UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CECO Environmental Corp.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
125141101
(CUSIP Number)
February 5, 2002
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 125141101 13G
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey Sandler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
511,400 shares 5.3%
Number of -----------------------------------------------------
Shares 6 SHARED VOTING POWER
Beneficially
Owned By 20,000 shares 0.2%
Each -----------------------------------------------------
Reporting 7 SOLE DISPOSITIVE POWER
Person
With 511,400 shares 5.3%
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
20,000 shares 0.2%
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,400 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
2
CUSIP No. 125141101 13G
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phyllis Sandler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
20,000 shares 0.2%
Number of ----------------------------------------------------
Shares 6 SHARED VOTING POWER
Beneficially
Owned By 511,400 shares 5.3%
Each ----------------------------------------------------
Reporting 7 SOLE DISPOSITIVE POWER
Person
With 20,000 shares 0.2%
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
511,400 shares 5.3%
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,400 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
3
This Schedule 13G, includes the reporting persons ownership of the shares of
Common Stock as of March 5, 2002.
Item 1.
(a) Name of Issuer:
CECO Environmental Corp.
(b) Address of Issuer's Principal Executive Offices:
505 University Avenue
Suite 1400
Toronto, Ontario, Canada M5G 1X3
Common Stock, $0.01 par value per share (CUSIP No. 125141101)
Item 2.
1. (a) Name of Person Filing: Harvey Sandler
(b) Address of Principal Business Office, or, if none, Residence:
1555 North Park Drive
Suite 101
Weston, Florida 33329
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $0.01 par value per
share.
(e) CUSIP Number: 125141101
Harvey Sandler is the husband of Phyllis Sandler.
2. (a) Name of Person Filing: Phyllis Sandler
(b) Address of Principal Business Office, or, if none, Residence:
1555 North Park Drive
Suite 101
Weston, Florida 33329
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $0.01 par value per
share.
(e) CUSIP Number: 125141101
Phyllis Sandler is the wife of Harvey Sandler.
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act (15
U.S.C.78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
1. Harvey Sandler:
(a) Amount Beneficially Owned: 531,400(1),(2),(3) shares.
(b) Percent of Class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 511,400(2) shares.
(ii) shared power to vote or direct the vote: 20,000(1),(3)
shares.
(iii) sole power to dispose or direct the disposition of:
511,400(2) shares.
(iv) shared power to dispose or direct the disposition of:
20,000(1),(3) shares.
- ----------
(1) The reporting person disclaims beneficial ownership of these securities
except to the extent of his/her equity interest therein.
(2) Includes 511,400 shares of Common Stock owned by Harvey Sandler.
(3) Includes 20,000 shares of Common Stock owned by Phyllis Sandler.
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2. Phyllis Sandler:
(a) Amount Beneficially Owned: 531,400(1),(2),(3) shares.
(b) Percent of Class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 20,000(3) shares.
(ii) shared power to vote or direct the vote: 511,400(1),(2)
shares.
(iii) sole power to dispose or direct the disposition of:
20,000(3) shares.
(iv) shared power to dispose or direct the disposition of:
511,400(1),(2) shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [_]
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Exhibit A - Joint Filing Agreement filed with this Schedule 13G, dated
as of February 5, 2002.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
(b) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below each party certifies that, to the best of
his/her knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Date: March 12, 2002
/s/ Harvey Sandler
---------------------------------
Harvey Sandler
/s/ Phyllis Sandler
---------------------------------
Phyllis Sandler
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, $0.01 par value per share, of CECO Environmental Corp. and
that this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective
as of the 5th day of February, 2002.
/s/ Harvey Sandler
---------------------------------
Harvey Sandler
/s/ Phyllis Sandler
---------------------------------
Phyllis Sandler
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