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(ii) contains a restrictive legend stating that the shares of common stock
cannot be resold except
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: November 21, 1996
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
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(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 November 21, 1996, Ceco Environmental Corp. (the "Registrant") agreed to
issue 138,800 shares of common stock in exchange for 138,800 shares of common
stock of Ceco Filters, Inc. ("Filters") to a single off-shore investor. The
transactions 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 138,800 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,
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(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: December 3, 1996 Phillip DeZwirek
---------------------------------
Phillip DeZwirek,
Chief Executive Officer and
Chief Financial Officer
2
