Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2012



CECO Environmental Corp.

(Exact Name of registrant as specified in its charter)




Delaware   000-7099   13-2566064

(State or other jurisdiction

of in corporation)



File Number)


(IRS Employer

Identification No.)

4625 Red Bank Road

Cincinnati, OH

(Address of principal executive offices)   (Zip Code)

Registrant’s 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))




Item 8.01. Other Events.

As previously disclosed, CECO Environmental Corp. (the “Company”) issued convertible promissory notes on November 26, 2009 (the “Notes”) convertible into common stock with a conversion price of $4.00 per share. Effective November 30, 2012, the remaining $8,760,000 aggregate principal amount of the Notes was converted into 2,190,000 shares of the Company’s common stock at the conversion price of $4.00 per share.


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: December 4, 2012     CECO Environmental Corp.
    By:   /s/ Benton L. Cook
      Benton L. Cook
      Interim Chief Financial Officer