<PAGE>
As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MET-PRO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3490 23-1683282
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Organization)
160 Cassell Road
Harleysville, Pennsylvania 19438
(215) 723-6751
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
William L. Kacin, President
160 Cassell Road
Harleysville, Pennsylvania 19438
(215) 723-6751
(Name, address, zip code and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
Jeffrey H. Nicholas, Esquire
Fox, Rothschild, O'Brien & Frankel, LLP
997 Lenox Drive, Building 3
Lawrenceville, NJ 08648
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of each class Proposed Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit (1) price(1) registration fee
- ---------------------------------------------------------------------------------------------
Common Stock 350,000(2) $15.60 $5,460,000 $1,610.70
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 based upon the
average of the high and low prices reported on the American Stock Exchange on
January 12, 1998.
(2) There are also being registered an indeterminate number of additional shares
of Common Stock as may be required by the anti-dilution provisions of the 1997
Stock Option Plan.
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts: the first part contains a
Prospectus prepared in accordance with the requirements of Part 1 of Form S-3
(in accordance with Section C of the General Instructions to Form S-8) for the
re-offer and re-sale of Common Stock of the Company to be issued upon exercise
of options granted or to be granted under the Company's 1997 Stock Option Plan
and offered and sold by certain Control Persons (as hereafter defined).
The second part contains information required in the Registration Statement
pursuant to Form S-8.
Re-offer Prospectus
---------------------------------------
MET-PRO CORPORATION
---------------------------------------
350,000 shares of
Common Stock
---------------------------------------
This Prospectus is being used in connection with the offering from time to time
by certain shareholders (the "Selling Shareholders") of Met-Pro Corporation (the
"Company") of shares of Common Stock, par value $0.10 per share (the "Common
Stock") of the Company which may be acquired pursuant to the exercise of options
(the "Options") granted from time to time to certain persons associated with the
Company under the 1997 Met-Pro Corporation Stock Option Plan (the "Plan") who,
at the time of reoffer and resale, are "Control Persons" of the Company, as
hereafter defined. A "Control Person" is any Company director or executive
officer, or any person who is the beneficial owner of more than ten percent
(10%) of the Company's outstanding shares of Common Stock. As of the date of the
filing of this Prospectus with the Securities and Exchange Commission, Options
to purchase 20,000 shares of Common Stock are held by Control Persons. The
Company will receive $12.00 per share upon the exercise of these currently
outstanding Options. The Company will not receive any of the proceeds from the
sale of the Common Stock by the Selling Shareholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling Shareholders
in connection with the sale of the Common Stock will be borne by them.
The Company is not aware of any underwriting arrangements with respect to the
sale by the Selling Shareholders of any of the Common Stock offered herein.
The Selling Shareholders and any broker-dealers that act in connection with the
sale of the Common Stock hereunder might be deemed to be "Underwriters" within
the meaning of Section 2(11) of the Securities Act. Any commissions received by
them and any profit realized on the resale of Common Stock as principals might
be deemed to be underwriting compensation under the Securities Act of 1933.
Any broker-dealer acquiring Common Stock from a Selling Shareholder may sell the
Common Stock either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the American Stock Exchange, at prices
related to such prevailing market prices, at negotiated prices or at prices
reflecting the application of a combination of such methods.
The Common Stock is quoted on the American Stock Exchange under the symbol
"MPR". On January 15, 1998, the closing price of the Common Stock, as reported
by the American Stock Exchange, was $16.
------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 16, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information concerning the Company filed with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at its office at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as at the Regional Offices of the Commission at 7 World Trade
Center, 13th Floor, New York, NY 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is quoted on the
American Stock Exchange. Such reports, proxy and information statements and
other information can also be inspected and copied at the offices of the
American Stock Exchange, 86 Trinity Place, New York, NY 10006.
The Company has filed a registration statement on Form S-8 (herein, together
with all amendments and exhibits thereto, referred to as the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered pursuant to this Prospectus. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as a part thereof. Statements
contained herein concerning any document filed as an exhibit are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, filed with the Commission (File No. 001-07763) pursuant
to the Exchange Act, are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K of the Company for the fiscal year ended January
31, 1997; (ii) Quarterly Reports on Form 10-Q for the quarters ended April 30,
1997, July 31, 1997 and October 31, 1997; and (iii) Proxy Statement of the
Company relating to the annual meeting of shareholders held on June 4, 1997.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock pursuant to this
Prospectus shall be deemed to be incorporated by reference and to be a part of
this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon oral or written request of any such person, a copy
of any or all of the documents incorporated herein by reference, other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to Met-Pro
Corporation, 160 Cassell Road, P.O. Box 144, Harleysville, PA 19438; Attn:
Gary J. Morgan, Secretary, telephone (215) 723-6751.
2
<PAGE>
TABLE OF CONTENTS
Description Page No.
----------- --------
The Company 4
The Offering 6
Use of Proceeds 6
Selling Shareholders 6
Description of Common Stock 7
Plan of Distribution 7
Indemnification 7
Legal Matters 8
Experts 8
3
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THE COMPANY
Met-Pro Corporation (the "Company") was organized in 1967 and has grown both
internally and through acquisitions. It designs, manufactures and distributes
products sold for pollution control and fluid handling. The Company operates
through eight divisions and two wholly-owned subsidiaries.
The Stiles-Kem Division is a leading manufacturer of specialty chemicals for the
control of lead and copper leaching, scale, and the discoloration of drinking
water caused by the presence of iron and manganese in the source water.
Stiles-Kem Division's products for drinking water treatment are food grade and
are certified to meet existing state, federal and ANSI/NSF standards for health
effects in drinking water. The products are manufactured in the Company's plant
in Waukegan, Illinois and are distributed through a network of dealers and
distributors located in the United States, Mexico and Canada.
The Sethco Division, located on Long Island, New York, designs, manufactures and
sells corrosion resistant pumps, filter chambers and filter systems with flow
rates to about 200 gallons per minute. These products are used in waste water
treatment systems and fume scrubbers for pollution control. They are also widely
used in the metal finishing industry, electronics industry and chemical
processing industry. Sethco products are sold through a network of non-exclusive
distributors, as well as to original equipment manufacturers and catalog houses.
The Mefiag Division, operating through a subsidiary, Mefiag B.V., in Heerenveen,
Holland, and through a division located in Harleysville, PA., designs and
manufactures filter systems utilizing horizontal disc technology for superior
performance, particularly in high efficiency and high-flow applications in the
plating and metal finishing industries and elsewhere. Worldwide sales are
accomplished through qualified, market-based distributors and original equipment
manufacturers located throughout Europe, the United States, South America and
other major markets.
The Systems Division, located in Westchester, PA., designs, manufactures and
installs major air and water pollution control systems. Systems Division's air
pollution control capabilities include: carbon adsorption systems for the
concentration and recovery of volatile solvents, thermal and catalytic oxidation
systems and the supply of abatement catalysts. These systems are custom
engineered for clients in the automotive, aerospace and furniture industries.
These products also have a variety of applications in the painting,
pharmaceutical, chemical, electronics, food processing and printing industries.
Systems Division also manufactures a full range of catalytic converters for
stationary engines and cogeneration plants to greatly reduce smog producing and
toxic gases, such as NOx, CO and residual hydrocarbons, which are emitted from
these sources.
The Duall Division is a leading manufacturer of industrial and municipal air
pollution control equipment. Its major products include odor control systems,
fume and emergency gas scrubbers, stripping towers and exhaust fans and plating
4
<PAGE>
and process tanks. All equipment is fabricated from corrosion resistant
materials in the Company's Owosso, Michigan manufacturing facilities. Services
include pilot studies, engineering, installation and performance testing. Duall
products are sold both domestically and internationally to the metal finishing,
waste water treatment, composting, food processing, chemical, printed circuit,
semiconductor, pharmaceutical, battery manufacturing and groundwater remediation
markets. Over ninety factory trained manufacturer's representatives sell Duall's
systems to industrial and municipal clients.
The Keystone Filter Division is an established custom pleater and cartridge
manufacturer in the United States. It provides custom designed and engineered
products which are currently used in such diverse applications as the nuclear
power industry, as components in medical equipment and in indoor air quality
equipment. It also provides standard filters for water purification and
industrial applications.
The Fybroc Division is a world leader in the manufacture of fiberglass
reinforced pumps. These pumps provide excellent corrosion resistance for tough
applications including pumping of acids, brines, caustics, bleaches and a wide
range of waste liquids. Fybroc pumps are sold to many markets including the
chemical, steel, pulp and paper, electric utility, aquaculture, aquarium, and
industrial and municipal waste treatment industries. Sales, engineering, and
customer service are provided through a worldwide distributor network.
The Dean Pump Division designs and manufactures high quality pumps that handle a
broad range of industrial applications. Users such as the chemical,
petrochemical, refinery, pharmaceutical, plastics, pulp and paper, and food
processing industries choose Dean Pump products particularly for their high
temperature applications. The Company's manufacturing facility in Indianapolis,
Indiana produces pumps which are sold through an extensive network of
distributors.
Strobic Air Corporation, a wholly-owned subsidiary acquired on September 12,
1996, is located in a 73,000 sq. ft. facility situated on 17 acres in
Harleysville, PA. Strobic designs, manufactures and holds patents on specialty
blowers and industrial fans for applications including laboratories, hospitals,
semi-conductor manufacturing clean rooms, pharmaceutical manufacturing and
chemical and petrol-chemical plants.
The Company's principal executive offices are located at 160 Cassell Road, P.O.
Box 144, Harleysville, PA 19438, and its telephone number is (215) 723-6751.
5
<PAGE>
THE OFFERING
This offering relates to the re-offer and re-sale of Common Stock of the Company
acquired upon the exercise of Options granted under the Company's 1997 Stock
Option Plan by persons who, at the time of the re-offer and re-sale, are
members of the Company's Board of Directors, executive officers of the Company,
or beneficial owners of ten (10%) percent or more of the Company's Common Stock.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered hereby will be
received by the Selling Shareholders. The Company will not receive any proceeds
from any sale of the Common Stock by the Selling Shareholders.
The Company will receive proceeds, however, from the exercise of Options granted
to Selling Shareholders. At present, the Company has granted Options covering
20,000 shares of Common Stock to the Selling Shareholders which would result in
proceeds to the Company of $240,000 upon the exercise thereof. The proceeds
received by the Company upon exercise of such Options are expected to be used
for general corporate purposes and to be available as working capital.
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each Selling Shareholder, (ii)
the nature of any position, office or other material relationship which each
such Selling Shareholder has had with the Company or any of its affiliates
within the last three (3) years, (iii) the number of shares of Common Stock
offered for each Selling Shareholder's account, and (iv) the number of shares of
Common Stock and the percentage owned by each such Selling Shareholder after
completion of the offering, assuming that all of the Common Stock offered
pursuant to this Prospectus is sold.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Percent of
Position With Benefically Owned Covered by this Shares Owned
Selling Shareholder The Company Prior to Offering Prospectus Post-Offering
- ------------------- ------------- ------------------ ---------------- -------------
<S> <C> <C> <C> <C>
Walter A. Everett Chairman 64,961(1) 10,000(1) *
Richard P. Klopp Director 71,603(1) 10,000(1) *
</TABLE>
- ------------------
(1) Includes 10,000 shares of Common Stock that may be acquired upon the
exercise of presently exercisable Options granted under the Company's 1997 Stock
Option Plan.
* Less than 1%.
6
<PAGE>
DESCRIPTION OF COMMON STOCK
The Company's certificate of incorporation authorizes the issuance of up to
18,000,000 shares of Common Stock, par value $.10 per share. The holders of
Common Stock (i) have equal rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive,
subscription or conversion rights, and there are no redemption or sinking fund
provisions applicable thereto; and (iv) are entitled to one vote per share on
all matters upon which shareholders may vote at all meetings of shareholders.
All shares of Common Stock now outstanding are fully paid and non-assessable.
The holders of shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose. Directors are divided into three classes. Each year, one class
is elected to hold office for the next three years.
The transfer agent for the Company's Common Stock is Chemical Mellon Shareholder
Services, L.L.C., Overpark Center, 85 Challenger Road, Ridgefield Park, NJ
07660.
PLAN OF DISTRIBUTION
Any distribution of the Shares by the Selling Shareholders, or by permitted
pledgees, donee, transferees or other successors in interest, may be effected
from time to time in one or more of the following transactions: (a) to
underwriters who will acquire Shares for their own account and resell them in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale (any public
offering price and any discount or concessions allowed or re-allowed or paid to
dealers may be changed from time to time); (b) through brokers, acting as
principal or agent, in transactions (which may involve block transactions) on
the American Stock Exchange, or on one or more exchanges on which the Common
Stock is then listed, in special offerings, exchange distributions pursuant to
the rules of the applicable exchanges or in the over-the-counter market, or
otherwise, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or at fixed prices; or (c)
directly or through brokers or agents in private sales at negotiated prices, or
by any other legally available means.
The Selling Shareholders and such underwriters, brokers, dealers or agents, upon
effecting a sale of Shares, may be considered "underwriters" as that term is
defined by the Securities Act.
Underwriters participating in any offering made pursuant to this Prospectus (as
amended or supplemented from time to time) may receive underwriting discounts
and commissions, and discounts or concessions may be allowed or re-allowed or
paid to dealers, and brokers or agents participating in such transaction may
receive brokerage or agent's commissions or fees.
At the time a particular offering of Shares is made, to the extent required, a
Prospectus Supplement will be distributed which will set forth the amount of
Shares, the offering price paid by an underwriter for Shares purchased from the
Selling Shareholders, any discounts, commissions and other items constituting
compensation from the Selling Shareholders and any discounts, commissions or
concessions allowed or re-allowed or paid to dealers.
The Company has advised the Selling Shareholders that Rules 10b-5, 10b-6 and
10b-7 promulgated under the Securities Exchange Act of 1934 may apply to their
sales in the market. The Company has made available to the Selling Shareholders
copies of these rules, and has informed the Selling Shareholders of the possible
need for them to deliver copies of this Prospectus in connection with their
resale of the Common Stock. The Selling Shareholders may indemnify any
broker-dealer that participates in transactions involving sale of the Common
Stock against certain liabilities, including liabilities arising under the
Securities Act. Any commissions paid or any discounts or concessions allowed to
any such broker-dealer, and, if any such broker-dealer purchases Common Stock as
a principal, any profits received on the resale of such Common Stock, may be
deemed to be underwriting discounts and commissions under the
Securities Act.
Any Common Stock which qualifies for resale pursuant to Rule 144 promulgated
under the Securities Act may be sold under the Rule rather than pursuant to this
Prospectus.
There can be no assurance that the Selling Shareholders will sell all or even
any of the Common Stock which may be offered by them or any of them hereunder.
INDEMNIFICATION
The Company's Certificate of Incorporation and By-Laws, as amended, contain
provisions that provide for the indemnification of its directors and officers to
the fullest extent permitted by law. The Company's Certificate of Incorporation
also contains a provision that limits the personal liability of its directors to
the Company or its shareholders to the fullest extent permitted by law.
In addition, the Company maintains insurance against certain liabilities
incurred by directors and officers of the Company while serving in their
capacities as such.
Reference is hereby made to Section 145 of the Delaware General Corporation Law
relating to indemnification of directors, officers, employees and agents of a
Delaware corporation.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
7
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Fox, Rothschild, O'Brien & Frankel, LLP. Members of such firm own
less than 1% of the Company's issued and outstanding shares of Common Stock.
EXPERTS
The financial statements and the related supplemental schedules of the Company
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended January 31, 1997 have been audited by Margolis & Company
P.C., independent accountants, as stated in its report, which is incorporated
herein by reference, and has been so incorporated in reliance upon the report of
such firm, given upon its authority as experts in accounting and auditing.
8
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange Commission (File
No. 001-07763) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference into this Registration
Statement: (i) the Annual Report on Form 10-K of Met-Pro Corporation (the
"Company") for the fiscal year ended January 31, 1997; (ii) the Quarterly
Reports on Form 10-Q for the quarters ended April 30, 1997, July 31, 1997 and
October 31, 1997; and (iii) the "Description of Common Stock" contained in the
Company's Registration Statement on Form S-3 (File No. 333-13929).
All other documents filed by the Company subsequent to the date hereof pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
The Company has adopted the provisions of Section 102(b)(7) of the Delaware
General Corporation Act (the "Delaware Act") which eliminate or limit the
personal liability of a director to the Company or its shareholders for monetary
damages for breach of fiduciary duty under certain circumstances. Furthermore,
under Section 145 of the Delaware Act, the Company may, and in certain
circumstances shall, indemnify each of its directors and officers against
expenses (including reasonable costs, disbursements and counsel fees) in
connection with any proceeding involving such person by reason of having been an
officer or director, to the extent such person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The
determination of whether indemnification is proper under the circumstances,
unless made by a court, shall be made by a majority of a quorum of disinterested
members of the Board of Directors, independent legal counsel or the shareholders
of the Company. The Company's by-laws provide for indemnification of officers
and directors in accordance with the Delaware General Corporation Act. The
9
<PAGE>
Company has purchased directors and officers liability insurance providing for
up to $3,000,000 of coverage, subject to certain deductibles.
Item 8. Exhibits.
Exhibit
Number Description Filing
- ------- ----------- ------
5 Opinion and consent of Fox, Rothschild,
O'Brien and Frankel, LLP, as to the legality of
the securities registered
23(a) Consent of Margolis & Company P.C.
23(b) Consent of counsel is contained in the opinion
of counsel filed as Exhibit 5
24 Powers of Attorney
Item 9. Undertakings.
The undersigned registrant hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Harleysville, Commonwealth of Pennsylvania, on this
15th day of January, 1998.
MET-PRO CORPORATION
BY: /s/ William L. Kacin
----------------------------------
William L. Kacin
President, Chief Executive Officer
and Director (principal executive
officer)
Know all men by these presents, that each person whose signature appears below
constitutes and appoints William L. Kacin and Gary J. Morgan, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission and any state securities commission or bureau, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
DATE NAME AND TITLE SIGNATURE
- ---- -------------- ---------
January 15, 1998 Walter A. Everett
Chairman of Board
of Directors /s/ Walter A. Everett
-------------------------
January 15, 1998 Nicholas DeBenedictis
Director /s/ Nicholas DeBenedictis
-------------------------
January 15, 1998 Thomas F. Hayes
Director /s/ Thomas F. Hayes
-------------------------
11
<PAGE>
January 15, 1998 Richard P. Klopp
Director /s/ Richard P. Klopp
-------------------------
January 15, 1998 Alan Lawley
Director /s/ Alan Lawley
-------------------------
January 15, 1998 Gary J. Morgan
Vice President-Finance
Secretary and Treasurer
(principal financial and
accounting officer) /s/ Gary J. Morgan
-------------------------
12
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EXHIBIT 5
January 15, 1998
Met-Pro Corporation
160 Cassell Road
Harleysville, PA 19438
Gentlemen:
Reference is made to a registration statement (the "Registration Statement")
which Met-Pro Corporation, a Delaware corporation (the "Company"), is filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to shares of the Company's common stock, par value $.10 per
share (the "Shares"), which may be issued under the Company's 1997 Stock Option
Plan (the "Plan").
We have reviewed the Registration Statement, the Company's Certificate of
Incorporation and Bylaws, as amended, resolutions of its Board of Directors and
such other documents and corporate records as deemed appropriate for the purpose
of giving this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, upon their sale in accordance with
the Plan and the resolutions of the Board of Directors of the Company relating
to the adoption of the Plan and the offering and sale of Shares thereunder, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
13
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EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports on our audits of the consolidated financial statements
and financial statements schedule of the Company and its subsidiaries for each
of the three years in the period ended January 31, 1997, which reports are
incorporated by reference or included in the Company's Annual Report on Form
10-K for the year ended January 31, 1997.
MARGOLIS & COMPANY, P.C.
Bala Cynwyd, PA
January 15, 1998
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