mpr20080212.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2008

MET-PRO CORPORATION
(Exact name of registrant as specified in its charter)


Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)


160 Cassell Road, P.O. Box 144
Harleysville, Pennsylvania		19438
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 723-6751

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


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

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

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Met Pro/Current Report on 8-K announcing filing of amended 10-Qs/A and 10-K/A

Item 2.02. Results of Operations.

The Company expects to report and hold a teleconference call on its results of operations and financial performance for the fourth quarter and for the fiscal year ended January 31, 2008 on February 28, 2008. The Company will provide details for the teleconference call next week.

A copy of the press release with respect to the foregoing is furnished herewith as Exhibit 99.1. The information included as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01. Other Events.

Concurrently with the filing of this Current Report on Form 8-K, Met-Pro Corporation (the “Company”) is filing amended Forms 10-Q/A for the fiscal quarters ended October 31, 2006, April 30, 2007, July 31, 2007, and October 31, 2007, as well as an amended Form 10-K/A for the fiscal year ended January 31, 2007 (collectively the “Amended Filings”).

This follows the disclosure made in a Current Report on Form 8-K filed on January 23, 2008 (the “January 23 Form 8-K”) that the Audit Committee of the Board of Directors of the Company, after discussion with management and the Company’s independent registered public accountants, Margolis & Company P.C., concluded that the Company’s financial statements for the periods noted above (other than for the fiscal quarter ended October 31, 2006, as noted below) should no longer be relied upon because of errors in such financial statements that would require restatement of the financial statements.

The financial statements for the affected periods prematurely recognized net sales and net income that should have been recognized in subsequent fiscal periods or which are expected to be recognized in future fiscal periods. The January 23 Form 8-K further disclosed that, based upon the preliminary findings of the Audit Committee, the financial statement errors were the result of unauthorized actions by one non-officer level sales employee, in violation of the Company’s policies including its revenue recognition policy.

The Audit Committee’s subsequent investigation has indicated that, for similar reasons, restatement of the unaudited financial statements as of and for the fiscal quarter ended October 31, 2006 is also required. The premature recognition of net sales and net income resulted in or contributed to errors in earnings per share, accounts receivable, inventories, prepaid expenses, accounts payable, accrued expenses, customers’ advances, retained earnings, and backlog, and the purpose of the Amended Filings is to correct the errors in each particular filing that were made. More information with respect to the impact of the errors is contained in each individual Amended Filing, including in the Explanatory Note set out at the beginning of each Amended Filing. The adjustments in net sales, net income, earnings per share and backlog figures made in the Amended Filings, inclusive of those with respect to the fiscal quarter ended October 31, 2006, do not differ materially from those expressed in the January 23 Form 8-K.

The Audit Committee’s investigation to date has revealed that the financial statement errors were facilitated by fabricated statements and documents by the employee as well as by false statements by two different outside vendors each acting together with the employee to mislead the Company. The investigation has also revealed that the employee improperly entered into commission sharing agreements with several outside sales representatives with respect to commissions paid by the Company, in violation of the Company’s policies. The amount received by the employee as a result of these commission agreements is currently believed to be less than $300,000. The Company does not believe that these commission irregularities on their own resulted in financial statement errors. To date the Audit Committee’s investigation has not revealed any data to suggest that any other employees of the Company were involved. The Audit Committee’s investigation is continuing.

As previously disclosed in the January 23 Form 8-K, the Company has instituted a number of changes in its internal control over financial reporting. This follows the Company’s determination that it did not maintain effective policies and procedures with respect to revenue recognition as of the date of the respective fiscal periods covered by the Amended Filings and that this material weakness contributed, together with the false statements by the vendors, documents fabricated by the employee, and the other unauthorized actions by the employee explicitly intended to circumvent the Company’s revenue recognition and other policies and procedures, to the financial statement errors. The internal control changes instituted by the Company are designed to improve the Company’s control over revenue recognition as well as sales commissions. More information regarding the material weakness in internal control over financial reporting and the Company’s remediation plan is contained in the Controls and Procedures sections of the Amended Filings.

The Company is seeking restitution from the employee and has terminated the employee’s employment relationship with the Company.

The Company voluntarily reported this matter to the Securities and Exchange Commission prior to the filing of the January 23 Form 8-K and has been advised that the SEC has commenced an informal investigation with respect to these matters. The Company is cooperating fully with the investigation.

A copy of a press release announcing these matters is furnished as Exhibit 99.1 hereto. The information included as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act or 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SIGNATURE

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

Date: February 12, 2008

	MET-PRO CORPORATION

	By: /s/ Raymond J. De Hont
	Raymond J. De Hont,
	President and Chief Executive Officer

Date:	February 12, 2008
For Release:	Immediate
Contact:	Investor Contact:
	Gary J. Morgan,	Joseph Crivelli, Executive Vice President
	Senior Vice President of Finance, CFO	Gregory FCA Communications
	215-723-6751, gmorgan@met-pro.com	610-642-8253 extension 123

Met-Pro Files Amended Forms 10-K and 10-Qs and Updates Investors

on Status of Audit Committee Investigation

Harleysville, PA, February 12, 2008– Raymond J. De Hont, Chairman and Chief Executive Officer of Met-Pro Corporation (NYSE: MPR), today announced the Company filed amended Forms 10-Q/A for the fiscal quarters ended October 31, 2006, April 30, 2007, July 31, 2007, and October 31, 2007, as well as an amended Form 10-K/A for the fiscal year ended January 31, 2007 (collectively the “Amended Filings”).

The Amended Filings correct errors to the Company’s financial statements which resulted from the unauthorized actions of a non-officer sales employee, in violation of the Company’s policies including its revenue recognition policy. The employee’s actions caused the Company to prematurely recognize net sales and net income and resulted in or contributed to errors in earnings per share, accounts receivable, inventories, prepaid expenses, accounts payable, accrued expenses, customers’ advances, retained earnings, and backlog.

The adjusted sales, net income, earnings per share, and backlog figures as reported in today’s Amended Filings do not differ materially from those reported in the press release and 8-K filed on January 23, 2008.

The following is a summary of the adjustments:

	3rd Quarter Ended 10/31/2006	4th Quarter Ended 1/31/2007	FYE 1/31/2007	1st Quarter Ended 4/30/2007	2nd Quarter Ended 7/31/2007	3rd Quarter Ended 10/31/2007
As Reported
Net Sales	$25,323,927	$22,529,264	$91,411,114	$21,916,609	$27,596,089	$28,059,516
Net Income	2,172,818	2,001,878	7,190,829	3,878,243	2,527,701	2,786,139
EPS, Diluted(1)	0.14	0.13	0.47	0.25	0.17	0.18
EPS, Basic (1)	0.15	0.13	0.48	0.26	0.17	0.19
Backlog of Orders	24,683,895	28,638,162	28,638,162	30,022,963	26,482,339	20,563,041

As Amended
Net Sales	$25,008,855	$22,025,706	$90,592,484	$20,816,113	$25,148,431	$29,042,650
Net Income	2,066,466	1,844,205	6,926,804	3,721,751	1,927,268	3,066,852
EPS, Diluted(1)	0.14	0.12	0.46	0.24	0.13	0.20
EPS, Basic (1)	0.14	0.12	0.46	0.25	0.13	0.20
Backlog of Orders	24,998,967	29,456,792	29,456,792	31,942,079	30,290,983	22,297,091

(1)	On October 17, 2007, the Board of Directors declared a four-for-three stock split which was paid on November 14, 2007 to shareholders of record on November 1, 2007. All references to per share amounts give effect to the split.

Met-Pro Corporation/Page 2

To date, the Audit Committee’s investigation, which is continuing, has revealed the following:

·	The financial statement errors were facilitated by fabricated statements and documents by the employee as well as by false statements by two different outside vendors each acting together with the employee to mislead the Company.

The employee improperly entered into commission sharing agreements with several outside sales representatives with respect to commissions paid by the Company, in violation of the Company’s policies. The amount received by the employee as a result of these commission agreements is currently believed to be less than $300,000.

·	No other employees of the Company were involved.

The Company has instituted a number of changes in its internal control over financial reporting in order to improve the Company’s control over revenue recognition as well as sales commissions and to reduce the likelihood of any reoccurrence of these issues. The Company has also terminated the employee, and intends to seek restitution from him.

De Hont stated, “While the Audit Committee’s investigation is ongoing, we are grateful to have quickly completed our Amended Filings in order to minimize investor concern. The actions of this former employee are regrettable, to say the least,and are in complete opposition to the culture of integrity that is fundamental toMet-Pro Corporation. Themisguided actions of this one employee are not indicativeof any broader ethical issues. Even so, we are working with our employees to reinforce policies, reiterate expectations, and ensure total commitment to first-rate ethics and sound business practices.”

Safe HarborStatement Under the Private Securities Litigation Reform Act of 1995:

This News Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believes," "expects," "may," "will," "should," "preliminary," "to date", and their variations are intended to identify forward-looking statements. Insofar as the Company's investigation is not complete, the amounts of prematurely recognized net sales and net income referred to above, and the statements that such net sales and net income will be recognized or are expected to be recognized in subsequent and/or future fiscal periods, are forward-looking statements. Additionally, the following are each forward-looking statements: the statements with respect to the Audit Committee's preliminary conclusions as to the nature, extent and impact of the employee's actions; statements as to the period in which the activities discussed above took place; statements as to the outcome of any further investigation the Company may undertake; statements as to the Company's ability to file restated financial statements; and statements as to remedial action taken by the Company to address the indicated areas of material weakness in its internal control over financial reporting.

The statements made in this News Release speak only as of the date of this News Release and are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by this News Release, including without limitation the further investigation that the Company is undertaking with respect to the matters referred to in this News Release; potential claims or proceedings relating to such matters, including shareholder, employee and customer litigation and/or claims and action by the SEC and/or other governmental agencies; and actions that may be taken or required in connection with the Company's investigation including the need to restate financial results for prior periods and the conclusions of the Company's management and/or audit committee based upon the results of the investigation.

For other factors that could cause Met-Pro Corporation's results to vary, please see the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2007 and other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or publicly update any forward-looking statement.

Met-Pro Corporation/Page 3

Met-Pro Corporation, with headquarters at 160 Cassell Road, Harleysville, Pennsylvania, was recently recognized, for the second consecutive year, as one of America’s “200 Best Small Companies” by Forbes magazine. The Company was also recently named as one of America’s “Top Publicly-Held Manufacturers” by Start-It magazine. Through its business units, in the United States, Canada, Europe and The People's Republic of China, a wide range of products and services are offered for industrial, commercial, municipal and residential markets worldwide. These include product recovery and pollution control technologies for purification of air and liquids; fluid handling technologies for corrosive, abrasive and high temperature liquids; and filtration and purification technologies including proprietary water treatment chemicals and filter products. For more information, please visit www.met-pro.com.

Met-Pro common shares are traded on the New York Stock Exchange, symbol MPR.

To obtain an Annual Report or additional information on the Company, please call 215-723-6751 and ask for the Investor Relations Department, or visit the Company’s Web site at www.met-pro.com.