Registration No. 001-32489
Item No. | Caption | Location in Information Statement |
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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 | "Security Ownership of Management." |
| Beneficial Owners and Management | |
5 | Directors and Officers | "Our Management." |
6 | Executive Compensation | "Our Management - Executive Compensation." |
7 | Certain Relationships and Related | "Summary"; "Description of the Distribution - Our |
| Transactions | 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 | "Summary"; "Description of the Distribution"; "Dividend |
| Registrant's Common Equity and Related | Policy"; "Distribution - Our Relationship with Mestek after |
| Stockholder Matters | the Distribution"; and "Description of Capital Stock" |
10 | Recent Sales of Unregistered | "Description of Capital Stock" |
| Securities | |
11 | Description of Registrant's Securities | "Description of Capital Stock" |
| to be Registered | |
12 | Indemnification of Directors and Officers | "Indemnification of Directors and Officers." |
13 | Financial Statements and Supplementary | "Summary Financial Information"; "Unaudited Pro Forma |
| Data | 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 | None. |
| Financial Matters | |
15 | Financial Statements and Exhibits | |
Exhibit Number | Exhibit Description |
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3 | .1 | Form of Amended and Restated Articles of Incorporation of Omega Flex, Inc. * | |
3 | .2 | Form of Amended and Restated Bylaws of Omega Flex, Inc. * | |
10 | .1 | Form of Indemnification and Insurance Matters Agreement between Mestek, Inc. and the Registrant * | |
10 | .2 | Form of Indemnification Agreement between the Registrant and various of its directors and officers * | |
10 | .3 | Schedule of directors and officers with Indemnification Agreement * | |
10 | .4 | Form of Tax Allocation Agreement between Mestek, Inc. and the Registrant * | |
10 | .5 | Employment Agreement with Kevin R. Hoben, dated as of April 15, 1996 * | |
10 | .6 | Employment Agreement with Mark F. Albino, dated as of April 22, 1996 * | |
10 | .7 | Form of Separation and Distribution Agreement * | |
10 | .8 | Form of Transitional Services Agreement | |
10 | .9 | Shareholder Agreement dated July 1, 1996 | |
10 | .10 | Promissory Note between Mestek as Borrower and Omega Flex as Lender | |
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 * | |
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.