<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CECO ENVIRONMENTAL CORP.
(Exact name of registrant as specified in its character)
New York 13-2566064
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
111 Elizabeth Street Suite 600, Toronto, Ontario CANADA M5G 1P7
(Address of Principal Executive Officers) (Zip Code)
1995 Consulting Agreement Stock Options
(Full Title of the Plans)
Leslie J. Weiss, Esq.
Sugar, Friedberg & Felsenthal
30 North LaSalle Street
Suite 2600
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 704-9400
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon As Practicable After Registration Statement Becomes
Effective.
Page 1 of 12 Pages
Exhibit Index Begins on Page 8
(Facing Page Continued on the Following Page)
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(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 1,000,000 $2.25 $2,250,000 (1) $776.25
par value $0.01
per share
- ----------------------------------------------------------------------------------------------------------------------------
Total 1,000,000 $2.25 $2,250,000 $776.25
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h)(i) for the shares as to which options
have been granted pursuant to the 1995 Consulting Agreement Stock Options.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional indeterminate number of
shares as may become issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered hereby.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in part I of Form
S-8 will be sent or given to the applicable consultant as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 0-7099)
pursuant to the Securities Exchange Act of 1934 are incorporated by reference
into this Registration Statement.
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
b. The Company's reports on From 10-QSB for the quarters ending March 31,
1995 and June 30, 1995.
c. The description of the Company's Common Stock, $0.01 par value,
contained in the Company's registration statement on Form 10 filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934 on April 27, 1973, which
was declared effective on September 26, 1973, including any subsequent
amendment or any report or other filing with the Securities and Exchange
Commission updating such description.
d. All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which registers all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The Company's By-laws provide that the Company shall indemnify any
person made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal or investigative (a "proceeding"), including an action
by or in the right of the Company or any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which any director or officer of the Company served in
any capacity at the request of the Company, by reason of the fact that he, his
testator or intestate, was a director or officer of the Company, or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgment, fines, amounts paid in
settlement and reasonable expenses, including attorney's
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fees actually and necessarily incurred as a result of such proceeding, or any
appeal therein, if such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the Company and, in
criminal proceedings, in addition, had no reasonable cause to believe that his
conduct was unlawful.
Any determination as to whether a person has met an applicable standard
of conduct shall be made in accordance with the provisions of the Business
Corporation Law of the State of New York.
No indemnification shall be made to or on behalf of any person if a
judgment or other final adjudication adverse to such person establishes that his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
The Company's indemnification provisions shall be enforced to the
fullest extent permitted under law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
10(a) Consulting Agreement among the
Company, Robert A. Lerman and
John F. Ferraro, dated as of
April 1, 1995.
23 Consent of Margolis & Company P.C.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
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<PAGE> 6
which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to
information required to be included in a post-effective amendment by those
paragraphs which are contained in periodic reports filed by the
undersigned Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the 1Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
even that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the act
and will be governed by the final adjudication of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be singed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, on this 29th day
of August, 1995.
CECO ENVIRONMENTAL CORP.
By: /s/ Phillip DeZwirek
------------------------
Phillip DeZwirek
Chief Executive Officer,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date: August 29, 1995 /s/ Phillip DeZwirek
------------------------
Phillip DeZwirek
Chief Executive Officer,
Chief Financial Officer,
Director
Date: August 29, 1995 /s/ Jason Louis DeZwirek
------------------------
Jason Louis DeZwirek
Director
Date: August 29, 1995 /s/ Josephine Grivas
------------------------
Josephine Grivas
Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Document Number
------- -------- ------
<S> <C> <C>
10(a) Consulting Agreement among the 9
Company, Robert A. Lerman and
John F. Ferraro, dated as of
April 1, 1995
25 Consent of Margolis & Company P.C. 12
</TABLE>
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<PAGE> 1
EXHIBIT 10(a)
CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to
which ROBERT A. LERMAN of 20576 Linksview Circle, Boca Raton, Florida 33434 and
JOHN F. FERRARO of 86 Bershire Avenue, Southwick, Massachusetts 01077
(collectively the "Consultant") have been retained to serve as a financial
consultant and advisor to CECO ENVIRONMENTAL CORP., with offices at 111
Elizabeth Street, Suite 600, Toronto, Canada M5G 1P7 (the "Company"). The
undersigned hereby agree to the following terms and conditions:
(1) DUTIES OF CONSULTANT: The Consultant shall, upon request of the
Company, render the following services on a non-exclusive basis to the Company
from time-to-time.
(a) Consulting Services: Consultant shall render consulting
services and advice pertaining to the Company's business affairs as the Company
may from time-to-time request. Without limiting the generality of the
foregoing, Consultant shall assist the Company in developing, studying and
evaluating financial and business opportunities, and reports and discussions
pertaining thereto.
(b) Wall Street Liaison: Consultant will, when appropriate,
arrange meetings with and/or introduce the Company to individuals and
financial institutions in the investment community, such as securities
analysts, portfolio manager, and market makers. The intent of such activities
shall be to help the Company broaden the stock market appeal of the Company.
(c) No-Capital Raising Intent: In no event shall this Agreement be
construed as requiring, nor shall it be expected, that the Consultant is engaged
to participate in any capital raising activities of any sort for the Company.
Such services shall be rendered by Consultant at the request of the
Company upon reasonable notice, without any direct supervision by the Company
and at such time and place and in such manner (whether by conference, telephone,
letter or otherwise) as Consultant may determine.
(2) TERM: This Agreement and the duties obligations and
responsibilities of the parties shall commence on April 1, 1995 and shall
continue until September 30, 1996, unless extended by mutual agreement.
<PAGE> 2
(3) COMPENSATION:
As compensation for Consultant's services hereunder:
(a) The Company shall provide to the Consultant one option to purchase
an aggregate *1,000,000* shares of the common stock of the Company at $2.50 per
share. Said option shall expire April 30, 1996.
(b) Should the option be exercised in whole or in part on or before
December 31, 1995, the option price shall be reduced to $2.25 for such shares
exercised.
(c) The Company shall issue *one hundred thousand* (*100,000*) shares of
common stock of the Company to Consultant on April 1, 1995.
(d) The Company hereby agrees to file a registration statement pursuant
to a Form S-8 registration, or equal, to register the shares of stock underlying
the option as soon as is practicable after exercise of such options.
(e) All reasonable out of pocket expenses incurred by Consultant in the
performance of the services to be rendered hereunder shall be borne by the
Company, provided prior authorization is received therefore for any amount in
excess of $1,000.
(4) RELATIONSHIP: Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might hereafter be
agreed upon for a particular purpose. Except as expressly agreed, Consultant
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
(5) ASSIGNMENT: This Agreement is not assignable by either party.
(6) WAIVERS: No waivers, express or implied, by either of the parties
hereto of any breach of any of the covenants, agreements, or duties on the part
of the other party hereto to be kept or performed, or any conditions of this
contract, shall ever be deemed or taken to be a waiver of any other breach of
the same or a waiver of any other covenant, agreement, duty, or condition.
(7) VALIDITY AND ENFORCEABILITY: The invalidity or unenforceability of any
provision hereof shall in no way affect the validity of enforceability of any
other provision.
(8) MODIFICATIONS: This Agreement cannot be changed, modified or discharge
orally, but can be changed only if consented to in writing by both parties.
(9) NOTICES: Any notice or communication required hereunder to be sent to
either of the parities by the other hereto shall be deemed to have been
sufficiently given if mailed, postage prepaid, by registered or certified mail
to Consultant or to the Company at the addresses set forth in the introductory
paragraph of this Agreement or to such other address as may be filed by either
party with the other.
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(10) NON-EXCLUSIVE ASSIGNMENT: Nothing contained herein shall operate to
prevent the Consultant from engaging any other form of business or activity,
including without limitations providing the same or substantially the same
services as herein described to others.
(11) FLORIDA LAW: This Agreement shall be governed by the laws of the State
of Florida.
(12) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the Company and Consultant, and all previous agreements and
understandings are null and void.
Dated as of April 1, 1995.
By /s/Robert A. Lerman
--------------------
Robert A. Lerman
By /s/John F. Ferraro
---------------------
John F. Ferraro
AGREED AND ACCEPTED
CECO ENVIRONMENTAL CORP.
By: /s/Philliip DeZwirek
---------------------
Phillip DeZwirek, Chairman
<PAGE> 1
EXHIBIT 25
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (1,000,000 shares of common stock, par
value $0.01 per share of CECO Environmental Corp.) of our report dated January
27, 1995 included in CECO Environmental Corp.'s Form 10-KSB for the year ended
December 31, 1994.
/s/ Margolis & Company P.C.
Margolis & Company P.C.
Bala Cynwyd, PA
August 29, 1995
