-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMMSwZnxFDlR6mifLwxsvsb8MijG8Qt1TnpDx47xjOKxvIMx1ok2e+XqjWBPsMQc rsPOvMgPrQ05QdUgh96SMw== 0000950116-97-001174.txt : 19970617 0000950116-97-001174.hdr.sgml : 19970617 ACCESSION NUMBER: 0000950116-97-001174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970612 ITEM INFORMATION: FILED AS OF DATE: 19970616 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CECO ENVIRONMENTAL CORP CENTRAL INDEX KEY: 0000003197 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 132566064 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07099 FILM NUMBER: 97624800 BUSINESS ADDRESS: STREET 1: 111 ELIZABETH ST STE 600 CITY: TORONTO ONTARIO MSG STATE: A6 BUSINESS PHONE: 4165936543 MAIL ADDRESS: STREET 1: 111 ELIZABETH STREET SUITE 600 CITY: TORONTO ONTARIO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: API ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALARM PRODUCTS INTERNATIONAL INC DATE OF NAME CHANGE: 19851210 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: June 12, 1997 CECO ENVIRONMENTAL CORP. ------------------------------------------------------ (Exact name of Registrant as specified in its charter)
NEW YORK 0-7099 13-2566064 - ---------------------------------- ---------- ---------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 111 ELIZABETH STREET, SUITE 600 TORONTO, ONTARIO MSG 1P7 - ---------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (416) 593-6543 ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS On June 12, 1997, Ceco Environmental Corp. (the "Registrant") agreed to issue 186,000 shares of common stock in exchange for 186,000 shares of common stock of Ceco Filters, Inc. ("Filters") to a single off-shore investor. The transaction was effected directly by the Registrant with the off-shore investor. The Registrant has claimed an exemption from registration under Regulation S promulgated under the Securities Act of 1933 in connection with the issuance of the 186,000 shares of common stock. The Registrant meets the qualifications required for an exemption under Rule 903 of Regulation S. The issuance of the shares of common stock was made in conformance with the requirements of Regulation S as follows: a Stock Exchange Agreement was signed by the off-shore investor which agreement (i) includes a number of representations and warranties by the investor as to its status as a non-U.S. person, (ii) contains a restrictive legend stating that the shares of common stock cannot be resold except in accordance with Regulation S, and (iii) contains representations, warranties and covenants from the investor with respect to the investor's current and future compliance with the requirements of Regulation S. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CECO ENVIRONMENTAL CORP. Dated: June 13, 1997 Phillip DeZwirek ----------------------------- Phillip DeZwirek, Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----