SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2021
OMEGA FLEX, INC.
(Exact name of registrant as specified in charter)
|(State or other jurisdiction||(Commission||(I.R.S. Employer|
|of incorporation)||File Number)||Identification No.)|
451 Creamery Way,
Exton, Pennsylvania, 19341
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (610) 524-7272
(Former name or former address, if changed since last report.)
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:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||OFLX||NASDAQ Global Market|
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.
The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstance after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances. For additional information about risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the Quarterly Report on Form 10-Q for the period ended June 30, 2021.
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On August 24, 2021, Omega Flex, Inc. (the “Company”) announced that Matthew F. Unger has been appointed as Interim Finance Director, effective on August 27, 2021, serving in that position until a permanent appointment of a chief financial officer is completed. Mr. Unger has also been designated by the board to serve as the Company’s principal financial officer and principal accounting officer. Mr. Unger has previously served as the Company’s controller and principal accounting officer since July 2015. He is a certified public accountant with twelve years of public accounting experience prior to joining the Company.
Mr. Unger will be eligible for participation in the OmegaFlex executive incentive compensation plan for the year ending December 31, 2021, and the OmegaFlex, Inc. 2006 Phantom Stock Plan. Mr. Unger will also enter into a change of control agreement in the form disclosed as an exhibit to the Annual Report on Form 10-K filed March 9, 2020.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OMEGA FLEX, INC.
|Date: August 24, 2021||By:||/s/ Kevin R. Hoben|
|Kevin R. Hoben|
|Chairman and Chief Executive Officer|