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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.
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(Exact name of Registrant as specified in its charter)
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NEW YORK 0-7099 13-2566064
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(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)
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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
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Phillip DeZwirek,
Chief Executive Officer and
Chief Financial Officer
