Met Pro Corp - Current report filing (8-K)
August 22 2008 - 3:49PM
Edgar (US Regulatory)
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): August 21, 2008
MET-PRO
CORPORATION
(
Exact name of registrant
as specified in its charter
)
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Pennsylvania
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001-07763
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23-1683282
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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160
Cassell Road, P.O. Box 144
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Harleysville,
Pennsylvania
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19438
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (215) 723-6751
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02. Results of
Operations and Financial Condition.
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On August 21, 2008,
Met-Pro Corporation ("Met-Pro
", the
"Registrant" or the "Company") reported its results of operations for
the second quarter ended July 31, 2008. A copy of
the press release issued by the Company is furnished herewith
as Exhibit 99.1.
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In
addition, the Company held a teleconference call on August 21, 2008
during which members of management discussed the Company's financial
performance for the second quarter ended July 31,
2008
and other matters relating to its business. A copy of the
teleconference transcript is furnished herewith as Exhibit
99.2.
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Item 7.01. Regulation FD
Disclosure.
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On
August 21, 2008, Met-Pro Corporation issued a press release
announcing its financial results for the second quarter ended July 31,
2008. A copy of this press release is attached hereto as Exhibit
99.1.
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The
press release attached hereto as Exhibit 99.1 contains non-GAAP financial
measures within the meaning of Regulation G promulgated by the Securities
and Exchange Commission (the “SEC”). Met-Pro believes that these non-GAAP
financial measures provide information that is useful to its investors
regarding its financial condition and results of
operations.
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The
press release contains adjusted income before tax, net income, and basic
and diluted earnings per share for the three-month and six-month
periods ended July 31, 2007 which excludes the gain on the sale of
property previously associated with the Company's business unit in
Hauppauge, New York. The adjusted income before tax, net income and
earnings per share numbers are not a measure of financial performance
under GAAP and should not be considered as a substitute for income before
tax, net income, income from operations, net cash provided by operating
activities or any other operating or liquidity measure prepared in
accordance with GAAP.
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Met-Pro’s
management believes that adjusted income before tax, net income, and basic
and diluted earnings per share provide additional information useful to
assessing, comparing and evaluating the operating performance of its
business, insofar as the adjustment pertains to the gain on the sale of
the New York property.
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Limitation
on Incorporation by Reference
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In
accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall such information be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The
information set forth in this Item
7.01
shall not be deemed an admission as to the materiality of any information
in this Report on Form 8-K that is required to be disclosed solely to
satisfy the requirements of Regulation
FD.
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Item 9.01. Financial
Statements and Exhibits.
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A
copy of the press release dated August 21, 2008, reporting
the results of operations for the second quarter ended July 31,
2008, is furnished herewith as Exhibit 99.1.
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In
addition, a copy of the transcript from the Company's teleconference held
on August 21, 2008, to discuss its results of operations for the
second quarter ended July 31, 2008 is furnished herewith as
Exhibit 99.2.
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The
information in this Form 8-K and the Exhibits attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 except as shall be expressly set forth by
specific reference in such
filing.
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SIGNATURE
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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,
thereunto duly authorized.
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Date: August
22, 2008
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MET-PRO
CORPORATION
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By:
/s/ Raymond J. De Hont
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Raymond
J. De Hont,
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President
and Chief Executive Officer
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Exhibit
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Description
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99.1
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99.2
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Transcript
of conference call held August 21,
2008
to discuss results of operations for the second
quarter ended
July
31, 2008.
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