As filed with the Securities and Exchange Commission on August 27, 2013
Registration No. 333-155981
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
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)
| Delaware | 46-2630972 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
160 Cassell Road, P.O. Box 144 Harleysville, Pennsylvania 19438 | 19438 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Met-Pro Corporation 2008 Equity Incentive Plan
(Full title of the plan)
Jeffrey Lang
Chief Executive Officer
CECO Environmental Corp.
4625 Red Bank Road
Cincinnati, Ohio 45227
(416) 593-6543
(Name, address 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
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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Amendment”), relates to the Registration Statement on Form S-8 (the “Registration Statement”), File No. 333-155981, originally filed by Met-Pro Corporation (now known as Met-Pro Technologies LLC) (the “Company”) with the Securities and Exchange Commission on December 8, 2008, pertaining to the registration of 750,000 common shares of the Company, par value $0.10 per share (“Company Common Stock”), pursuant to the Met-Pro Corporation 2008 Equity Incentive 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 Company’s 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 Company’s 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.
This Amendment shall become effective automatically upon the date of filing in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Met-Pro Technologies LLC certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 27, 2013.
| MET-PRO TECHNOLOGIES LLC | ||
| By: | /s/ Jeffrey Lang | |
Jeffrey Lang Chief Executive Officer | ||
