8-K/A

Date: March 8, 2022

CECO Environmental Corp.

/s/ Matthew Eckl

Matthew Eckl

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2022

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

Delaware

000-7099

13-2566064

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14651 North Dallas Parkway

Suite 500

Dallas, TX

75254

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (513) 458-2600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CECE	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of CECO Environmental Corp., filed on January 10, 2022 (the “Original Form 8-K”). The Original Form 8-K was inadvertently filed under Item 1.01, rather than furnished under Item 7.01. This Form 8-K/A is being furnished solely for the purpose of correcting the typographical error in the item number and furnishing the related disclosure under Item 7.01. No disclosure in the text of the Original Form 8-K has been changed as a result of this Amendment.

Item 7.01. Regulation FD Disclosure.

On January 10, 2022, CECO Environmental Corp. (the “Company”) issued a press release announcing that through Effox-Flextor-Mader, Inc. (“EFM”), a joint venture between the Company and Chartwell Investments Entrepreneur & Founder Capital, LLC, it has agreed to definitive terms to acquire General Rubber LLC (“GRC”), a worldwide leader in the engineering and manufacturing of non-metallic (rubber) expansion joints and flow control products.

Key financial highlights include:

• Purchase price of approximately $24 million financed using debt, cash, and equity from EFM

• GRC generated approximately $12 million of revenue in 2021

• GRC has above-average EBITDA margins and cash flows delivering attractive value for the Company.

The press release is furnished herewith as Exhibit 99.1.

The information furnished under Item 7.01 in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.

99.1	Press release dated January 10, 2022
104	Cover page interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

CECO Environmental Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (Amendment)