As filed with the Securities and Exchange Commission on August 27, 2013.
Registration No. 333-74481
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Met-Pro Technologies LLC
(successor by merger to Met-Pro Corporation)
(Exact name of registrant
as specified in its charter)
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Delaware
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3564
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46-2630972
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(State or other jurisdiction
of incorporation)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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160 Cassell Road, P.O. Box 144
Harleysville, Pennsylvania 19438
(215) 723-6751
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp.
4625 Red Bank Road
Cincinnati, Ohio 45227
(416) 593-6543
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Leslie J. Weiss
Barnes & Thornburg LLP
One North Wacker Drive, Suite 4400
Chicago, Illinois 60606
(312) 357-1313
Approximate date of
commencement of proposed sale of the securities to the public:
Not applicable.
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, 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.
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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.
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If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box.
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If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
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Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Amendment), relates to the Registration Statement on Form S-3 (the
Registration Statement), File No. 333-74481, originally filed by Met-Pro Corporation (now known as Met-Pro Technologies LLC) (the Company) with the Securities and Exchange Commission on March 16, 1999, pertaining to
the registration of 250,000 common shares of the Company, par value $0.10 per share (Company Common Stock), pursuant to the Met-Pro Dividend Reinvestment and Direct Stock Purchase Plan.
On August 27, 2013, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of April 21,
2013 and amended as of August 5, 2013, by and among CECO Environmental Corp. (Parent), Mustang Acquisition Inc. (Merger Sub), Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.)
(Successor Sub) and the Company, (i) Merger Sub merged with and into the Company (the First Merger), with the Company surviving as the surviving corporation of the First Merger, and (ii) promptly thereafter,
the Company merged with and into Successor Sub (the Second Merger), with Successor Sub surviving as the surviving entity of the Second Merger under the name Met-Pro Technologies LLC.
As a result of the First Merger, (i) all outstanding shares of Company Common Stock (other than any shares of Company Common Stock
held in treasury, owned by the Companys subsidiaries or owned by Parent, Merger Sub or Successor Sub) were cancelled and automatically converted into the right to receive either: (A) an amount in cash equal to $13.75 per share of Company
Common Stock, without interest, or (B) 1.0843 shares of common stock, par value $0.01 per share, of Parent (Parent Common Stock) per share of Company Common Stock, plus cash in lieu of any fractional share of Parent Common
Stock, and (ii) the offerings of the Companys securities pursuant to the Registration Statement have been terminated.
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date of this Amendment.
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 Post-Effective Amendment on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 27, 2013.
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MET-PRO TECHNOLOGIES LLC
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By:
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/s/ Jeffrey Lang
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Jeffrey Lang
Chief
Executive Officer
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