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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report: February 18, 1998
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 M5G 1X3
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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 REGULATION S
On February 18, 1998, CECO Environmental Corp. (the "Registrant") agreed
to issue 281,768 shares of common stock in exchange for 281,768 shares of
common stock of CECO Filters, Inc. ("Filters") to a single off-shore investor.
The Registrant owns more than eighty percent (80%) of the issued and
outstanding capital stock of Filters. The transaction was effected directly by
the Registration 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 281,768 shares
of common stock. The Registrant meets the qualifications required for an
exemption under Rule 903 of Regulation S promulgated under the Securities Act
of 1933. 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: February 18, 1998 /s/ Phillip DeZwirek
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Phillip DeZwirek
Chief Executive Officer and
Chief Financial Officer
