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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 charter)
New York 13-2566064
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
505 University Avenue, M5G 1X3
Toronto, Ontario CANADA (Zip Code)
(Address of Principal Executive Office)
Incentive Compensation Stock Awards
(Full Title of the Plan)
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
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CALCULATION OF REGISTRATION FEE
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
Common 17,800 $2 15/16 $52,288 (1)$16.00
Shares
par value
$0.01 per
share
Total 17,800 $2 15/16 $52,288 $16.00
(1) Based upon the average of the high and low prices as reported by NASDAQ on
May 5, 1998, and calculated in the manner specified by Rule 457(c)under the
Securities Act of 1933.
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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 have been given to the employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Security 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission 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, 1997.
b. 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 28, 1973. Including any subsequent
amendment or any report or other filing with the Securities and Exchange
Commission updating such description.
c. 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.
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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 interstate, 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 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.
The 17,800 shares of common stock (the "Shares") of the Company being
registered were originally part of a block of Shares purchased in the open
market by the Company's subsidiary, CECO Filters, Inc. ("Filters"). Filters
transferred 17,800 Shares to 28 employees of Filters pursuant to its Incentive
Compensation Awards plan as of December 31, 1996. Certificates representing
the Shares were issued in March 1997. The transfer of the Shares to the
employees of Filters was exempt from the registration requirements of the
Securities Act of 1933 as a transaction not invovling a public offering. Both
the number of Shares issued and the number of persons to whom the Shares were
issued was limited and information regarding the Company and Filters was
distributed to all persons involved. All of the certificates representing the
Shares bear restrictive legends and were held by Filters until 1998, at which
time the certificates were given to the employees. To the best of the
Company's knowledge, as of this date, all of the Shares are held by the
persons to whom they were issued pursuant to the Incentive Compensation Award
plan.
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Item 8. Exhibits.
Exhibit
Number Description
------ -----------
10(a) Written Authorization to Issue Incentive
Compensation Awards
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) 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;
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(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 Registrant 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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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 5 day of May, 1998.
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 by the
following persons in the capacities and on the dates indicated.
Date: May 5, 1998 /s/ Phillip DeZwirek
--------------------
Chief Executive Officer,
Chief Financial Officer
Date: May 5, 1998 /s/ Jason Louis DeZwirek
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Jason Louis DeZwirek
Director
Date: May 5, 1998 /s/ Josephine Grivas
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Director
Date: May 6, 1998 /s/ Donald Wright
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Donald Wright
Director
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EXHIBIT INDEX
Exhibit Page
Number Document Number
------ -------- ------
10(a) Written Authorization to Issue 9
Incentive Compensation Awards
23 Consent of Margolis & Company P.C. 12
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Exhibit 10(a)
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
CECO FILTERS, INC.
The undersigned, being all of the members of the Board of Directors
of CECO FILTERS, INC., a Delaware Corporation (the "Corporation"), do hereby
consent in writing, without a meeting, pursuant to the authority of Section
141(f) of the Delaware General Corporation Law, to the adoption of the
following resolutions:
WHEREAS, the Corporation has decided to issue Incentive
Compensation Awards (the "Awards") to employees in recognition of
their contribution to the Corporation's improved performance in 1996;
and
WHEREAS, the Awards shall be given out in the form of CECO
Environmental Corporation ("CECO") common stock, such Awards to be
issued from the Corporation's holdings of CECO;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation be, and
hereby is, authorized to direct CECO to issue stock certificates
bearing a restriction legend, which legend cannot be removed earlier
than December 31, 1997, to the following employees for the number of
shares opposite their respective names:
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NAME OF EMPLOYEE NUMBER OF SHARES
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Joseph C. Dunbar 1,000
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Richard P. Brookman 1,500
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Matthew A. Lee 500
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John J. Hughes 750
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Mary R. Keenan 1,000
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Joyce R. Cunningham 1,500
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Marie C. Moore 1,000
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Jeanette L. Mestichelli 600
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Barry C. Rappaport 500
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Patricia E. Watton 250
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Gloria C. Joaquin 2,500
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Edward J. Falkowski 2,500
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Thaddeus R. Kiska 1,500
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Donna M. Kerwin 500
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Anthony J. Coscia 250
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Cynthia L. Simmons 100
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Michael F. Garybush 150
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Glen K. Booker 100
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Noel T. Booker 100
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David A. Hanson 100
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Joseph C. Lindsey 100
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Herbert Metzger 100
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Kinh T. Pham 100
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John W. Snyder 100
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David M. Slivinski 250
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Kenneth R. Robare 300
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Manuel Valadao 225
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Andre Faria 225
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FURTHER RESOLVED, that the appropriate officers of the
Corporation, be, and hereby are, authorized to take any and all
actions necessary to effectuate the foregoing resolutions.
Dated: December 31, 1996
/s/ Phillip DeZwirek /s/Steven I. Taub
- ------------------------ ------------------------
Phillip DeZwirek Steven I. Taub
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (of 17,800 Shares of common stock,
par value $0.001 per share of, CECO Environmental Corp.) of our report dated
January 27, 1997 included in CECO Environmental Corp.'s Form 10-KSB for the
year ended December 31, 1997 and to all references to included in the
registration statement.
/s/ Margolis & Company P.C.
Margolis & Company P.C.
Bala Cynwyd, PA
May 6, 1998
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