ENVIRONMENTAL ELEMENTS CORP
8-K, 1999-10-27
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
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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 - OCTOBER 27, 1999


                       ENVIRONMENTAL ELEMENTS CORPORATION
             (Exact name of registrant as specified in its charter)



                                     1-10955

                            (Commission File Number)


             DELAWARE                                   52-1303748

    (State or other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)                 Identification No.)


      3700 Koppers St., Baltimore, Maryland            21227

    (Address of Principal Executive Offices)         (Zip Code)


                                  410-368-7000

              (Registrant's telephone number, including area code)


                                 Not Applicable

      (Former name, address, and fiscal year, if changed since last report)


<PAGE>

    Item 5.  Other Events.
    ----------------------

         On October 27, 1999, Environmental Elements Corporation issued the
    press release attached hereto as Exhibit 99.1. The release announced that
    the Company will trade its common stock on the American Stock Exchange
    (AMEX), beginning November 1, 1999, continuing with the ticker symbol "EEC".





    Item 7.  Exhibits
    -----------------

         99.1     Press release issued October 27, 1999

                                       2

<PAGE>

                                   SIGNATURES

    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 thereunto duly authorized.

                              ENVIRONMENTAL ELEMENTS CORPORATION
                                        (Registrant)


                              /s/ James B. Sinclair
                              ------------------------
                              James B. Sinclair
                              Vice President and
                              Chief Financial Officer

Date: October 27, 1999

                                       3

<PAGE>


                                    EXHIBIT INDEX


    Exhibit Number                                    Description
    --------------                                    -----------

        99.1                             Press Release issued October 27, 1999





    EX-99.1  Press Release Issued October 27, 1999
    ----------------------------------------------


                              FOR IMMEDIATE RELEASE

    Environmental Elements Moves to the American Stock Exchange


    BALTIMORE, MARYLAND, OCTOBER 27, 1999 -- Environmental Elements Corporation,
the leading technology and knowledge provider of air pollution control equipment
and services in North America, announced today that it will trade its common
stock on the American Stock Exchange (AMEX), beginning November 1, 1999,
continuing with the ticker symbol "EEC."

In conjunction with the move to the AMEX, appropriate ticker notices will be
issued, and filings made with the SEC indicating that EEC is moving its trading
to the AMEX from the NYSE.

 "The AMEX auction market structure provides excellent trading liquidity for
Environmental Elements' shareholder profile," said E.H. Verdery, Chairman and
CEO of Environmental Elements. "EEC maintains excellent relationships with the
NYSE and we are grateful for their cooperation during this move," said Verdery.

Verdery described the move to the AMEX this way; "This was a tough decision
because the NYSE is a familiar and trusted partner. In establishing their new
rules, NYSE gave us the opportunity to present a one-year plan to achieve their
requirements and we have done so. We are very confident we will achieve their
required $50 million equity and market capitalization levels over time but we
are not comfortable with the time allowed in the new rules. In the interests of
shareholder continuity, we chose to take action now instead of taking a wait and
see position. We are very excited to be moving to the AMEX because we will be
able to retain the strong benefits of the auction market structure we have
enjoyed on NYSE."

Mr. Verdery took the opportunity to inform stockholders that EEC will post a
second quarter loss. "Sales were slower than anticipated this past summer,
resulting, we believe, from companies' and governments' focus on planning
instead of acting on environmental concerns. Details will be

                                       4

<PAGE>

forthcoming in our earnings release for the quarter, which will be issued next
Tuesday," said Verdery. Further, the Company said it expects to report
significant earnings for the second half of its fiscal year ending March 31,
2000.

    Environmental Elements Corporation, a leading air pollution control systems
provider for over fifty years, designs equipment and supplies systems and
services which enable a broad range of customers in the power generation, pulp
and paper, waste-to-energy, rock products, metals and petrochemical industries
worldwide to operate their facilities in compliance with particulate and gaseous
emissions standards. The Company also supplies a complete range of parts and
services for its own systems and for systems originally supplied by others. EEC
utilizes Y2K-compliant microprocessor controls on its equipment.

    Certain of the statements included in this press release are
forward-looking; involving risks and uncertainties that could result in outcomes
that differ from those expressed or implied by such statements. Specifically,
the actual date assigned for listing the Company's shares on the American Stock
Exchange depends upon a number of routine steps; particularly final filings,
submission and AMEX review of the Company's listing materials. Information on
factors that could affect the Company's financial results is set forth in the
Company's filings with the Securities and Exchange Commission including Form
10-K.

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