8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2015

OMEGA FLEX, INC.

(Exact name of registrant as specified in charter)

Pennsylvania 000-51372 23-1948942 

(State or other (Commission (I.R.S. Employer

jurisdiction of  File Number)  Identification No.) 

incorporation) 

451 Creamery Way,

Exton, Pennsylvania, 19341

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (610) 524-7272

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

   (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

   (17 CFR 240.13e-4(c))

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control.  Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company.  There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.

 The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

 Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstance after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.  For additional information about risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the Quarterly Report on Form 10-Q for the period ended September 30, 2015.

ITEM 8.01 OTHER EVENTS

On December 10, 2015, Omega Flex, Inc. (the “Company”) issued a press release, announcing a special dividend of $0.85 per share to all shareholders of record as of December 21, 2015, and payable on or before January 6, 2016.  

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

a)none

b)none

c)none

d)The following documents are filed herewith as exhibits to this Form 8-K:

Exhibit 99.1 – Press Release

SIGNATURES

 In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 OMEGA FLEX, INC.

 (Registrant)

Date: December 10, 2015By: /s/ Paul J. Kane

 Paul J. Kane

 Vice President – Finance

 (Principal Financial Officer)

EX-99.1

Exhibit 99.1

 

Middletown, CTContact:  Kevin R. Hoben

December 10, 2015(860) 704-6820

Omega Flex, Inc. (the “Company”) today announced that the Board of Directors declared a special dividend of $0.85 per share payable on January 6, 2016 to shareholders of record on December 21, 2015.  In declaring this special dividend, the Board has restated its dividend policy of reviewing the cash needs of the Company from time to time, and based on results of operations, financial condition, capital expenditure plans, and consideration of possible acquisitions, as well as such other factors as the Board of Directors may consider relevant, determine on a quarterly basis whether to declare a dividend.

Kevin R. Hoben, President and CEO of Omega Flex, Inc., stated, “It is with great pleasure we have announced this special dividend to our shareholders.  The company has had record results so far in 2015, and the results of the hard work and investments made by OmegaFlex in its product designs, facilities, and dedicated people, are yielding the results we envisioned.  Looking at the company’s strong balance sheet and cash flow, the board has reviewed the cash needs of the company and determined that it is appropriate to return some cash to the shareholders.  The company continues to have adequate liquidity to meet its operating expenses and capital investment.”

This news release contains forward-looking statements, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of our control.

Certain statements in this news release constitute forward-looking statements with the meaning of the Private Securities Litigation Reform act of 1995, that are not historical facts but rather reflect our current expectations concerning future results and events.  The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (including its subsidiaries and affiliates) or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this news release.  We undertake no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.