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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/29/05 Omega Flex, Inc. 10-12B 3:735K Mestek Inc |
Document/Exhibit Description Pages Size 1: 10-12B Omega Flex, Inc. Information Statement HTML 24K 3: EX-21 Omega Flex Subsidiaries HTML 4K 2: EX-99 Omega Information Statement HTML 666K
Registration No. 1-
_________________
_________________
| Pennsylvania | 23-1948942 |
|---|---|
| (State or Other Jurisdiction of | (IRS Employer |
| Incorporation or Organization) | Identification No.) |
451 Creamery Way Exton, Pennsylvania |
19341 |
|---|---|
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone
number, including area code: (610) 524-7272
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered |
|---|---|
Common Stock, par value $0.01 per share |
NASDAQ National Market * |
Securities to be registered pursuant to Section 12(g) of the Act:
| * | Application pending |
Cross-Reference Sheet
Between the Information Statement and Items of Form 10
Information
Included in the Information Statement and Incorporated by Reference
into the Registration Statement on Form 10
| Item No. | Caption | Location in Information Statement |
|---|---|---|
| 1. | Business | "Summary"; "Industry Overview"; "Description of Our Business"; and "Management's Discussion and Analysis of Financial Condition and Results of Operations." |
| 2. | Financial Information | "Summary Financial Information"; "Unaudited Pro Forma Financial Statements"; and "Management's Discussion and Analysis of Financial Condition and Results of Operations." |
| 3. | Properties | "Description of Our Business - Property." |
| 4. | Securities Ownership of Certain Beneficial Owners and Management |
Security Ownership of Management." |
| 5. | Directors and Officers | "Our Management." |
| 6. | Executive Compensation | "Our Management - Executive Compensation." |
| 7. | Certain Relationships and Related Transactions | "Summary"; "Description of the Distribution - Our Relationship with Mestek after the Distribution"; "Risk Factors - Risks Relating to Ownership of Our Common Stock"; "Our Management"; and "Relationships Between our Company and Mestek, Inc." |
| 8. | Legal Proceedings | "Description of Omega Flex Business - Legal Proceedings" |
| 9. | Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters | "Summary"; "Description of the Distribution"; "Dividend Policy"; "Distribution - Our Relationship with Mestek after the Distribution"; and "Description of Capital Stock" |
| 10. | Recent Sales of Unregistered Securities | "Description of Capital Stock" |
| 11. | Description of Registrant's Securities to be Registered |
"Description of Capital Stock" |
| 12. | Indemnification of Directors and Officers | "Indemnification of Directors and Officers" |
| 13. | Financial Statements and Supplementary Data |
"Summary Financial Information"; "Unaudited Pro Forma Financial Statements"; and "Management's Discussion and Analysis of Financial Condition and Results of Operations." |
| 14. | Changes In and Disagreements with Accountants on Accounting and Financial Matters |
None. |
| 15. | Financial Statements and Exhibits | |
| (a) Financial Statements and Financial Statement Schedules | The following financial statements are included in the Information Statement and filed as a part of this Registration Statement on Form 10: | |
(1) Unaudited Pro Forma Financial Statements of Omega Flex, Inc.; and | ||
(2) Financial Statements of Omega Flex, Inc. | ||
| (b) Exhibits. The following documents are filed as exhibits hereto: |
||
| Exhibit Number | Exhibit Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Omega Flex, Inc.* | |
| 3.2 | Amended and Restated Bylaws of Omega Flex, Inc.* | |
| 10.__ | Form of Indemnification Agreement between Mestek, Inc. and the Registrant* | |
| 10.__ | Form of Indemnification Agreement between the Registrant and various of its directors and officers* | |
| 10.__ | Schedule of directors and officers with Indemnification Agreement* | |
| 10.__ | Form of Tax Allocation Agreement between Mestek, Inc. and the Registrant* | |
| 10.__ | Employment Agreement with Kevin R. Hoben, dated as of April ___, 1996* | |
| 10.__ | Employment Agreement with Mark F. Albino, dated as of April ___, 1996* | |
| 10.__ | Form of Credit Agreement to be entered into among the Registrant and Bank of America, N.A.* | |
| 14.1 | Code of Business Ethics* | |
| 21.1 | List of Subsidiaries | |
| 23.1 | Consent of Vitale, Caturano & Company, Ltd.* | |
| 99.1 | Information Statement | |
| 99.2 | Corporate Governance Guidelines* | |
| * | To be filed by amendment |
| Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. |
| OMEGA FLEX, INC. BY: /S/ Kevin R. Hoben —————————————— Kevin R. Hoben President |
| This ‘10-12B’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/29/05 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/05 SEC UPLOAD¶ 9/30/17 1:24K Omega Flex, Inc. |