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<SEC-DOCUMENT>0000950137-96-002480.txt : 19961205
<SEC-HEADER>0000950137-96-002480.hdr.sgml : 19961205
ACCESSION NUMBER:		0000950137-96-002480
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19961121
ITEM INFORMATION:		
FILED AS OF DATE:		19961204
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CECO ENVIRONMENTAL CORP
		CENTRAL INDEX KEY:			0000003197
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564]
		IRS NUMBER:				132566064
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07099
		FILM NUMBER:		96675593

	BUSINESS ADDRESS:	
		STREET 1:		111 ELIZABETH ST STE 600
		CITY:			TORONTO ONTARIO MSG
		STATE:			A6
		BUSINESS PHONE:		4165936543

	MAIL ADDRESS:	
		STREET 1:		111 ELIZABETH STREET SUITE 600
		CITY:			TORONTO ONTARIO
		STATE:			A6

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	API ENTERPRISES INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALARM PRODUCTS INTERNATIONAL INC
		DATE OF NAME CHANGE:	19851210
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1
(ii) contains a restrictive legend stating that the shares of common stock
cannot be resold except


                                 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:  November 21, 1996



                            CECO ENVIRONMENTAL CORP.
             (Exact name of Registrant as specified in its charter)



           NEW YORK                       0-7099            13-2566064        
- --------------------------------------  -------------    ------------------
(State or other jurisdiction of         (Commission      (I.R.S. Employer
incorporation or organization)           File Number)    Identification Number)


111 ELIZABETH STREET, SUITE 600
          TORONTO, ONTARIO                                    MSG 1P7    
- ------------------------------------                     ---------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (416) 593-6543

ITEM 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS

   On November 21, 1996, Ceco Environmental Corp. (the "Registrant") agreed to
issue 138,800 shares of common stock in exchange for 138,800 shares of common
stock of Ceco Filters, Inc. ("Filters") to a single off-shore investor.  The
transactions was effected directly by the Registrant with the off-shore
investor.  The Registrant has claimed an exemption from registration under
Regulation S promulgated under the Securities Act of 1933 in connection with
the  issuance of 138,800 shares of common stock.  The Registrant meets the
qualifications required for an exemption under Rule 903 of Regulation S.  The
issuance of the shares of common stock was made in conformance with the
requirements of Regulation S as follows:  a Stock Exchange Agreement was signed
by the off-shore investor which agreement (i) includes a number of
representations and warranties by the investor as to its status as a non-U.S.
person,





<PAGE>   2

(ii) contains a restrictive legend stating that the shares of common stock
cannot be resold except in accordance with Regulation S, and (iii) contains
representations, warranties and covenants from the investor with respect to the
investor's current and future compliance with the requirements of Regulation S.

  Pursuant to the requirements of the Securities and 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.



Dated:  December 3, 1996                       Phillip DeZwirek          
                                          ---------------------------------
                                          Phillip DeZwirek,
                                          Chief Executive Officer and
                                          Chief Financial Officer




                                      2

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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