8-K/AThe WireRoutine
Company Update
Filed Nov 13, 2013 · 12y ago · Accession 0001193125-13-440363
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): August 27, 2013
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.)
4625 Red Bank Road,
Cincinnati, OH
45227
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: 513-458-2600
Not applicable
(Former
Name or Former Address, if Changed Since Last Report)
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)
EXPLANATORY NOTE
CECO Environmental Corp. (the Company) filed a report on Form 8-K on August 30, 2013 (the Original 8-K) to report, among other
things, the completion of its acquisition of Met-Pro Corporation (Met-Pro). This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the required financial statements and to present certain unaudited
pro forma financial information in connection with the acquisition, which unaudited pro forma financial information is filed as an exhibit hereto.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this filing contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual
results may differ materially. A discussion of factors that may affect future results is contained in the Companys filings with the Securities and Exchange Commission. Except as required by law, the Company disclaims any obligation to update
or revise statements contained in this filing based on new information or otherwise.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired .
The
audited consolidated financial statements of Met-Pro as of and for the year ended January 31, 2013 contained in pages 28 through 59 and page 61 of Met-Pros Annual Report on Form 10-K for the year ended January 31, 2013, and the
unaudited condensed consolidated financial statements of Met-Pro as of and for the quarter ended April 30, 2013 contained in pages 1 through 18 of Met-Pros Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2013,
are incorporated herein by reference.
(b) Pro forma financial information .
The unaudited pro forma condensed combined financial information relating to the Companys acquisition of Met-Pro is filed as Exhibit 99.1 to this Current
Report on Form 8-K/A and is incorporated herein by reference.
(d) Exhibits .
Exhibit No.
Description
15.1
Awareness Letter of Marcum LLP.
23.1
Consent of Marcum LLP, Independent Registered Public Accounting Firm.
99.1
Unaudited Pro Forma Condensed Combined Financial Information.
2
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: November 13, 2013
CECO ENVIRONMENTAL CORP.
By:
/s/ Neal E. Murphy
Neal E. Murphy
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit No.
Description
15.1
Awareness Letter of Marcum LLP.
23.1
Consent of Marcum LLP, Independent Registered Public Accounting Firm.
99.1
Unaudited Pro Forma Condensed Combined Financial Information.
4
Filing details
- Company
- CECO ENVIRONMENTAL CORP
- Ticker
- CECO
- CIK
- 3197
- Form type
- 8-K/A
- Filing date
- Nov 13, 2013
- Report date
- Aug 27, 2013
- Document
- d626410d8ka.htm
- Size
- 208 KB