-----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, ReTEaVmAV+NpmF9lrM4KQ+FhZoOSZrtONBw/qX/V88GjyRbLHr97/sa9XqRhIQE4 W/AEIvcYTwHh+QMFq1SkZw== 0001181431-07-019918.txt : 20070319 0001181431-07-019918.hdr.sgml : 20070319 20070319103937 ACCESSION NUMBER: 0001181431-07-019918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070315 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070319 DATE AS OF CHANGE: 20070319 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07099 FILM NUMBER: 07702135 BUSINESS ADDRESS: STREET 1: 3120 FORRER STREET CITY: CINCINNATI STATE: OH ZIP: 45209 BUSINESS PHONE: 4165936543 MAIL ADDRESS: STREET 1: 505 UNIVERSITY AVENUE STREET 2: SUITE 1400 CITY: TORONTO STATE: A6 ZIP: M5G 1X3 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 rrd151562.htm PROPERTY PURCHASE EXTENSION Prepared By R.R. Donnelley Financial -- 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 (Date of earliest event reported):  03/15/2007
 
CECO ENVIRONMENTAL CORP
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-7099
 
DE
  
13-2566064
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
3120 Forrer Street, Cincinnati, OH 45209
(Address of principal executive offices, including zip code)
 
(416) 593-6543
(Registrant’s telephone number, including area code)
 
(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))
 

Information to be included in the report

 
Item 1.01.    Entry into a Material Definitive Agreement
 
As disclosed on an 8-K filed June 22, 2005, on June 20, 2005, The Kirk and Blum Manufacturing Co., ("K&B"), an indirectly wholly owned subsidiary of CECO Environmental Corp. ("CECO"), entered into a Restated and Amended Purchase Agreement with Trademark Property Company ("Trademark") for the sale of the Cincinnati manufacturing and corporate office facilities (the "Agreement").   Subsequently, pursuant to a Third Amendment and Assignment to the Agreement, dated as of October 20,2005 and disclosed on an 8-K filed October 26, 2005, Trademark assigned the Agreement to Millworks Town Center, LLC ("Purchaser"). Pursuant to a Fourth Amendment and Assignment to Restated and Amended Purchase Agreement, a Fifth Amendment to Restated and Amended Purchase Agreement, a Sixth Amendment to Restated and Amended Purchase Agreement, a Seventh Amendment to Restated and Amended Purchase Agreement, an Eighth Amendment to Restated and Amended Purchase Agreement, a Ninth Amendment to Restated and Amended Purchase A greement, a Tenth Amendment to Restated and Amended Purchase Agreement, an Eleventh Amendment to Restated and Amended Purchase Agreement, and a Twelth Amendment to Restated and a Amended Purchase Agreement the closing of Parcel A was extended.

Pursuant to a Thirteenth Amendment to Restated and Amended Purchase Agreement ("Thirteenth Amendment") between Purchaser and K&B, dated March 15, 2007, the closing of Parcel A has been extended to on or before July 16, 2007. The date that the $50,000 deposit, which was placed in a third party escrow, is no longer fully refundable has been extended from March 15, 2007 to July 2, 2007. Thereafter, the deposit is refundable to Purchaser only in the event of default by K&B under the Agreement. The escrow deposit is fully applicable to the purchase price of the Parcel A closing. The date on which the Purchaser has agreed to deposit $400,000 in the third party escrow account has been extended from March 15, 2007 to July 2, 2007. This deposit is refundable to Purchase r only in the event of a default by K&B under the Agreement and is fully applicable to the purchase price of the Parcel A closing.   Under the Thirteenth Amendment, the closing of Parcel B is extended to the later of March 25, 2008 or 30 days after K&B notifies Purchaser that K&B is no longer occupying Parcel B, but in no event beyond 10 months following the closing of Parcel A.

The closing of the acquisition is subject to various customary closing conditions. Additionally, closing is subject to certain special conditions such as the negotiation of a definitive agreement setting forth K&B's post-closing possessory rights.

The description set forth herein of the Thirteenth Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed with this report as Exhibit 10.1 and incorporated by reference into this Item 1.01.   

This report contains statements about the future, sometimes referred to as "forward--looking" statements. Forward-lo oking statements are typically identified by the use of the words "believe," "may," "should," "expect," "anticipate," "estimate," "project," "propose,""plan," "intend" and similar words and expressions. Forward--looking statements are not guarantees of completion of proposed transactions, availability of tax-free treatment, or similar matters. Forward--looking statements are subject to risks and uncertainties outside CECO's control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see CECO's other SEC reports.

 
 
Item 9.01.    Financial Statements and Exhibits
 
10.1 Thirteenth Amendment to Restated and Amended Purchase Agreement
 

 

Signature(s)
 
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 hereunto duly authorized.
 
      
 
CECO ENVIRONMENTAL CORP
 
 
Date: March 19, 2007
     
By:
 
/s/    Dennis W. Blazer
               
Dennis W. Blazer
               
Chief Financial Officer and Vice President-Finance and Administration
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-10.1
  
Thirteenth Amendment to Restated and Amended Purchase Agreement
EX-10.1 2 rrd151562_19031.htm THIRTEENTH AMENDMENT TO RESTATED AND AMENDED PURCHASE AGREEMENT THIRD AMENDMENT AND ASSIGNMENT TO

THIRTEENTH AMENDMENT TO
RESTATED AND AMENDED PURCHASE AGREEMENT

 

This Thirteenth Amendment to Restated and Amended Purchase Agreement ("Thirteenth Amendment") is effective as of the 15th of March, 2007, between MILLWORKS TOWN CENTER, LLC, an Ohio limited liability company ("Purchaser"), and THE KIRK & BLUM MANUFACTURING COMPANY, an Ohio corporation ("Seller").

WITNESSETH:

WHEREAS, Seller and Trademark Property Company entered into that certain Restated and Amended Purchase Agreement dated June 20, 2005, as amended by that certain First Amendment to Restated and Amended Purchase Agreement dated July 15, 2005 and the Second Amendment to Restated and Amended Purchase Agreement dated September 14, 2005; Seller, Trademark Property Company and Purchaser entered into the Third Amendment and Assignment to Restated and Amended Purchase Agreement dated October 20, 2005; Seller and Purchaser entered into the Fourth Amendment to Restated and Amended Purchase Agreement dated December 29, 2005; Seller and Purchaser entered into the Fifth Amendment to Restated and Amended Purchase Agreement dated March 1, 2006; Seller and Purchaser entered into the Sixth Amendment to Restated and Amended Purchase Agreement dated April 21, 2006; Seller and Purchaser entered into the Seventh Amendment to Restated and Amended Purchase Ag reement dated May 9, 2006; Seller and Purchaser entered into the Eighth Amendment to Restated and Amended Purchase Agreement dated May 26, 2006; Seller and Purchaser entered into the Ninth Amendment to Restated and Amended Purchase Agreement dated June 8, 2006; Seller and Purchaser entered into the Tenth Amendment to Restated and Amended Purchase Agreement dated October 6, 2006; Seller and Purchaser entered into the Eleventh Amendment to Restated and Amendment Purchase Agreement dated October 31, 2006, and Seller and Purchaser entered into the Twelfth Amendment to Restated and Amendment Purchase Agreement dated December 21, 2006 (as amended, the "Agreement"), covering the sale of two (2) separate parcels of land, as more particularly described therein (unless otherwise defined herein, all defined terms in this Thirteenth Amendment will have the same meaning as in the Agreement); and

WHEREAS, Purchaser and Seller have previously agreed that the Closing of Parcel A was extended to occur to on or before March 30, 2007.

NOW, THEREFORE, for good and valuable consideration - which the parties acknowledge receiving - Seller and Purchaser hereby agree as follows:

    1. The Escrow Deposit of Fifty Thousand Dollars ($50,000) defined in the Tenth Amendment shall be fully and unconditionally refundable to Purchaser until July 2, 2007. Thereafter, the Escrow Deposit is refundable to Purchaser only in the event of default by Seller under the Agreement. The Escrow Deposit shall be fully applicable to the Purchase Price at the Closing of Parcel A.

    2. Purchaser agrees to deposit on or before July 2, 2007, Four Hundred Thousand Dollars ($400,000.00) (the "Additional Deposit") in accordance with the Escrow Agreement. The Additional Deposit shall be refundable to Purchaser only in the event of default by Seller under the Agreement. The Additional Deposit shall be fully applicable to the Purchase Price at the Closing of Parcel A.

    3. Closing of Parcel A is hereby extended to on or before July 16, 2007.

    4. Closing of Parcel B is hereby extended to on or before the later of (i) March 25, 2008 or (ii) thirty (30) days after Purchaser's receipt of written notice from Seller certifying that Seller has completely vacated Parcel B and is no longer occupying any portion thereof, but in no event shall Seller occupy Parcel B beyond the date which is ten (10) months after the Closing of Parcel A provided the Closing of Parcel B occurs.

Except as specifically modified by the terms of this Thirteenth Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect and unmodified and are hereby ratified by the parties.

This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which - when taken together - will constitute one (1) document. Facsimile signatures will be treated as original signatures for all purposes hereunder.

 

EFFECTIVE as of the day and year first above written.

 

 

 

PURCHASER: MILLWORKS TOWN CENTER, LLC,

an Ohio limited liability company

 

By: /s/

Name:

Its:

 

 

 

SELLER: THE KIRK & BLUM MANUFACTURING COMPANY,

an Ohio corporation

 

By: /s/

Name:

Its:

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----