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8-K/AThe WireRoutine

Reg FD Disclosure

Filed Mar 8, 2022 · 4y ago · Accession 0000950170-22-003065

Plain English

Material event — a significant development the company must disclose promptly.

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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.       Date: March 8, 2022       CECO Environmental Corp.                 By:   /s/ Matthew Eckl             Matthew Eckl             Chief Financial Officer
Filing details
Ticker
CECO
CIK
3197
Form type
8-K/A
Filing date
Mar 8, 2022
Report date
Jan 10, 2022
Document
cece-20220110.htm
Size
229 KB