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MAIL STOP 7010
January 6, 2006
Phillip DeZwirek, CEO
CECO Environmental Corp.
3120 Forrer Street
Cincinnati, Ohio 45209
Re: Registration Statement on Form S-3
File No. 333-130294
Filed December 13, 2005
Dear Mr. DeZwirek:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Because Green Diamond, an entity owned by your officers and
directors, is named as an underwriter, please provide a
supplemental
response that clarifies whether this is a primary offering by or
on
your behalf or is solely a resale offering by selling
stockholders.
If this is a primary offering, include an analysis of your
eligibility to use Form S-3. Please refer to General Instruction
I.B.1 of Form S-3.
Selling Stockholders, page 9
2. For each selling stockholder that is not a natural person and
not
a reporting company under the Exchange Act, a majority owned
subsidiary of a reporting company under the Exchange Act, or a
registered investment fund under the 1940 Act, you must identify
by
footnote or otherwise the natural person or persons having sole or
shared voting and investment control over the securities held by
the
beneficial owner. In this regard, please identify the person or
persons having sole or shared voting and investment control over
the
securities held by Green Diamond, Crestview Capitol CS Trustee
Services, Ltd., and Friedman Investment Group, LLC.
3. To the extent that any successor(s) to the named selling
stockholders wish to sell under this prospectus, please be advised
that you must file a prospectus supplement identifying such
successors as selling stockholders. Please revise your disclosure
to
state that a prospectus supplement will be filed in these
circumstances.
4. We note the disclosure in the Overview on page 2 of the
prospectus; however, please specify here how each of the selling
shareholders acquired the shares they are selling in this
offering.
Item 17. Undertakings
5. Please include the entire undertaking required by Item 512(a)
of
Regulation S-K. Please note that the proviso in Item 512(a) would
trigger after effectiveness, at which time, for example, the
company
might not be Form S-3 eligible. See also Phone Interp. B.54
from
the Manual of Publicly Available Telephone Interpretations (July
1997).
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Craig Slivka at (202) 555-3729 or Lesli
Sheppard, who supervised review of this filing, at (202) 551-3708,
with any questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Leslie J. Weiss, Esq.
Fax: 312-372-7951
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Phillip DeZwirek
CECO Environmental Corp.
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE