash and common stock allocated to a participant's account are fully vested upon eligibility for the Plan.
 
Payment of benefits - The vested portion of the amount allocated to a participant's account is distributed to a participant, solely in shares of stock of the Company, within sixty days after the end of the plan year in which a termination event, as defined, occurs.
 
Plan termination - In the event that the Plan is terminated, net assets would be allocated among the participants and eligible beneficiaries in the order provided by the Employee Retirement Income Security Act of 1974 (ERISA).
 
Concentrations - Substantially all of the Plan's assets are invested in Met-Pro Corporation common stock.
 
 
 
2.
Summary of Significant Accounting Policies
 
Investment valuation - The Plan's assets consist principally of Met-Pro Corporation common stock and are valued based on the quoted market price as reported by the New York Stock Exchange for 2008 and 2007.
 
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.
 
- 5 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEARS ENDED JANUARY 31, 2008 AND 2007



 
3.
Investments
 
The Plan's investments as of January 31 representing 5% or more of the Plan's assets are as follows:
   
 
2008
 
2007
     
CURRENT
     
CURRENT
 
COST
 
VALUE
 
COST
 
VALUE
Met-Pro Corporation common
             
  stock, 329,215 and 331,830
             
  shares for 2008 and 2007,
             
  respectively
$1,130,471
 
$3,404,086
 
$1,404,786
 
$5,103,543
 

During the year ended January 31, 2008, there was a four-for-three stock split, which was effective November 14, 2007.
 
 
 
4.
Income Tax Status
 
The Plan has received a favorable determination from the Internal Revenue Service dated November, 2002 indicating that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and is exempt from federal income taxes.
 
 
   
5.
Administration of Plan Assets
 
Certain administrative functions are performed by officers or employees of the Company. No officer or employee receives compensation from the Plan.  Administrative costs to the Plan are absorbed by the Company.
 
 



 

 

- 6 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

EIN: 23-1683282
PLAN #004
SCHEDULE H, ITEM 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
JANUARY 31, 2008

 
 
 
 
 
 
 
 
 
 
 
(a)
 
(b)
 
(c)
 
(d)
 
(e)
                 
       
DESCRIPTION OF INVESTMENT
       
   
IDENTITY OF ISSUE,
 
INCLUDING MATURITY DATE,
       
   
BORROWER, LESSOR
 
RATE OF INTEREST, COLLATERAL,
     
CURRENT
   
OR SIMILAR PARTY
 
PAR OR MATURITY VALUE
 
COST
 
VALUE

                 
*
 
Met-Pro Corporation
 
329,215 shares of common stock,
 
$1,130,471
 
$3,404,086
       
  $.10 par value
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 7 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

EIN: 23-1683282
PLAN #004
SCHEDULE H - ITEM 4j - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED JANUARY 31, 2008

 
 
 
 
 
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
(i)
                                 
                           
CURRENT
   
                   
EXPENSE
     
VALUE OF
   
   
DESCRIPTION OF ASSET
             
INCURRED
     
ASSET ON
   
IDENTITY
 
(INCLUDING INTEREST
             
WITH
 
COST
 
TRANS-
 
NET
OF PARTY
 
RATE AND MATURITY
 
PURCHASE
 
SELLING
 
LEASE
 
TRANS-
 
OF
 
ACTION
 
GAIN
INVOLVED
 
IN CASE OF A LOAN)
 
PRICE
 
PRICE
 
RENTAL
 
ACTION
 
ASSET
 
DATE
 
(LOSS)
                                 
Met-Pro
 
88,383 shares of Met-Pro
 
$328,292
 
$1,359,331
         
$328,292
 
$1,359,331
 
$1,031,039
  Corporation
 
  Corporation common stock
                           
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
SIGNATURES  
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person(s) who administer(s) the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
Met-Pro Corporation Salaried Employee Stock Ownership Plan
       
       
       
 
July 18, 2008
 
By: /s/ Gary J. Morgan  
 
          Date
 
Gary J. Morgan
     
Plan Administrator

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 9 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
EXHIBIT INDEX
 
 
 
 
 
 
 
Exhibit
   
Number
 
Description
     
23.1*
  Consent of Independent Registered Public Accounting Firm
     
* Filed herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 10 -

 
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