| Pennsylvania | 1-448 | 25-0661650 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 260 North Elm Street, Westfield, MA | 01085 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
The information included in Item 12 of this Form 8-K, including the press release attached as Exhibit 99, is incorporated by reference into this Item 9 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
On August 13, 2004 Mestek, Inc. (the “Company”) issued a press release reporting its results for the quarter ended June 30, 2004. The Company’s earnings release for quarter ended June 30, 2004 is attached as Exhibit 99 and incorporated herein by reference.
The information in the earnings release and in this Item 12 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references such information.
The earning release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performances, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations to the most directly comparable GAAP financial measures.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS—Certain of the statements contained in this report and the exhibits attached hereto, including, without limitation, statements as to management’s good faith expectations and beliefs are forward-looking statements. 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. 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, 2003.
| The following exhibit is filed or furnished as part of this Report to the extent described in Item 9 and Item 12. |
| Exhibit Name | Description |
|---|---|
| 99 | Press Release dated August 13, 2004 pertaining to the financial results of the Company |
| for the quarter ended June 30, 2004. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MESTEK, INC.
| Date: | August 13, 2004 | By /s/ Stephen M. Shea |
| Stephen M. Shea | ||
| Senior Vice President | ||
| Chief Financial Officer |