Met Pro Corp - Annual Report of Employee Stock Plans (11-K)
July 18 2008 - 2:44PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
[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
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
|
|
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.
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
decrease
|
(1,693,130
|
)
|
|
)
|
|
|
|
|
|
|
|
|
|
|
Net assets
available for benefits:
|
|
|
|
|
Beginning of year
|
5,104,666
|
|
5,377,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
$3,411,536
|
|
|
|
The
notes to financial statements are an integral part of the above statement.
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.
SALARIED
EMPLOYEE STOCK
OWNERSHIP PLAN
NOTES
TO FINANCIAL STATEMENTS - CONTINUED
FOR THE
YEARS ENDED JANUARY 31, 2008 AND 2007
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
|
|
|
|
|
During the year
ended January 31, 2008, there was a four-for-three stock split, which was
effective November 14, 2007.
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.
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
|
|
|
|
|
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
|
MET-PRO
CORPORATION
SALARIED EMPLOYEE STOCK
OWNERSHIP PLAN
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
23.1*
|
|
Consent of
Independent Registered Public Accounting Firm
|
|
|
|
*
Filed herewith
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