<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Celerity Systems, Inc.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2050585
- ---------------------------------------- ------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9051 Executive Park Drive, Suite 302
Knoxville, Tennessee 37923
- ----------------------------------------- -----------
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
- ------------------------- --------------------------------
None
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x]
Securities Act Registration statement file number to which this form
relates: 333-33509
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the information set forth under the heading
"Description of Securities" contained in the Registration Statement on Form SB-2
(Registration No. 333-33509) under the Securities Act of 1933, as amended, as
filed with the Securities and Exchange Commission on August 29, 1996 and as
thereafter amended.
ITEM 2. EXHIBITS.
Exhibit No. Exhibit
- ----------- -------
3.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form SB-2
(Registration No. 333-33509) under the Securities Act of 1933, as
amended).
3.2 By-Laws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form SB-2 (Registration No. 333-33509)
under the Securities Act of 1933, as amended).
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit
4.4 to the Registration Statement on Form SB-2 (Registration No.
333-33509) under the Securities Act of 1933, as amended).
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
REGISTRANT: CELERITY SYSTEMS, INC.
Date: October 28, 1997
By: /s/ Kenneth D. Van Meter
-----------------------------------
Name: Kenneth D. Van Meter
Title: President and Chief Executive Officer
-3-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Exhibit Numbered Page
3.1 Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Registration
Statement on Form SB-2 (Registration No. 333-333-33509)
under the Securities Act of 1933, as amended).
3.2 By-Laws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form SB-2 (Registration No.
333-33509) under the Securities Act of 1933, as amended).
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.4 to the Registration Statement on Form SB-2
(Registration No. 333-33509) under the Securities Act of
1933, as amended).
-4-
