**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q/A**

 

**Amendment No. 1**

(Mark One)

**(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the quarterly period ended   **June 30, 2007**

 

| **(   )** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-----------|----------------------------------------------------------------------------------------------|

 

For the transition period from ________________________ to ______________________

 

Commission File Number             **000-51372**

 

**Omega Flex, Inc.**

 

(Exact name of registrant as specified in its charter)

 

 

| **Pennsylvania**                                               | **23-1948942**                       |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| **451 Creamery Way, Exton, PA**                                | **19341**                            |
| (Address of principal executive offices)                       | (Zip Code)                           |
|                                                           |                                 |

 

**(610) 524-7272**

 

Registrant’s telephone number, including area code

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                         Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of  “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange.  (Check one):

 

|   | Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
|--------|---------------------------|---------------------|-------------------------|

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of The Exchange Act).

|   | Yes o  No x |
|--------|-------------|

 

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS**

**DURING THE PRECEDING FIVE YEARS.**

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 12 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the courts.

 

The number of shares of the registrant’s common stock issued and outstanding as of July 25, 2007 was 10,153,633.

 

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**OMEGA FLEX, INC.**

 

**QUARTERLY REPORT ON FORM 10-Q/A**

**FOR THE SIX-MONTHS ENDED JUNE 30, 2007**

 

**INDEX**

 

 

| **PART II - OTHER INFORMATION**                                   | **Page No.** |
|-------------------------------------------------------------------|--------------|
|                                                              |         |
| Item 4 – Submission of Matters to a Vote of Security Holders | 3            |
|                                                              |         |
| **SIGNATURES**                                                    | 4            |

 

 

 

**EXPLANATORY NOTE**

 

The Registrant is amending its Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, previously filed on August 14, 2007, to include the information required by Part II, Item 4, which was omitted in the original filing.  Except for the foregoing matters, no other information included in our original Form 10-Q for the quarter ended June 30, 2007, is amended by this Form 10-Q/A.

 

 

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Item 4.  Submission of Matters to a Vote of Security Holders

 

On June 5, 2007, the Company held its 2007 annual meeting of shareholders.  The shareholders voted on the following proposals:

 

| 1. | To elect three Class 2 directors for a three year term expiring at the 2010 annual meeting of shareholders. |
|----|-------------------------------------------------------------------------------------------------------------|

 

| 2. | To approve the Omega Flex, Inc. Executive Compensation Plan |
|----|-------------------------------------------------------------|

 

| 3. | To ratify the appointment by the audit committee of the board of directors of Vitale Caturano & Co., Ltd. as the independent auditors for the Company for the fiscal year ending December 31, 2007. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

The results of the voting are as follows:

 

| 1.     | Election of Directors                                                                                                                                  |   |      |      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|-----------|
|   |                                                                                                                                                   |   | For       | Withheld  |
|   |                                                                                                                                                   |   |      |      |
|   | Lawrence J. Cianciolo                                                                                                                                  |   | 9,851,440 | 12,880    |
|   | Bruce C. Klink                                                                                                                                         |   | 9,851,575 | 12,745    |
|   | Edward J. Trainor                                                                                                                                      |   | 9,851,540 | 12,780    |
|   |                                                                                                                                                   |   |      |      |
|   | All three directors were elected.                                                                                                                      |   |      |      |
|   |                                                                                                                                                   |   |      |      |
| 2.     | To approve the Omega Flex, Inc. Executive Compensation Plan.                                                                                           |   |
|   |                                                                                                                                                   |   |      |      |
|   | For                                                                                                                                                    |   |      | 9,152,683 |
|   | Against                                                                                                                                                |   |      | 39,181    |
|   | Abstain                                                                                                                                                |   |      | 9,081     |
|   | Non-votes                                                                                                                                              |   |      | 663,375   |
|   |                                                                                                                                                   |   |      |      |
|   | The proposal was approved.                                                                                                                             |   |      |      |
|   |                                                                                                                                                   |   |      |      |
| 3.     | To ratify the appointment of Vitale Caturano & Co., Ltd. as the independent auditors for the Company for the fiscal year ending December 31, 2007: |   |
|   |                                                                                                                                                   |   |      |      |
|   | For                                                                                                                                                    |   |      | 9,858,632 |
|   | Against                                                                                                                                                |   |      | 2,099     |
|   | Abstain                                                                                                                                                |   |      | 3,589     |
|   |                                                                                                                                              |   |      |      |
|   | The proposal was approved.                                                                                                                             |   |      |      |
|   |                                                                                                                                                   |   |      |      |

 

 

-3-

 

**SIGNATURES**

 

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.

 

 

|                    |                                    |
|-------------------------|-----------------------------------------|
|                    | OMEGA FLEX, INC.                        |
|                    | (Registrant)                            |
|                    |                                    |
| Date: November 13, 2007 | By: /S/ E. Lynn Wilkinson______________ |
|                    | E. Lynn Wilkinson                       |
|                    | Vice President – Finance           |
|                    | and Chief Financial Officer             |

 

 

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