As filed with the Securities and Exchange Commission on March 16, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
MET-PRO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1683282
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
160 Cassell Road, P.O. Box 144
Harleysville, PA 19438
(215) 723-6751
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
William L. Kacin
President and Chief Executive Officer
Met-Pro Corporation
160 Cassell Road, P.O. Box 144
Harleysville, PA 19438
(215) 723-6751
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeffrey H. Nicholas, Esq.
Fox, Rothschild, O'Brien & Frankel, LLP
997 Lenox Drive, Building 3
Lawrenceville, NJ 08648
(609) 896-3600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each class Proposed Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered fee registered price per share(1) price(1) registration
<S> <C> <C> <C> <C>
Common Stock, par value 250,000(2) $10.94 $2,735,000 $760.33
$0.10 per share
<FN>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based upon the
average of the high and low prices reported on the New York Stock Exchange on
March 12, 1999.
(2) There are also being registered such additional shares of common stock as
may be issuable with respect to such shares pursuant to any stock split or stock
dividend undertaken by the Registrant after the date hereof.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine. </FN> </TABLE>
<PAGE>
PROSPECTUS
Dividend
Reinvestment and
Direct Stock
Purchase Plan
MET-PRO CORPORATION
March 16, 1999
o You can increase your ownership
by reinvesting dividends at a 3%
discount and by making Optional
Cash Investments with transaction
fees paid by the Company.
o This Plan gives you a convenient,
systematic way to purchase our
Common Stock.
o You do not need to be one of our
existing shareholders to
participate in the Plan.
o You may be able to participate in
the Plan if your Met-Pro shares
are held by your nominee in
"street name", depending upon the
rules of your nominee.
o You can own and transfer shares
without holding certificates.
The Securities and Exchange Commission has not approved or disapproved these
securities, or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Shareholder Letter ............................................................. 1
Plan Overview .................................................................. 2
A Summary of Important Plan Features ........................................... 2
Administration.................................................................. 3
Participation................................................................... 4
Enrollment ..................................................................... 4
Dividend Reinvestment .......................................................... 5
Electronic Deposit of Cash Dividends............................................ 6
Optional Cash Investments....................................................... 6
Purchase and Source of Shares................................................... 7
Price of Shares................................................................. 7
Sale of Shares ................................................................. 8
Safekeeping of Certificates and Book Entry...................................... 8
Tracking Your Investment........................................................ 9
Obtaining a Stock Certificate .................................................. 9
Transfers....................................................................... 9
Dividend Payment and Record Dates............................................... 10
Termination of Participation ................................................... 10
Taxes .......................................................................... 10
Voting ......................................................................... 11
Handling of Stock Splits and Other Distributions ............................... 11
Changes to the Plan ............................................................ 11
Responsibilities of Met-Pro Corporation and the Administrator................... 12
Use of Proceeds ................................................................ 12
Independent Certified Public Accountants and Counsel ........................... 12
Where You Can Find More Information ............................................ 13
</TABLE>
<PAGE>
Dear Met-Pro shareholder and persons who would like to become a shareholder of
Met-Pro Corporation:
This booklet provides you with the complete details of Met-Pro Corporation's
Dividend Reinvestment and Direct Stock Purchase Plan.
Met-Pro instituted this Plan to provide shareholders an opportunity to
conveniently and economically increase their ownership in Met-Pro. It is
convenient because it is done automatically. It is economical because it
provides existing shareholders the opportunity to reinvest their dividends at a
3% discount from market price, without any extra charge for brokerage fees.
To encourage new ownership of Met-Pro stock, the Plan also allows new investors
the opportunity to conveniently purchase Met-Pro stock directly through the
Administrator without a charge for brokerage fees.
Please read this Prospectus carefully, since it should answer your questions
about the Plan. If you have questions, please contact:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, NY 10005
Attention: Dividend Reinvestment Department-
Met-Pro Corporation Dividend Reinvestment Plan
718-921-8283
800-278-4353 (U.S. only)
If you decide to enroll in the Plan, complete, sign and return the attached
Enrollment Form.
Thank you for your continuing interest in Met-Pro Corporation.
Sincerely,
William L. Kacin
President and CEO
Met-Pro Corporation
160 Cassell Road, P.O. Box 144
Harleysville, PA 19438
215-723-6751
1
<PAGE>
Plan Overview
This is the Met-Pro Corporation Dividend Reinvestment and Direct Stock Purchase
Plan (the "Plan"). This Plan provides you with a convenient and economical way
to purchase shares of Met-Pro's Common Stock and to reinvest your cash dividends
in additional Met-Pro shares. The Plan has various features and you can select
those features that meet your investment needs.
The Plan is designed for long-term investors who wish to invest and build their
share ownership over time. Unlike an individual stock brokerage account, the
timing of purchases and sales is subject to the provisions of the Plan.
Please read this Prospectus carefully. If you are a shareholder of record and
wish to participate in the Plan, please sign and execute a Dividend Reinvestment
and Direct Stock Purchase Plan Enrollment Form. Investors wishing to make an
Initial Cash Investment of $1,000 to $10,000 should also complete this
Enrollment Form. This Enrollment Form should be mailed to American Stock
Transfer & Trust Company (the "Administrator").
If your Met-Pro shares are held in "street name," that is, not in your name but
in the name of your nominee (your broker, bank or other nominee), you may also
be able to participate in the Plan, if your nominee participates in the
Depository Trust Company dividend reinvestment service. See "Enrollment" later
in this Prospectus.
A Summary of Important Plan Features
o Anyone Can Participate. You may participate in the Plan if you own at least
ten (10) shares of Met-Pro Common Stock that is registered in your name. If you
own Met-Pro Common Stock through a nominee, you may also be able to participate,
depending upon the rules of your nominee. You may also participate by making an
Initial Cash Investment of $1,000 to $10,000.
o Automatic Dividend Reinvestment. You can reinvest all or a portion of the cash
dividends toward the purchase of additional shares of our Common Stock, without
paying trading fees or commissions and at a 3% discount, as detailed later in
this Prospectus. For purposes of this Plan, the term "Full Dividend
Reinvestment" means the reinvestment of dividends on all shares held by you
under the Plan, subject to Met-Pro's discretion.
2
<PAGE>
o Electronic Deposit of Cash Dividends. You can authorize the Administrator to
deposit your cash dividends directly into your bank account.
o Optional Cash Investments. As a shareholder, you can buy additional shares of
our Common Stock at any time, without paying trading fees or commissions, for as
little as $100. The maximum Optional Cash Investment you may make in any month
is $5,000 and cannot exceed $30,000 in any calendar year. You can pay by check,
money order or have your payment automatically withdrawn from your bank account.
o Full Investment. Full investment of your funds is possible because you will be
credited with both whole shares and fractional shares. Dividends will be paid
not only on whole shares but also proportionately on fractional shares.
o Purchases. Initial and Optional Cash Investments are invested in Met-Pro stock
on or about the tenth (10th) day of each month. Cash dividends are invested in
stock on or about the dividend payment date.
o Safekeeping of Certificates. Shares purchased through the Plan will be held by
the Administrator for safekeeping. You may also deposit your Met-Pro stock
certificates with the Administrator for safekeeping, at no charge.
o Transaction Reporting. You will receive an account statement following each
investment showing the details and your share balance in your Plan account.
Administration
American Stock Transfer & Trust Company ("AST" or the "Administrator") will
administer the Plan and act as agent for the participants. As your agent, AST
will purchase and hold shares of Common Stock for Plan participants, keep
records, send statements and perform other duties required by the Plan.
For information about the Plan and fees, you can contact the Administrator by
calling toll-free:
American Stock Transfer & Trust Company: 800-278-4353 (USA only)
or
718-921-8283
Website address: http://www.amstock.com
3
<PAGE>
To make an Optional Cash Investment, please use the Investment Form at the
bottom of your account statement. Payment can be by personal check or money
order made payable to American Stock Transfer & Trust Company/Met-Pro in U.S.
dollars and drawn on a U.S. bank.
All correspondence should be submitted to:
By mail: American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, NY 10005
ATTN: Dividend Reinvestment Department -
Met-Pro Corporation's Dividend Reinvestment Plan
Participation
If you have ten (10) or more shares of our Common Stock registered in your name,
you are eligible to participate in the Plan. If a nominee is the registered
owner of Met-Pro Common Stock, you may be eligible to participate in the Plan,
depending upon the rules of your nominee. See "Enrollment" below.
New investors who would like to become participants in the Plan may join by
making a minimum Initial Cash Investment of $1,000. The maximum Initial Cash
Investment is $10,000.
Enrollment
If you already own our Common Stock and the shares are registered in your name,
fill out the Enrollment Form and return it to the Administrator.
If you own Met-Pro Common Stock but the shares are registered in "street name"
(not your name but the name of your broker, bank or other nominee), you may be
able to participate in the dividend reinvestment feature of the Plan if your
nominee is a participant in the Depository Trust Company (DTC) dividend
reinvestment service. A partial list of brokers that we believe participate in
the DTC dividend reinvestment service includes Merrill Lynch, Prudential
Securities, A.G. Edwards & Sons, Paine Webber Inc., Raymond James & Associates,
Legg Mason Wood Walker, Stifel Nicholaus & Company and Salomon Smith Barney Inc.
We believe that you should be able to request your broker, if it participates in
the DTC dividend reinvestment service, to code your Met-Pro shares for dividend
reinvestment, and then your dividends would be automatically reinvested with the
3% discount through the Plan.
4
<PAGE>
If you own Met-Pro Common Stock in "street name" and wish to participate in the
Optional Cash Investment feature of the Plan, you should contact your nominee,
who may be required to provide the Administrator with a Broker and Nominee Form
(sometimes called a B/N Form).
Another way to participate in the Optional Cash Investment feature of the Plan
if your shares of Met-Pro Common Stock are held in "street name" is to ask your
nominee to transfer some or all of your shares into your name. At least ten (10)
shares need to be transferred into your name before you become eligible to
participate.
If you do not own our Common Stock, or if you wish to establish a separate
account, fill out the Enrollment Form and return it to the Administrator.
Enclose a check or money order, in U.S. dollars, for at least $1,000.
Dividend Reinvestment
You may choose to reinvest all or a portion of the dividends paid on Met-Pro
Common Stock. Your dividends will be used to buy additional shares of our Common
Stock at a 3% discount from the prevailing market price (see "Price of Shares"
on page 7).
o Full Dividend Reinvestment. Your cash dividends received on shares you own
will be used to buy additional shares for you.
o Partial Dividend Reinvestment. If you do not want full dividend reinvestment,
select a lower number of full shares on which you want your dividends to be
invested. The balance of your dividends will be paid in cash.
Regardless of whether you elect Full Dividend Reinvestment or Partial Dividend
Reinvestment, the dividends on all shares held by the Administrator in your plan
account will be reinvested.
If you do not indicate which reinvestment option you want on the Enrollment
Form, you will be automatically enrolled in Full Dividend Reinvestment.
The Administrator must receive your instructions at least two (2) business days
prior to the dividend record date in order to ensure that your next dividend
will be reinvested. For the dividend that is payable April 23, 1999, the
Administrator must receive your Enrollment Form by no later than April 16, 1999.
5
<PAGE>
Electronic Deposits of Cash Dividends
If you are receiving all or a portion of your dividends in cash, you may have
them electronically deposited into your bank account by completing the
appropriate sections of the Direct Deposit Authorization Agreement or by mailing
a voided check or deposit slip to the Administrator. This feature may be changed
or discontinued at any time by notifying the Administrator. If you change your
bank account and fail to notify the Administrator of the change, a check will be
issued and mailed only after the funds have been returned from the receiving
bank.
Optional Cash Investments
Existing shareholders may buy additional shares of our Common Stock at any time
by investing at least $100. Your total Optional Cash Investment may not exceed
$5,000 in any month and $30,000 in any calendar year. If you are making your
Optional Cash Investment by automatic withdrawal from your bank account the
maximum amount of the investment may not exceed $2,500 in any month and $30,000
in any calendar year. Interest will not be paid on amounts held pending
investment.
o By check or money order. Mail your check or money order with the Investment
Form from the bottom of your account statement to the address on the Investment
Form. Do not send cash. In the event that a check or money order is returned
unpaid for any reason to the Administrator by the bank on which it is drawn, the
Administrator will consider the request for investment of that money null and
void and shall immediately remove from the participant's account shares, if any,
purchased upon the prior credit of such money. A fee of $25 will also be
assessed against the participant's account. The Administrator shall then be
entitled to sell those shares to satisfy any uncollected balance. If the net
proceeds of the sale of those shares are insufficient to satisfy the balance of
such uncollected amounts, the Administrator shall be entitled to sell additional
shares from your account to satisfy the uncollected balance.
o By automatic withdrawal from your bank account. Funds will be deducted from
your bank account two (2) business days prior to the investment date (10th day
of each month) and will automatically be invested on the investment date. The
automatic monthly deduction feature is only available from an account with a
United States financial institution. You must notify the Administrator in
writing to change or terminate automatic withdrawal. In the event that an
automatic withdrawal is not honored for any reason by the bank on which it is
drawn, the Administrator will consider the request for investment of that money
null and void and shall immediately remove from the participant's account
shares, if any, purchased upon the prior credit of such money. A fee of $25 will
also be assessed against the participant's account. The Administrator shall then
be entitled to sell those shares to satisfy any uncollected balance. If the net
proceeds of the sale of those shares are insufficient to satisfy the balance of
such uncollected amounts, the Administrator shall be entitled to sell additional
shares from the participant's account to satisfy the uncollected balance.
6
<PAGE>
Purchase and Source of Shares
Shares purchased with reinvested dividends will be newly-issued by Met-Pro and
will be purchased directly from Met-Pro. However, we may also have the
Administrator purchase these shares in the open market. If this occurs, we will
pay the trading fees incurred. Cash dividends are invested in stock on or about
the dividend payment date.
Shares purchased with Initial or Optional Cash Investments will be purchased by
the Administrator in the open market. Met-Pro will pay all trading fees incurred
for the purchase of shares. The Administrator will invest your funds on or about
the tenth (10th) day of each month. In the unlikely event that, due to unusual
market conditions, the Administrator is unable to purchase shares of our Common
Stock within 35 days, the funds will be returned to you by check. No interest
will be paid on funds held by the Administrator pending investment.
Please note that you will not be able to instruct the Administrator to purchase
shares at a specific time or at a specific price.
Price of Shares
For newly-issued shares purchased from us to meet the dividend reinvestment
requirement under the Plan, your price per share will be 97% of the average of
the daily high and low trading prices quoted on the New York Stock Exchange
listing for the five trading days preceding the dividend payment date.
In making open market purchases for your account in connection with Initial or
Optional Cash Investments or purchases for dividend reinvestments, AST may
commingle the Participant's funds with those of other shareholders of Met-Pro
participating in the Plan. The price at which AST shall be deemed to have
acquired shares for the Participant's account shall be 100% of the weighted
average price of all shares purchased by it as agent for all Met-Pro's
Participants in the Plan without reduction for commission, which shall be paid
by Met-Pro. If the Administrator purchases shares to meet the dividend
reinvestment requirement in the open market, your price per share will be 97% of
the weighted average price of shares purchased. We will pay all trading fees in
connection with open market purchases.
7
<PAGE>
Sale of Shares
You can sell some or all of the shares held in your Plan account, or any other
eligible book entry shares, by faxing the Administrator at 718-234-1440 or by
mailing the Investment Form attached to your account statement. Met-Pro is not
responsible for trading fees incurred in the sale of shares.
The Administrator will sell shares in a timely manner upon receipt of your
instructions. Sales will be made at least weekly, and more frequently if volume
dictates. The sale price for Plan Participants will be the weighted average sale
price received by the Administrator for all sales during the period required to
complete the sales. You will receive the proceeds of the sale, minus a $15.00
transaction fee, brokerage commissions and any applicable transfer taxes.
Please note that the Administrator is not able to accept instructions to sell on
a specific day or at a specific price. If you prefer to have complete control
over the exact timing and sales prices, you can withdraw the shares and sell
them through a broker of your own choosing.
If your total holdings fall below ten (10) shares, the Administrator may in its
discretion at any time sell the shares, remit the proceeds to you, less any
applicable fees, and close your Plan account.
Safekeeping of Certificates and Book Entry
For your convenience, shares purchased under the Plan will be maintained by the
Administrator in your name in book entry form. You may, however, request a stock
certificate from the Administrator at any time, free of charge.
If you are holding certificates for Met-Pro Common Stock, you may use the Plan's
"safekeeping" service to deposit those stock certificates at no cost.
Safekeeping protects your shares against loss, theft or accidental destruction
and provides a convenient way for you to keep track of your shares. Only shares
held in safekeeping may be sold through the Plan.
To use the safekeeping service, send your certificates to the Administrator by
registered mail, return receipt requested to the address listed on page 4. THE
STOCK CERTIFICATE SHOULD NOT BE ENDORSED.
8
<PAGE>
Tracking Your Investment
The Administrator will send a statement confirming the details of each purchase
you make. If you continue to be enrolled in the Plan, but have no transactions,
the Administrator will mail you an annual account statement reflecting your
holdings.
You should notify the Administrator promptly of any change in address since all
notices, account statements and reports will be mailed to your address of
record.
Please retain your account statements to establish the cost basis of shares
purchased under the Plan for income tax and other purposes. A $20 flat fee per
year requested will be charged for all prior year duplicate account statement
requests.
Obtaining Stock Certificate
To obtain a stock certificate for all or a portion of any whole number of shares
that you own (you cannot obtain a certificate for a fractional share), please
complete the Investment Form at the bottom of your account statement and submit
it to the Administrator and the stock certificate will be issued at no cost to
you.
If you want the certificate issued in a name other than your Plan account
registration, the Administrator will require you to have your signature
guaranteed by a financial institution in the Medallion Guarantee program.
Transfers
You may transfer or give Met-Pro Common Stock to anyone you choose by:
o Making an Initial Cash Investment of $1,000 to $10,000 to establish a new
account in the recipient's name; or
9
<PAGE>
o Making an Optional Cash Investment on behalf of an existing shareholder in the
Plan in an amount not less than $100 nor more than $5,000 in one month and not
to exceed $30,000 in one calendar year; or
o Transferring shares from your account to the recipient.
If you need additional assistance, please call the Administrator at
800-278-4353.
Dividend Payment and Record Dates
Met-Pro's typical dividend payment date has been once a year, during the third
week of April. The record date usually precedes the dividend payment date by ten
(10) business days.
Termination of Participation
If you wish to stop reinvesting your dividends, or to stop automatic monthly
investments, please use the Investment Form from the bottom of your account
statement or write the Administrator. The Administrator must receive your
request at least five (5) business days before the dividend record date or it
will not be processed until after the dividend is reinvested.
Taxes
All dividends paid to you - whether or not they are reinvested - are considered
taxable income to you in the year they are paid. The total amount will be
reported to you, and to the Internal Revenue Service, shortly after the close of
each year. If you are reinvesting your dividends, the value of the 3% discount
from the purchase price of the shares and the calculated fair market value will
also be reported as taxable income.
In addition, the amount of brokerage commissions paid by Met-Pro on your behalf
will be treated as a distribution to you which is subject to income tax in the
same manner as your dividends. The amount paid for brokerage commissions will be
included in your cost basis of shares purchased. The information mailed to you
and the Internal Revenue Service at the end of the year will show the amount
paid on your behalf.
10
<PAGE>
All shares of stock that are sold through the Administrator will also be
reported to the Internal Revenue Service as required by law. Any profit or loss
you incur should be reflected when you file your income tax returns.
Be sure to keep your statements of account for income tax purposes. A fee of
$20.00 per year may be incurred to furnish historical information. If you have
questions about the tax basis of any transactions, please consult your own tax
advisor.
Voting
For any shareholder meeting you will receive a proxy for full and fractional
shares that will cover all of our Common Stock that you hold, both in the Plan
and in the form of stock certificates in the same name. The proxy allows you to
indicate how you want your shares to be voted. We will vote your shares only as
you indicate.
Handling of Stock Splits and Other Distributions
If we declare a stock split or stock dividend, we will credit your account with
all appropriate stock split or stock dividend shares. Stock certificates can be
withdrawn from the Plan by submitting an Investment Form from the bottom of your
account statement or a letter to the Administrator. In the case of Partial
Dividend Reinvestment, participants may wish to adjust the number of shares on
which they receive cash dividends by obtaining and completing a new Enrollment
Form.
If we decide to distribute shares in book entry form (rather than certificates),
these shares will be added to your account under this Plan. The Administrator
will serve as custodian of your shares. You will be entitled to all the rights
and privileges outlined in this Prospectus.
In the event of a stock subscription or other offering of rights to
shareholders, your rights will be based on your total registered holdings (the
shares held in the Plan plus any shares held by you in the same name). A single
set of materials will be distributed that will allow you to exercise your total
rights.
Changes to the Plan
We may add to or modify the Plan at any time, or suspend or terminate the Plan.
We will send you written notice of any significant changes, suspensions or
termination.
11
<PAGE>
Responsibilities of Met-Pro Corporation and the Administration
Neither Met-Pro nor the Administrator, American Stock Transfer & Trust Company,
will be liable for any act, or for any failure to act, as long as they have made
good faith efforts to carry out the terms of the Plan, as described in this
Prospectus. Neither Met-Pro nor the Administrator can assure you a profit or
protect you against a loss on the shares you purchase under the Plan. There can
be no assurances that Met-Pro shares will increase in value, and it is also
possible that Met-Pro shares will decrease in value. Met-Pro is not obligated to
issue dividends to its shareholders, and there can be no assurances that Met-Pro
will declare a dividend in the future.
Use of Proceeds
The proceeds from the sale by us of newly-issued shares offered will be used for
general corporate purposes. All other shares of Common Stock acquired under the
Plan will be purchased in the open market, not from us, and we will not receive
any proceeds from such purchases.
Independent Certified Public Accountants and Counsel
The consolidated financial statements of Met-Pro and its subsidiaries
incorporated by reference or included in the Company's Annual Report on Form
10-K for the year ended January 31, 1998, have been audited by Margolis &
Company P.C., Bala Cynwyd, PA, independent certified public accountants, as set
forth in their reports thereon incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
Our general counsel, Fox, Rothschild, O'Brien & Frankel, LLP, Lawrenceville, NJ,
has given its opinion regarding the validity of the Common Stock that is being
registered in connection with this Prospectus. One of Met-Pro's Directors,
Jeffrey H. Nicholas, is a partner of Fox, Rothschild, O'Brien & Frankel, LLP,
and Mr. Nicholas and other partners of his law firm own shares of Met-Pro Common
Stock that in the aggregate amount to less than 1% of Met-Pro's issued and
outstanding shares.
12
<PAGE>
Where You Can Find More Information
Met-Pro files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file at the SEC's public reference room in Washington, D.C. and
at its regional offices in New York and Chicago. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on the SEC
Internet site (http://www.sec.gov).
This Prospectus is part of a Registration Statement on Form S-3 that we filed
with the SEC to register the stock to be sold by Met-Pro under the Plan. As
allowed by SEC rules, this Prospectus does not contain all information you can
find in the Registration Statement or the exhibits to the Registration
Statement. The SEC allows us to "incorporate by reference" information into this
Prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this Prospectus and later
information filed with the SEC will update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, until our offering is completed.
o Annual Reports on Form 10-K for the fiscal year ended January 31, 1998.
o Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 1998,
July 31, 1998 and October 31, 1998.
o Current Reports on Form 8-K filed on November 13, 1998 and as amended January
12, 1999; and
o The description of our Common Stock contained in the Registrations Statement
on Form 8-A that we filed with the SEC on July 13, 1978.
You may request a copy of any documents that we incorporate by reference at no
cost by telephoning 215-723-6751 or writing us at the following address:
Met-Pro Corporation
Investor Relations
160 Cassell Road, P.O. Box 144
Harleysville, PA 19438
You should rely only on the information contained or incorporated by reference
in this Prospectus. We have authorized no one to provide you with different
information. You should not assume that the information in the Prospectus is
accurate as of any date other than the date of this Prospectus (March 16, 1999).
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock being registered hereby: <TABLE>
<S> <C>
SEC registration fee $ 760.33
Legal services $ 5,000.00*
New York Stock Exchange listing fee $ 1,500.00*
Printing and engraving $ 3,000.00*
Transfer agent fees $ 7,200.00*
Miscellaneous $ 2,500.00*
------------
Total $ 19,960.33
------------
------------
<FN>
* Estimated, subject to change
</FN>
</TABLE>
Item 15. 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 interest 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 maintains, on behalf of its directors and officers, insurance
protection against certain liabilities arising out of the discharge of their
duties, as well as insurance covering the Company for indemnification payments
made to its directors and officers for certain liabilities. The premiums for
such insurance are paid by the Company.
14
<PAGE>
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description Filing
<S> <C> <C>
2 (a) Agreement and Plan of Merger dated September 12, (1)
1996 by and between Met-Pro Corporation, Met-Pro
Acquisition Corporation, Strobic Air Corporation,
SAC Sales Corp., Lynn T. Secrest, Ronald H. Secrest,
Richard P. Secrest and John W. Stone III
2 (b) Asset Purchase Agreement dated October 29, 1998 (2)
among Flex-Kleen Corporation, Flex-Kleen Canada,
Limited, Aqua Alliance, Inc., AWT Air Company, Inc.,
1321249 Ontario Limited and Met-Pro Corporation
4 Description of Common Stock (3)
5 Opinion and consent of Fox, Rothschild, O'Brien & Frankel, LLP
23 (a) Consent of Margolis & Company P.C.
24 (a) Powers of attorney (included in the signature page)
99 (a) Dividend Reinvestment and Direct Stock Purchase
Enrollment Form
99 (b) Direct Deposit Authorization Agreement
99 (c) Letter to Shareholder
<FN>
The following exhibits listed in Rule 601 of Regulation S-K have been omitted
because they are not required, or inapplicable or they do not exist: Exhibits 1,
3, 6 through 22, 25 through 29.
(1) Filed as an exhibit to the Registration Statement on Form S-3 (File no.
333-13929), declared effective by the Securities and Exchange
Commission on December 31, 1996.
(2) Filed as an exhibit to the Current Report on Form 8-K filed by
Registrant on November 13, 1998, as amended on January 12, 1999.
(3) Incorporated by reference to the Registration Statement on Form 8-A
filed by Registrant on July 13, 1978 and to the Registration Statement
on Form 8-A filed by Registrant on June 12, 1998.
</FN>
</TABLE>
15
<PAGE>
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10 (a) (3) of the Securities
Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that the undertakings set forth in paragraphs 1 (i) and 1
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15 (d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relative 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.
(3) The undersigned registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered
hereby which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for the purpose 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 Commission such indemnification is
against public policy as expressed in the Act 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 a 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 Act and will be governed by the final adjudication of such
issue.
16
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Harleysville, Commonwealth of Pennsylvania.
MET-PRO CORPORATION
March 16, 1999 By: /S/ William L. Kacin
---------------------------
WILLIAM L. KACIN
President, Chief Executive Officer and
Director
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 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 do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
March 16, 1999 By: /S/ William L. Kacin
--------------------------
WILLIAM L. KACIN
President, Chief
Executive Officer and
Director
March 16, 1999 By: /S/ Walter A. Everett
--------------------------
WALTER A. EVERETT
Chairman and Director
March 16, 1999 By: /S/ Gary J. Morgan
--------------------------
GARY J. MORGAN
Vice President-Finance,
Chief Financial Officer
Secretary, Treasurer and
Director
March 16, 1999 By: /S/ Thomas F. Hayes
--------------------------
THOMAS F. HAYES
Director
March 16, 1999 By: /S/ Alan Lawley
--------------------------
ALAN LAWLEY
Director
March 16, 1999 By: /S/ Nicholas DeBenedictis
--------------------------
NICHOLAS DeBENEDICTIS
Director
March 16, 1999 By: /S/ Jeffrey H. Nicholas
--------------------------
JEFFREY H. NICHOLAS
Director
17
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit Number Exhibit Sequentially Numbered Page
<S> <C> <C>
5 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP 19
23 (a) Consent of Margolis & Company, P.C. 20
99 (a) Dividend Reinvestment and Direct Stock Purchase Plan 21
Enrollment Form
99 (b) Direct Deposit Authorization Agreement 23
99 (c) Letter to Shareholder 24
</TABLE>
18
<PAGE>
Exhibit 5: Opinion of Fox, Rothschild, O'Brien & Frankel, LLP
March 16, 1999
Met-Pro Corporation
160 Cassell Road, P.O. Box 144
Harleysville, PA 19438
Re: Met-Pro Corporation Registration Statement on Form S-3
- --------------------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Met-Pro Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to the issuance under the Company's Dividend and Direct Stock Purchase
Plan of up to 250,000 shares of the Company's common stock, par value $0.10 per
share, plus such indeterminate number of additional shares as may be issuable
pursuant to any stock split or stock dividend authorized by the Company after
the date hereof (collectively the "Shares"). We have examined such records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Our opinion set forth below is limited to the statutory provisions of General
Corporation Law of the State of Delaware.
In our opinion, the Shares, when issued and sold as described in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities Exchange Commission
thereunder.
We wish to call your attention to the fact that Jeffrey H. Nicholas, a partner
of this firm, is a Director of the Company, and that Mr. Nicholas and other
partners of this firm owns shares of the common stock of the Company that we
believe in the aggregate amount to less than 1% of the Company's issued and
outstanding shares.
Very truly yours,
/S/________________________________________
FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
19
<PAGE>
Exhibit 23 (a): Consent of Margolis & Company, P.C.
The Board of Directors
Met-Pro Corporation:
We consent to incorporation by reference in this Registration Statement on Form
S-3 of Met-Pro Corporation of our report dated February 19, 1998 (except for
Note 15, as to which the date is February 23, 1998), relating to the
consolidated balance sheets and statements of equity of Met-Pro Corporation and
subsidiaries as of January 31,1998 and the related consolidated statements of
income and cash flows for each of the years in the three-year period ended
January 31, 1998, which report is incorporated by reference in the January 31,
1998 Annual Report on Form 10-K of Met-Pro Corporation.
We also consent to the reference to our firm under the heading "Independent
Certified Public Accountants" appearing elsewhere herein.
/S/____________________
Bala Cynwyd, Pennsylvania
March 16, 1999
20
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99 (a): Dividend Reinvestment and Direct Stock Purchase Plan Enrollment Form
Met-Pro Corporation
Dividend Reinvestment and Direct Stock Purchase Plan
Enrollment Form
- ----------------------------------------------------------------------------------------------------------------------------------
Enrolling in the Plan:
I wish to enroll in the Met-Pro Corporation Dividend Reinvestment and Direct
Stock Purchase Plan (Plan) by making an initial investment. Enclosed is a check
or money order for $ __________ ($1,000 minimum/$10,000 maximum) payable to
"American Stock Transfer & Trust Company/Met-Pro".
Please note any
address
corrections
directly on this
form to the left.
Please provide
your daytime phone
number to assist
us in processing
your enrollment.
Daytime Phone: ( ) _________________
Your preprinted name and address above is for mailing purposes only. Please
complete one of the boxes below for the exact account registration.
- ----------------------------------------------------------------------------------------------------------------------------------
<S><C>
Account Registration. Please check one box and provide all requested information. Please print clearly:
Check here if registration desired matches mailing information above. Social Security Number _____________
INDIVIDUAL OR JOINT ACCOUNT. Joint accounts will be presumed to be joint tenants
unless restricted by applicable state law or otherwise indicated. Only one
Social Security Number is required for tax reporting.
- -----------------------------------------------------------------------------------------------------------
Owner=s First Name M.I. Last Name Owner's Social Security Number
- -----------------------------------------------------------------------------------------------------------
Joint Owner=s First Name M.I. Last Name
CUSTODIAL. A minor is the beneficial owner of the account with an adult
Custodian managing the account until the minor becomes of age, as specified in
the Uniform Gifts/Transfers to Minors Act in the minor's state of residence.
- ----------------------------------------------------------------------------------------------------------
Custodian=s First Name M.I. Last Name
- -----------------------------------------------------------------------------------------------------------
Minor's First Name M.I. Last Name Minor's Social Security Number Minor's State of Residence
TRUST. Account is established in accordance with provision of a trust agreement.
- -----------------------------------------------------------------------------------------------------------
Trustee Name Name of Trust Trust Date Tax ID Number Beneficiary
- ----------------------------------------------------------------------------------------------------------------------------------
Dividend Election. Please check one box:
You may choose to reinvest all or some of the dividends paid on Company stock
registered in your name and held by you under the Program. If you do not
indicate a choice, you will automatically be enrolled in the Plan under Full
Dividend Reinvestment.
Full Dividend Reinvestment. I wish to reinvest all of my Common Stock dividends
in additional shares of Common Stock. I may also make optional payments to the
program. I wish to make an optional cash investment at this time. Enclosed is my
check or money order payable to American Stock Transfer & Trust Company/Met-Pro
for
$---------------------.
Partial Dividend Reinvestment. I wish to reinvest dividends based on
_____________ full shares and to receive cash dividends on the balance of
shares. I may also make optional cash payments to the Plan. I wish to make an
optional cash investment at this time. Enclosed is my check or money order
payable to American Stock Transfer & Trust Company/Met-Pro for
$_______________________.
Regardless of whether you elect Full Dividend Reinvestment or Partial Dividend
Reinvestment the dividends on all shares held by the Plan Administrator in your
Plan account will be reinvested.
- ----------------------------------------------------------------------------------------------------------------------------------
Sign Here:
By signing this form, I request enrollment, certify that I have received and
read the Prospectus describing the Plan and agree to abide by the terms and
conditions of the Plan. I hereby appoint American Stock Transfer & Trust Company
as my agent to apply dividends and any investments I may make to the purchase of
shares under the Plan. I understand that I may revoke this authorization at any
time by written notice to American Stock Transfer & Trust Company.
All joint owners must sign.
Under penalties of perjury, I also certify that: A, The number shown on this
form is my correct Social Security Number or Taxpayer ID Number. B, I am not
subject to backup withholding either because (1) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (2) the IRS has
notified me that I am no longer subject to backup withholding. (Check here ____
if you have been notified by the IRS that you are subject to backup withholding
because of underreporting of interest or dividends on your tax returns.)
- ---------------------------------------------------------------------------------------
Signature Date Signature
- ----------------------------------------------------------------------------------------------------------------------------------
Automatic Monthly Investment:
Automatic Reinvestment. You may authorize automatic monthly deductions from your
personal bank account. American Stock Transfer & Trust Company will invest these
deductions in company stock and credit the account you designate on the reverse
side. To initiate these deductions, please complete the reverse side of this
form and check this box.
Your authorized monthly deduction from your bank account must be for at least
$100 and cannot exceed $2,500 per month.
21
<PAGE>
PLEASE COMPLETE THIS FORM AND SIGN AND DATE AT THE BOTTOM
PLEASE SUBMIT A VOIDED CHECK OR DEPOSIT TICKET FOR THE ACCOUNT YOU WISH TO HAVE
CHARGED EACH MONTH.
Met-Pro Corporation
Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan")
I hereby authorize American Stock Transfer & Trust Company to charge my banking
account described below each month for the amount indicated by me which is to be
used to purchase shares of Met-Pro Corporation, in accordance with the terms of
the Plan. I understand that the monthly amount will be charged to my account on
the second business day preceding the investment date and that this
authorization will continue in effect until written notification from me is
received by American Stock Transfer & Trust Company.
FILL IN THE INFORMATION BELOW FOR STOCK PURCHASES USING AUTOMATIC MONTHLY DEDUCTIONS.
Please Print All items.
1. Type of Account Checking ___ Savings ___
2. __________________________________________
Bank Account Number
3. ________________________________________________________________
Name of Bank Account
4. ________________________________________________________________
Financial Institution
----------------------------------------------------------------
Branch City and State
5. ____________________ 6. ________________________.00 (Minimum $100/Maximum $2,500.00)
ABA Number Amount of automatic deduction
(whole dollars only)
PLEASE CONFIRM ITEMS 2 AND 5 WITH YOUR BANK PRIOR TO SUBMITTING THIS
APPLICATION.
- -------------------------------------- -------------------------------------------
Dividend Reinvestment Plan Account Number Signed
(if already enrolled)
-------------------------------------------
Date
Mail this form to: American Stock Transfer & Trust Company
Dividend Reinvestment Department ( )____________________________
40 Wall Street Area Code Daytime Telephone Number
New York, NY 10005
1-800-278-4353
</TABLE>
22
<PAGE>
Exhibit 99 (b): Direct Deposit Authorization Agreement
<TABLE>
<CAPTION>
MET-PRO CORPORATION
DIRECT DEPOSIT AUTHORIZATION AGREEMENT
(Please print all information.)
Please deposit my Met-Pro Corporation dividends into the deposit account as
indicated below. In addition, in the unlikely event that an erroneous deposit
should transpire, I authorize American Stock Transfer & Trust Co. and the
financial institution indicated below to correct such inaccuracy with a credit
or debit to the same account.
<S><C>
Savings _____ Checking _____
Name of financial institution where deposit account is maintained:
Name:________________________________________________ Account Number:
City:______________________ State:_______ Zip: _______ ______________________________
Transit/ABA Number: (Nine digit number at bottom left hand corner of personal check or deposit ticket)
- --------------------------------------------------------------------------
Name(s) as it appears on shareholder records:
- --------------------------------------------------------------------------
(Can be obtained from stock certificate and/or dividend check)
Shareholder account number: (Can be obtained from the dividend check)
- --------------------------------------
Special Note: In order to ensure the correctness of the depository institution indicated above, please attach a
blank deposit ticket or "voided" check.
The authorization will remain in force and effect until American Stock Transfer & Trust Co. has received written
notification from me of its discontinuation. Note: Please allow 30 days for termination to be effective.
Signed: _______________________ Date: _______
Print Name: ______________________________________ Tax ID Number:
Address: ______________________________________ ________________________________________________
______________________________________ Signed: _______________________ Date: _______
Tax ID Number:
----------------------------------------------
23
<PAGE>
Exhibit 99 (c): Letter to Shareholder
March 16, 1999
Dear Shareholders:
I am pleased to send you the enclosed Prospectus describing Met-Pro
Corporation's Dividend Reinvestment and Direct Stock Purchase Plan. Your
enrollment in this Plan will allow you to automatically invest all of your cash
dividends into shares of common stock of the Company with a 3% discount. It will
also permit you to make Optional Cash Investments each month to purchase
additional shares. For further information or answers to any specific questions
you may have concerning the Plan, please call American Stock Transfer & Trust
Company at 800-278-4353.
To enroll in the plan as a holder of record, simply complete the enclosed
"Enrollment Form" and return it in the postage paid self-addressed envelope.
In addition, Met-Pro Corporation is pleased to announce a new service to
shareholders called "Direct Deposit." This will allow you to have your cash
dividends on your Met-Pro Corporation common stock deposited directly into your
checking or savings account at the financial institution of your choice on the
date the dividend is payable. This would eliminate the possibility of mail
delays and lost, stolen or destroyed dividend checks. Once you are enrolled in
Direct Deposit, your future dividend payments will be made electronically each
time a dividend is paid. You will receive a statement from American Stock
Transfer & Trust Company showing the dividend amount that has been deposited to
your account.
In order to sign up for Direct Deposit, simply complete the attached "Direct
Deposit Authorization Agreement", sign where indicated, attach a blank deposit
ticket or "voided" check and return it to our transfer agent, American Stock
Transfer & Trust Company, in the postage paid self-addressed envelope at least
thirty (30) days before the payment date. Beginning with the next dividend paid,
your proceeds will be deposited into the checking or savings account you have
requested.
For the dividend that is payable April 23, 1999, the Administrator must receive
your Enrollment Form or Direct Deposit Authorization Agreement by no later than
April 16, 1999. If you do not wish to participate in the Plan or if your
Enrollment Form or Direct Deposit Authorization Agreement is received after
April 16, 1999, you will continue to receive checks for your dividends as they
are declared.
Your support of and confidence in Met-Pro Corporation is appreciated.
Very truly yours,
/s/ William L. Kacin
- -----------------------
William L. Kacin
President and CEO
24
</TABLE>
