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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 1997
CECO ENVIRONMENTAL CORP.
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(Exact name of registrant as specified in charter)
New York 0-7099 13-2566064
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
505 University Avenue, Suite 1400, Toronto, Ontario Canada M5G 1X3
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(Address of principal executive offices) (Zip Code)
(416) 593-6543
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
(a) On September 25, 1997, New Busch Co., Inc., a Delaware
corporation (the "Buyer") which is a wholly-owned subsidiary of CECO Filters,
Inc. ("Filters"), a majority-owned subsidiary of the Registrant, acquired
substantially all of the assets, and the business, of Busch Co., a
Pennsylvania corporation (the "Seller"). Seller was engaged in the business of
marketing, selling, designing and assembling ventilation, environmental and
process-related products, and also provided manufacturer's representative
services to certain companies or manufacturers in support or related
businesses. In connection with the acquisition, Buyer acquired substantially
all of (i) the machinery, fixtures, leasehold improvements, vehicles and
equipment of the Seller, (ii) all inventory of the Seller, (iii) all
contractual rights of the Seller, including rights to purchase orders, sales
orders, contracts-in-process and similar agreements, (iv) certain items of
prepaid expenses, (v) all rights of the Seller in its patents, trademarks,
service marks and licenses, (vi) the leasehold interest of Seller with respect
to the Premises at which it conducts its business, (vii) Seller's goodwill,
and (viii) all Seller's rights under employment agreements. The consideration
was determined by arm's length negotiations between the Buyer and Seller.
Prior to the acquisition, there was no material relationship between the
Seller and the Registrant or any of its affiliates, any director or officer of
the Registrant, or any associate of any such director or officer. The funds
required for the acquisition were obtained using a credit facility established
by Filters with CoreStates Bank, N.A. and a loan from the Registrant,.
In connection with such acquisition, the Buyer entered into an
Employment, Non-Compete and Confidentiality Agreement with Andrew M. Halapin,
the majority stockholder and President of the Seller, pursuant to which Mr.
Halapin agreed to be the Buyer's President and chief operating officer for
approximately three years.
(b) A portion of the assets acquired constitutes equipment and other
physical property previously used in the business of the Seller. The Buyer
intends to continue to use such equipment and physical property for the same
purposes.
Item 5. Other Events.
A copy of the Registrant's press release, dated September 15, 1997, is
attached hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The Registrant elects to
file the financial statements required by Item 7(a) by amendment to this Form
8-K, which amendment will be filed not later than December 9, 1997.
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(b) Pro-Forma Financial Information. The Registrant elects to file the
pro-forma financial information required by Item 7(b) by amendment to this Form
8-K, which amendment will be filed not later than December 9, 1997.
(c) Exhibits. Exhibits required by Item 601 of Regulation S-B.
Exhibit No. Exhibit
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2.1 Asset Purchase Agreement among New
Busch Co., Inc., Busch Co., and
Andrew M. Halapin dated September
25, 1997.*
2.2 Employment, Non-Compete and
Confidentiality Agreement between
New Busch Co., Inc. and Andrew M.
Halapin dated September 25, 1997.*
2.3 Press release issued September 15,
1997.*
* Incorporated by reference from the Form 8-K filed by CECO Filters, Inc. on
October 9, 1997 with the Securities and Exchange Commission with respect to
event of September 25, 1997.
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.
SIGNATURE
CECO ENVIRONMENTAL CORP.
By: /s/ Phillip DeZwirek
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Phillip DeZwirek
Chief Executive Officer
DATE: October 10, 1997
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