<PAGE>
Registration No. 333-
-----
As filed with the Securities and Exchange Commission on September 18, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
Registration Statement Under The Securities Act of 1933
--------------------
CELERITY SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-2050585
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Kenneth D. Van Meter
Chairman of the Board, President and Chief Executive Officer
1400 Centerpoint Boulevard
Knoxville, Tennessee 37932
(423) 539-5300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices and
Agent For Service)
Celerity Systems, Inc. 401 (k) Profit Sharing Plan
(Full title of the Plan)
Copy to:
Kenneth R. Koch, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share (1) 250,000 shares (2) $1.50 (3) $375,000.00 $111.00
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also registers an indeterminate amount of interests in the Plan.
(2) The number of shares of Common Stock being registered represents the number
of shares of Common Stock that may be issued on the date hereof under the
Celerity Systems, Inc. 401(k) Profit Sharing Plan (the "Plan").
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based on the average of the bid and asked price on The
Nasdaq SmallCap Market on September 14, 1998 of one share of Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The documents containing information specified by Part I of this
Registration Statement on Form S-8 (the "Registration Statement") has been or
will be sent or given to participants in the Plan as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference
Incorporated herein by reference and made a part of the Registration
Statement are the following documents filed by Celerity Systems, Inc. (the
"Company") with the Commission: (1) the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1997; (2) the Company's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 1998; (3) the Company's Quarterly
Report on Form 10-QSB for the quarter ended June 30, 1998; and (4) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated October 28,1997. All documents
subsequently filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the termination of the offering made hereby will be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
A copy of any and all of the information included in documents (but not
exhibits thereto except to the extent exhibits have been incorporated in such
documents) that have been incorporated by reference in this Registration
Statement but which are not delivered with this Registration Statement will be
provided by the Company without charge to any person to whom this Registration
Statement is delivered, upon the oral or written request of such person. Such
requests should be directed to Celerity Systems, Inc., 1400 Centerpoint
Boulevard, Knoxville, Tennessee 37932, Attention: Secretary, at (423) 539-5300.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Delaware General Corporation Law, Section 102(b)(7), subject to certain
exceptions, enables a corporation in its certificate of incorporation to
eliminate or limit personal liability of members of its Board of Directors for
violations of a director's fiduciary duty of care.
The Company's Certificate of Incorporation includes the following language:
"No director of the Corporation shall be liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision does not eliminate or limit the liability
of the director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholder, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit."
In addition, Delaware General Corporation Law, Section 145, permits a
corporation organized under Delaware law to indemnify directors and officers
with respect to any matter in which a director or officer acted in good faith
and in a manner reasonably believed to be not opposed to the best interests of
the Company, and, with respect to any criminal action, had reasonable cause to
believe the conduct was lawful.
2
<PAGE>
The Company's Certificate of Incorporation includes the following language:
"Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director, officer, employee, or
agent of the Corporation or any of its director or indirect subsidiaries or is
or was serving at the request of the Corporation as a director, officer,
employee, or agent of any other corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent in any other capacity while serving as a director, officer, employee, or
agent in any other capacity while serving as a director, officer, employee, or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware Code, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provided broader indemnification rights
than permitted prior thereto), against all expense, liability, and loss
(including attorneys' fees, judgments, fines, excise, or other taxes assessed
with respect to an employee benefit plan, penalties, and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith, and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the indemnitee's heirs, executors, and administrators; provided,
however, that, except as provided in Paragraph C of this Article Ninth with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation."
The Company has a liability insurance policy in effect for officers and
directors. Such insurance, in certain instances, insures the directors and
officers of the Company against liabilities arising under the Securities Act,
including liabilities arising out of the offering made by this Registration
Statement.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(5) Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP, dated
September 18, 1998.
(23.1) Consent of PricewaterhouseCoopers LLP, dated September 18, 1998.
(23.2) Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(included in Exhibit 5).
(24) Power of Attorney included on the signature page hereof.
(99) Celerity Systems, Inc. 401 (k) Profit Sharing Plan
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
3
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Knoxville, State of Tennessee, on September 18, 1998.
CELERITY SYSTEMS, INC.
By: /s/ Kenneth D. Van Meter
------------------------------------
Kenneth D. Van Meter
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth D. Van Meter, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all
capacities, to sign any and all pre- or post-effective amendments to this
Registration Statement, and to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Kenneth D. Van Meter Chairman of the Board, President September 18, 1998
- ----------------------- and Chief Executive Officer
Kenneth D. Van Meter (Principal Executive Officer)
/s/ Thomas E. Welch Controller September 18, 1998
- ----------------------- (Principal Financial Officer and
Thomas E. Welch Principal Accounting Officer)
/s/ Glenn West Executive Vice-President September 18, 1998
- ----------------------- and Director
Glenn West
/s/ Fenton Scruggs Director September 18, 1998
- -----------------------
Fenton Scruggs
/s/ Donald Greenhouse Director September 18, 1998
- -----------------------
Donald Greenhouse
/s/ Stephen Portch Director September 18, 1998
- -----------------------
Stephen Portch
/s/ Mark Braunstein Director September 18, 1998
- -----------------------
Mark Braunstein
5
<PAGE>
Exhibit Index
-------------
Exhibit Number Description
- -------------- -----------
(5) Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP, dated
September 18, 1998.
(23.1) Consent of PricewaterhouseCoopers LLP, dated September 18, 1998.
(23.2) Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included in
Exhibit 5).
(24) Power of Attorney (included on the signature page hereof).
(99) Celerity Systems, Inc. 401(k) Profit Sharing Plan
6
<PAGE>
EXHIBIT 5
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
September 18, 1998
Celerity Systems, Inc.
1400 Centerpoint Boulevard
Knoxville, Tennessee 37932
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Celerity Systems, Inc., a Delaware corporation
(the "Company"), in connection with the registration statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"). The Registration Statement relates
to, among other things, an offering by the Company of an aggregate of 250,000
shares of common stock, par value $.001 per share, of the Company (the "Common
Stock") pursuant to the Company's 401 (k) Profit Sharing Plan.
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. It is our
opinion that when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company,
when issued, delivered, and paid for in the manner described in the Registration
Statement, will be legally issued, and the shares of Common Stock, when so
issued, delivered and paid for, will also be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Celerity Systems, Inc. (the "Company") on Form S-8 of our report dated
February 27, 1998 on our audits of the financial statements of Celerity
Systems, Inc. as of December 31, 1997 and 1996 for the years then ended, which
report is included in the Company's annual report on Form 10-KSB.
PricewaterhouseCoopers LLP
Knoxville, Tennessee
September 18, 1998
<PAGE>
Exhibit 99
SUMMARY PLAN DESCRIPTION
for the
CELERITY SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
(1) General..................................................................................................... 1
(2) Identification of Plan...................................................................................... 1
(3) Type of Plan................................................................................................ 1
(4) Plan Administrator.......................................................................................... 1
(5) Trustee/Trust Fund.......................................................................................... 2
(6) Hours of Service............................................................................................ 2
(7) Eligibility to Participate.................................................................................. 2
(8) Employer's Contributions.................................................................................... 3
(9) Employee Contributions...................................................................................... 5
(10) Vesting in Employer Contributions.......................................................................... 5
(11) Payment of Benefits After Termination of Employment........................................................ 7
(12) Payment of Benefits Prior to Termination of Employment..................................................... 9
(13) Disability Benefits........................................................................................ 9
(14) Payment of Benefits upon Death............................................................................ 10
(15) Disqualification of Participant Status - Loss or Denial of Benefits....................................... 10
(16) Claims Procedure.......................................................................................... 10
(17) Retired Participant, Separated Participant with Vested Benefit, Beneficiary Receiving Benefits.
........................................................................................................ 11
(18) Participant's Rights under ERISA.......................................................................... 11
(19) Federal Income Taxation of Benefits Paid.................................................................. 12
(20) Participant Loans......................................................................................... 12
(21) Participant Direction of Investment....................................................................... 13
</TABLE>
<PAGE>
SUMMARY PLAN DESCRIPTION
(1) General. The legal name, address and Federal employer identification number
of the Employer are -
CELERITY SYSTEMS, INC.
1400 Centerpoint Boulevard
Knoxville, TN 37932
62-1519238
The Employer has established a retirement plan ("Plan") to supplement your
income upon retirement. In addition to retirement benefits, the Plan may provide
benefits in the event of your death or disability or in the event of your
termination of employment prior to normal retirement. If after reading this
summary you have any questions, please ask the Plan Administrator. We emphasize
this summary plan description is a highlight of the more important provisions of
the Plan. If there is a conflict between a statement in this summary plan
description and in the Plan, the terms of the Plan control.
(2) Identification of Plan. The Plan is known as -
CELERITY SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
The Employer has assigned 001 as the Plan identification number. The plan year
is the period on which the Plan maintains its records: the twelve consecutive
month period ending every December 31.
(3) Type of Plan. The Plan is commonly known as a Code Section 401(k) profit
sharing plan. Section (8), "Employer's Contributions," explains how you share in
the Employer's annual contributions to the trust fund and the extent to which
the Employer has an obligation to make annual contributions to the trust fund.
Under this Plan, there is no fixed dollar amount of retirement benefits. Your
actual retirement benefit will depend on the amount of your account balance at
the time of retirement. Your account balance will reflect the annual
allocations, the period of time you participate in the Plan and the success of
the Plan in investing and reinvesting the assets of the trust fund. Furthermore,
a governmental agency known as the Pension Benefit Guaranty Corporation (PBGC)
insures the benefits payable under plans which provide for fixed and
determinable retirement benefits. The Plan does not provide a fixed and
determinable retirement benefit. Therefore, the PBGC does not include this
Plan within its insurance program.
(4) Plan Administrator. The Employer is the Plan Administrator. The Employer's
telephone number is (423) 539-5300. The Employer has designated Julie Pearson to
assist the Employer with the duties of Plan Administrator. You may contact Julie
Pearson at the Employer's address. The Plan Administrator is responsible for
providing you and other participants information regarding your rights and
benefits under the Plan. The Plan Administrator also has the primary authority
for filing the various reports, forms and returns with the Department of Labor
and the Internal Revenue Service.
The name of the person designated as agent for service of legal process and the
address where a processor may serve legal process upon the Plan are -
Kenneth Van Meter
CELERITY SYSTEMS, INC.
1400 Centerpoint Boulevard
Knoxville, TN 37932
A legal processor may also serve the Trustee of the Plan or the Plan
Administrator.
<PAGE>
The Plan permits the Employer to appoint an Advisory Committee to assist in the
administration of the Plan. The Advisory Committee has the responsibility for
making all discretionary determinations under the Plan and for giving
distribution directions to the Trustee. If the Employer does not appoint an
Advisory Committee, the Plan Administrator assumes these responsibilities. The
members of the Advisory Committee may change from time to time. You may obtain
the names of the current members of the Advisory Committee from the Plan
Administrator.
(5) Trustee/Trust Fund. The Employer has appointed -
David Lee Morrison 1400 Centerpoint Boulevard
James G. Hudson Knoxville, TN 37932
to hold the office of Trustee. The Trustee will hold all amounts the Employer
contributes to it in a trust fund. Upon the direction of the Advisory Committee,
the Trustee will make all distribution and benefit payments from the trust fund
to participants and beneficiaries. The Trustee will maintain trust fund records
on a plan year basis.
(6) Hours of Service. The Plan and this summary plan description include
references to hours of service. To advance on the vesting schedule or to share
in the allocation of Employer contributions for a plan year, the Plan requires
you to complete a minimum number of hours of service during a specified period,
such as the plan year. The sections covering vesting and employer contributions
explain this aspect of the Plan in the context of those topics. However, hour of
service has the same meaning for all purposes of the Plan.
The Department of Labor, in its regulations, has prescribed various methods
under which the Employer may credit hours of service. The Employer has selected
the "monthly equivalency" method for crediting hours of service. Under the
monthly equivalency method, you will receive 190 hours of credit for each month
in which the Employer pays you, directly or indirectly, or for which you are
entitled to payment, for at least one hour for the performance of your
employment duties. Under the monthly equivalency method, the maximum number of
hours for which you may receive credit for any month is 190 hours irrespective
of the number of hours you actually work.
If an employee's absence from employment is due to maternity or paternity leave,
the employee will receive credit for unpaid hours of service related to his
leave, not to exceed 501 hours. The Advisory Committee will credit these hours
of service to the first period during which the employee otherwise would incur a
1- year break in service as a result of the unpaid absence.
(7) Eligibility to Participate. You do not have to complete any form for entry
into the Plan. You will become a Participant on the first day of the calendar
month immediately following one month of employment.
To become a participant in the Plan, you must wait a minimum of one month after
your first day of employment with the Employer. It is not necessary for you to
complete any specified number of hours of service during this period nor for you
to be employed during the entire period. For example, if you begin work on
February 15, you would satisfy the service requirement on the following March
15. Therefore, you would enter the Plan on April 1 assuming you are employed on
April 1.
If you terminate employment after becoming a Participant in the Plan and later
return to employment, you will re-enter the Plan on your re-employment date.
Also, if you terminate employment after satisfying the Plan's eligibility
conditions but before actually becoming a participant in the Plan, you will
become a participant in the Plan on the later of your scheduled entry date or
your reemployment date.
2
<PAGE>
(8) Employer's Contributions. 401(k) Arrangement. This Plan includes a "401(k)
arrangement," under which you may elect to have the employer contribute a
portion of your compensation to the Plan. The contributions the Employer makes
under your election are "elective deferrals." The Advisory Committee will
allocate your elective deferrals to a separate account designated by the Plan as
your Deferral Contributions Account.
As a participant in the Plan, you may enter into a salary reduction agreement
with the Employer. The Advisory Committee will give you a salary reduction
agreement form which will explain your salary reduction options. The Employer
will withhold from your pay the amount you have agreed to have the Employer
contribute as elective deferrals.
Your salary reduction agreement remains in effect until you revoke the
agreement. You may revoke your salary reduction agreement as of any Plan Entry
Date. If you revoke your salary reduction agreement, you may file a new
agreement with an effective date as of any subsequent Plan Entry Date. You may
increase or decrease your salary reduction percentage or dollar amount as of any
Plan Entry Date.
For any calendar year, your elective deferrals may not exceed a specific dollar
amount determined by the Internal Revenue Service. If your elective deferrals
for a particular calendar year exceed the dollar limitation in effect for that
calendar year, the Plan will refund the excess amount, plus any earnings (or
loss) allocated to that excess amount. If you participate in another "401(k)
arrangement" or in similar arrangements under which you elect to have an
employer contribute on your behalf, your total elective deferrals may not exceed
the dollar limitation in effect for that calendar year. The Form W-2 you receive
from each employer for the calendar year will report the amount of your elective
deferrals for that calendar year under that employer's plan. If your total
exceeds the dollar limitation in effect for that calendar year you should decide
which plan you wish to designate as the plan with the excess amount. If you
designate this Plan as holding the excess amount for a calendar year, you must
notify the Advisory Committee of that designation by March 1 of the following
calendar year. The Trustee then will distribute the excess amount to you, plus
earnings (or loss) allocated to that excess amount.
Matching Contributions. For each plan year, the Employer will contribute to the
Plan an amount of matching contributions determined by the Employer at its
discretion. The Employer may choose not to make matching contributions for a
particular plan year. The Advisory Committee will allocate the matching
contributions on the basis of the participant's "eligible contributions." A
participant's "eligible contributions" equal the participant's elective
deferrals for the plan year (other than any elective deferrals which exceed the
dollar limitation determined by the Internal Revenue Service). A participant's
share of the matching contributions is equal to his share of the total eligible
contributions made by all participants. For example, if your eligible
contributions equal 10% of the total eligible contributions made by all
participants, your account would receive an allocation of 10% of the total
amount of matching contributions made by the Employer for the plan year. The
Advisory Committee allocates your share of these matching contributions to your
Regular Matching Contributions Account.
Qualified nonelective contributions. The Plan permits the Employer to contribute
a discretionary amount for a plan year which the Employer will designate as
qualified nonelective contributions. If the Employer makes qualified nonelective
contributions for a plan year, the Advisory Committee will allocate those
contributions to the separate accounts of those participants who are eligible
for an allocation for the plan year but who are not highly compensated employees
for that plan year. The law defines highly compensated employees to include most
owners and officers of the Employer and employees whose compensation for the
plan year exceeds certain dollar limitations prescribed by the Internal Revenue
Service. Also, a family member of a highly compensated employee may be a highly
compensated employee under the Plan.
The Advisory Committee will base a participant's allocation of qualified
nonelective contributions upon the participant's share of the total compensation
paid during that plan year to all participants eligible for the
3
<PAGE>
allocation. For example, if your compensation for a particular plan year equals
10% of total compensation for all participants eligible for the allocation, the
Advisory Committee would allocate 10% of the total qualified nonelective
contributions to your Qualified Nonelective Contributions Account.
Employer's nonelective contributions. Each plan year, the Employer will make
nonelective contributions to the Plan in the amount determined by the Employer
at its discretion. The Employer may choose not to make nonelective contributions
to the Plan for a particular plan year.
For each plan year the Employer makes nonelective contributions to the Plan, the
Advisory Committee will allocate this contribution to the separate accounts
maintained for participants. The Advisory Committee will base your allocation
upon your proportionate share of the total compensation paid during that plan
year to all participants in the Plan. For example, if your compensation for that
plan year is 10% of the total compensation for all participants for that
particular plan year, the Advisory Committee will allocate 10% of the total
Employer contribution for the plan year to your separate account.
Allocation of forfeitures. The Plan allocates participant forfeitures as if the
forfeitures were additional Employer nonelective contributions for the plan year
in which the forfeitures occur. If a participant forfeits from his Regular
Matching Contributions Account, the Plan allocates the forfeited amount as a
matching contribution. The Advisory Committee will treat the forfeited amount as
a reduction of the matching contributions otherwise made for the plan year in
which the forfeiture occurs.
Compensation. The Plan defines compensation as the total compensation paid to
the employee for services rendered to the Employer with the following
modifications:
exclude compensation in excess of $X, where X equals the dollar amount
not treated as reimbursements or other expense allowances, fringe benefits (cash
and noncash), moving expenses, deferred compensation and welfare benefits.
With limited exceptions, the Plan includes an employee's compensation only for
the part of the plan year in which he actually is a participant.
Conditions for allocation. With limited exceptions, to be entitled to an
allocation of Employer contributions, you must complete 1,000 hours of service
during the plan year and you must be employed by the Employer on the last day of
the plan year. The hours of service condition for allocation does not apply to
allocations of salary deferral contributions under 3.01(a)(1).
The contribution allocations described in this Section (8) may vary for certain
employees if the Plan is top heavy. Generally, the Plan is top heavy if more
than 60% of the Plan's assets are allocated to the accounts of key employees
(certain owners and officers). If the Plan is top heavy, any participant who is
not a key employee and who is employed on the last day of the plan year, may not
receive a contribution allocation which is less than a certain minimum. Usually
that minimum is 3%, but if the contribution allocation for the plan year is less
than 3% for all the key employees, the top heavy minimum is the smaller
allocation rate. If you are a participant in the Plan, your allocation described
in this Section (8) in most cases will be equal to or greater than the top heavy
minimum contribution allocation. The Plan also may vary the definition of the
top heavy minimum contribution to take into account another plan maintained by
the Employer.
The law limits the amount of "additions" (other than trust earnings) which the
Plan may allocate to your account under the Plan. Your additions may never
exceed 25% of your compensation for a particular plan year, but may be less if
25% of your compensation exceeds a dollar amount announced by the Internal
Revenue Service each year. The Plan may need to reduce this limitation if you
participate (or have
4
<PAGE>
participated) in any other plans maintained by the Employer. The discussion of
Plan allocations in this Section (8) is subject to this limitation.
(9) Employee Contributions. The Plan does not permit nor require you to make
employee contributions to the trust fund. "Employee contributions" are
contributions made by an employee for which the employee does not receive an
income tax deduction. The only source of contributions under the Plan is the
annual Employer contribution, including the "elective deferrals" made at your
election under the 401(k) arrangement described in Section (8). "Elective
deferrals" are not "employee contributions" for purposes of the Plan.
(10) Vesting in Employer Contributions. Your interest in the contributions the
Employer makes to the Plan for your benefit becomes 100% vested when you attain
normal retirement age (as defined in Section (11)). Prior to normal retirement
age, your interest in the contributions the employer makes on your behalf become
vested in accordance with the following schedule:
<TABLE>
<CAPTION>
Percent of
Years of Service Nonforfeitable Interest
---------------- -----------------------
<S> <C>
Less than 1 0 %
1 .............................. 20 %
2 .............................. 40 %
3 .............................. 60 %
4 .............................. 80 %
5 .............................. 100 %
6 or more........................ 100 %
</TABLE>
100% vesting for Deferral Contributions Account. The vesting schedule does not
apply to your Deferral Contributions Account described in Section (8). Instead,
you are 100% vested at all times in your Deferral Contributions Account.
Special vesting rule for death or disability. If you die or become disabled
while still employed by the Employer, your entire Plan interest becomes 100%
vested, even if you otherwise would have a vested interest less than 100%.
Year of service. To determine your percentage under a vesting schedule, a year
of service means a 12- month vesting service period in which you complete at
least 1,000 hours of service. The Plan measures the vesting service period as
the plan year. If you complete at least 1,000 hours of service during a plan
year, you will receive credit for a year of service even though you are not
employed by the Employer on the last day of that plan year.
You will receive credit for years of service with the Employer prior to the time
the Employer established the Plan and for years of service prior to the time you
became a participant in the Plan.
The Plan provides two methods of vesting forfeiture which may apply before a
participant becomes 100% vested in his entire interest under the Plan. The
primary method of vesting forfeiture is the "forfeiture break in service" rule.
The secondary method of forfeiture is the "cash out" rule. Also see Section (15)
relating to loss or denial of benefits.
Forfeiture Break in Service Rule. Termination of employment alone will not
result in forfeiture under the Plan unless you do not return to employment with
the Employer before incurring a "forfeiture break in
5
<PAGE>
service." A "forfeiture break in service" is a period of 5 consecutive vesting
service periods in which you do not work more than 500 hours in each vesting
service period comprising the 5 year period.
Example. Assume you are 60% vested in your account balance. After working 400
hours during a particular vesting service period, you terminate employment and
perform no further service for the Employer during the next 4 vesting service
periods. Under this example, you would have a "forfeiture break in service"
during the fourth vesting service period following the vesting service period in
which you terminated employment because you did not work more than 500 hours
during each vesting service period of 5 consecutive vesting service periods.
Consequently, you would forfeit the 40% non-vested portion of your account. If
you had returned to employment with the Employer at any time during the 5
consecutive vesting service periods and worked more than 500 hours during any
vesting service period within that 5-year period, you would not incur a
forfeiture under the "forfeiture break in service" rule.
Cash Out Rule. The cash out rule applies if you terminate employment and receive
a total distribution of the vested portion of your account balance before you
incur a forfeiture break in service. For example, assume you terminated
employment during a particular vesting service period after completing 800 hours
of service. Assume further the total value of your account balance is $6,000 in
which you have a 60% vested interest. Before you incur a forfeiture break in
service, you receive a distribution of the $3,600 vested portion ($6,000 X 60%)
of your account balance. Upon payment of the $3,600 vested portion of your
account balance, you would forfeit the $2,400 nonvested portion. If you return
to employment before you incur a "forfeiture break in service," you may have the
Plan restore your "cash out" forfeiture by repaying the amount of the
distribution you received attributable to Employer contributions. This repayment
right applies only if you do not incur a "forfeiture break in service." You must
make this repayment no later than the date 5 years after you return to
employment with the Employer. Upon your reemployment with the Employer, you may
request the Advisory Committee to provide you a full explanation of your rights
regarding this repayment option. If the vested portion of your account balance
does not exceed $3,500, the Plan will distribute that vested portion to you in a
lump sum, without your consent. This involuntary cash-out distribution will
result in the forfeiture of your nonvested account balance, in the same manner
as an employee who voluntarily elects a cash-out distribution. Also, upon
reemployment you would have the same repayment option as an employee who elected
a cash-out distribution, if you return to employment before incurring a
"forfeiture break in service."
(11) Payment of Benefits After Termination of Employment. After you terminate
employment with the Employer, the time at which the Plan will commence
distribution to you and the form of that distribution depends on whether your
vested account balance exceeds $5,000. If you receive a distribution from the
Plan before you attain age 59-1/2, the law imposes a 10% penalty on the amount
of the distribution you receive to the extent you must include the distribution
in your gross income, unless you qualify for an exception from this penalty. You
should consult a tax advisor regarding this 10% penalty. This summary makes
references to your normal retirement age. Normal retirement age under this Plan
is the later of the date you attain age 55 or the 5th anniversary of the first
day of the plan year in which you became a participant in the Plan.
If your vested account balance does not exceed $5,000, the Plan will distribute
that portion to you, in a lump sum, on the first administratively practicable
distribution date following the first valuation after you terminate employment
with the Employer. If you already have attained normal retirement age when you
terminate employment, the Plan must make this distribution no later than the
60th day following the close of the plan year in which your employment
terminates, even if the normal distribution date would occur later. The Plan
does not permit you to receive distribution in any form other than a lump sum if
your vested account balance does not exceed $5,000.
If your vested account balance exceeds $5,000, the Plan will commence
distribution to you at the time you elect to commence distribution. The Plan
permits you to elect distribution as of:
6
<PAGE>
Any distribution date after the first valuation following
separation of service.
A "distribution date" under the Plan means any day of the Plan Year. You may not
actually receive distribution on the distribution date you elect. The Plan
provides the Trustee an administratively reasonable time following a particular
distribution date to make actual distribution to a participant.
No later than 30 days prior to your earliest possible distribution date, the
Advisory Committee will provide you a notice explaining your right to elect
distribution from the Plan and the forms necessary to make your election. If you
do not make a distribution election, the Plan will commence distribution to you
on the 60th day following the close of the plan year in which the latest of
three events occurs: (1) your attainment of normal retirement age; (2) your
attainment of age 62; or (3) your termination of employment with the Employer.
To determine whether your vested account balance exceeds $5,000, the Plan
normally looks to the last valuation of your account prior to the scheduled
distribution date.
With limited exceptions, you may not commence distribution of your vested
account balance later than April 1 of the calendar year following the calendar
year in which you attain age 70-1/2, even if you have not terminated employment
with the Employer. This required distribution date overrides any contrary
distribution date described in this summary. If the Employer terminates the Plan
before you receive complete distribution of your vested benefits, the Plan might
make distribution to you before you otherwise would elect distribution. Upon
Plan termination, if your vested account balance exceeds $5,000, you will
receive an explanation of your distribution rights.
For purposes of making a distribution of any portion of your vested account
balance, the Plan refers to the latest valuation of your account balance. The
Plan requires valuation of the trust fund, and adjustment of participant's
accounts, as of every March 31, June 30, September 30 and December 31 of each
plan year. The Advisory Committee also may require a valuation on any other
date. You will not receive any adjustment to your account balance for trust fund
earnings after the latest valuation date. In general, the Plan allocates trust
fund earnings, gains or losses for a valuation period on the basis of each
participant's opening account balance at the beginning of the valuation period,
less any distributions and charges to each participant's account during the
valuation period.
Forms of Benefit Payment. If your vested account balance exceeds $5,000, the
Plan permits you to elect distribution under any one of the following methods:
(a) Lump sum.
(b) Part lump sum and part installments, as described in (c).
(c) Installment payments (annually, quarterly or monthly)
over a specified period of time, not exceeding your life
expectancy or the joint life expectancy of you and your
designated beneficiary.
Under an installment distribution, the Advisory Committee may direct to have the
Plan segregate the amount owed to you in a separate account apart from other
trust fund assets. Your separate account will continue to draw interest during
the period the Plan is making retirement payments to you. If the Plan does not
segregate the amount owed to you in a separate account, your retirement account
will remain a part of the trust fund and continue to share in trust fund
earnings, gains or losses.
The benefit payment rules described in Sections (11) through (14) reflect the
current Plan provisions. If an Employer amends its Plan to change benefit
payment options, some options may continue for those participants or
beneficiaries who have account balances at the time of the change. If an
eliminated option
7
<PAGE>
continues to apply to you, the information you receive from the Advisory
Committee at the time you are first eligible for distribution from the Plan will
include an explanation of that option.
(12) Payment of Benefits Prior to Termination of Employment.
Distributions from your Employer Contributions Account and Matching
Contributions Account. Prior to your termination of employment with the
Employer, you may elect to withdraw all or any portion of your Employer
Contributions Account and Matching Contributions Account:
if you continue to work for the Employer after attaining normal
retirement age.
The Advisory Committee will provide you a withdrawal election form. Other than
the withdrawal right described in this Section (12) and the post-age 70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.
Distributions from your Deferral Contributions Account and Qualified Nonelective
Contributions Account. Prior to your termination of employment with the
Employer, you may elect to withdraw all or any portion of your Deferral
Contributions Account and Qualified Nonelective Contributions Account:
if you have attained the later of normal retirement age or age
59-1/2.
if you incur a hardship. A hardship distribution is available
only from your Deferral Contributions Account. A hardship
distribution must be on account of any of the following: (a)
deductible medical expenses incurred by the participant, by the
participant's spouse, or by any of the participant's
dependents; (b) the purchase (excluding mortgage payments) of a
principal residence for the participant; (c) the payment of
post-secondary education tuition, for the next 12-month period,
for the participant or for the participant's spouse, or for any
of the participant's dependents; (d) to prevent the eviction of
the participant from his principal residence or the foreclosure
on the mortgage of the participant's principal residence. To
qualify for this hardship distribution, the participant may not
make elective deferrals or employee contributions to the Plan
for the 12-month period following the date of his hardship
distribution, the participant first must obtain all other
available distributions and all nontaxable loans currently
available under the Plan and all other qualified plans
maintained by the Employer, and a special limitation may apply
to the participant's elective deferrals in the following
taxable year.
The Advisory Committee will provide you a withdrawal election form. Other than
the withdrawal right described in this Section (12) and the post-age 70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.
(13) Disability Benefits. If you terminate employment because of disability, the
Plan will pay your vested account balance to you in lump sum at the same time as
it would pay your vested account balance for any other termination of
employment. However, if your vested account balance exceeds $5,000, the
disability distribution rules are subject to any election requirements described
in Section (11). In general, disability under the Plan means because of a
physical or mental disability you are unable to perform the duties of your
customary position of employment for an indefinite period which, in the opinion
of the Advisory Committee, will be of long continued duration. The Advisory
Committee also considers you disabled if you terminate employment because of a
permanent loss or loss of use of a member or function of your body or a
permanent
8
<PAGE>
disfigurement. The Advisory Committee may require a physical examination in
order to confirm the disability.
(14) Payment of Benefits upon Death. If you die prior to receiving all of your
benefits under the Plan, the Plan will pay the balance of your account to your
beneficiary. If the Employer permits the Trustee to purchase life insurance on
your life with a portion of your account balance, your account balance also will
receive any life insurance proceeds payable by reason of your death.
The Advisory Committee will provide you with an appropriate form for naming a
beneficiary. If you are married, your spouse must consent to the designation of
any nonspouse beneficiary. If your vested account balance payable to your
designated beneficiary does not exceed $3,500, the Plan will pay the benefit, in
a lump sum, to your designated beneficiary as soon as administratively
practicable after your death. If your vested account balance payable to your
designated beneficiary exceeds $3,500, the Plan will pay the benefit to your
designated beneficiary, in the form and at the time elected by the beneficiary,
unless, prior to your death, you specify the timing and form of the
beneficiary's distribution. The benefit payment election generally must complete
distribution of your account balance within five years of your death, unless
distribution commences within one year of your death to your designated
beneficiary or unless benefits had commenced prior to your death under the
mandatory post-age 70-1/2 distribution requirements described in Section (11).
(15) Disqualification of Participant Status - Loss or Denial of Benefits. There
are no specific Plan provisions which disqualify you as a participant or which
cause you to lose plan benefits, except as provided in Sections (7) and (10).
However, if you become disabled and do not receive compensation from the
Employer, you will not receive an allocation of the Employer's contribution to
the Plan during the period of disability. In addition, if your Plan benefits
become payable after termination of employment and the Advisory Committee is
unable to locate you at your last address of record, you may forfeit your
benefits under the Plan. Therefore, it is very important that you keep the
Employer apprised of your mailing address even after you have terminated
employment. Finally, if the Employer terminates the Plan, which it has the right
to do, you would receive benefits under the Plan based on your account balance
accumulated to the date of the termination of the Plan. Termination of the Plan
could occur before you attain normal retirement age. If the Employer terminates
the Plan, your account will become 100% vested, if not already 100% vested,
unless you forfeited the nonvested portion prior to the termination date.
The termination of the Plan does not permit you to receive a distribution from
your Deferral Contributions Account and Qualified Nonelective Contributions
Account unless: (1) you otherwise have the right to a distribution, as described
in Sections (11) and (12); or (2) the Employer does not maintain a successor
defined contribution plan. If you are able to receive a distribution only
because the Employer does not maintain a successor defined contribution plan,
you must agree to take that distribution as part of a lump sum payment of your
entire account balance under the Plan. The Trustee will transfer to the
successor defined contribution plan any portion of your interest the Plan is
unable to distribute to you.
The fact that the Employer has established this Plan does not confer any right
to future employment with the Employer. Furthermore, you may not assign your
interest in the Plan to another person or use your Plan interest as collateral
for a loan from a commercial lender.
(16) Claims Procedure. You need not file a formal claim with the Advisory
Committee in order to receive your benefits under the Plan. When an event occurs
which entitles you to a distribution of your benefits under the Plan, the
Advisory Committee automatically will notify you regarding your distribution
rights. However, if you disagree with the Advisory Committee's determination of
the amount of your benefits under the Plan or with respect to any other decision
the Advisory Committee may make regarding your interest in the Plan, the Plan
contains the appeal procedure you should follow. In brief, if the Advisory
Committee of the Plan determines it should deny benefits to you, the Plan
Administrator will give you written notice of
9
<PAGE>
the specific reasons for the denial. The notice will refer you to the pertinent
provisions of the Plan supporting the Advisory Committee's decision. If you
disagree with the Advisory Committee, you, or a duly authorized representative,
must appeal the adverse determination in writing to the Advisory Committee
within 75 days after the receipt of the notice of denial of benefits. If you
fail to appeal a denial within the 75-day period, the Advisory Committee's
determination will be final and binding.
If you appeal to the Advisory Committee, you, or your duly authorized
representative, must submit the issues and comments you feel are pertinent to
permit the Advisory Committee to re-examine all facts and make a final
determination with respect to the denial. The Advisory Committee, in most cases,
will make a decision within 60 days of a request on appeal unless special
circumstances would make the rendering of a decision within the 60-day period
unfeasible. In any event, the Advisory Committee must render a decision within
120 days after its receipt of a request for review. The same procedures apply
if, after your death, your beneficiary makes a claim for benefits under the
Plan.
(17) Retired Participant, Separated Participant with Vested Benefit, Beneficiary
Receiving Benefits. If you are a retired participant or beneficiary receiving
benefits, the benefits you presently are receiving will continue in the same
amount and for the same period provided in the mode of settlement selected at
retirement. If you are a separated participant with a vested benefit, you may
obtain a statement of the dollar amount of your vested benefit upon request to
the Plan Administrator. There is no Plan provision which reduces, changes,
terminates, forfeits, or suspends the benefits of a retired participant, a
beneficiary receiving benefits or a separated participant's vested benefit
amount, except as provided in Section (15).
(18) Participant's Rights under ERISA. As a participant in this Plan, you are
entitled to certain rights and protections under the Employee Retirement Income
Security Act of 1974 (ERISA). ERISA provides that all Plan participants are
entitled to:
(a) Examine, without charge, at the Plan Administrator's office and at
other specified locations (such as worksites), all Plan documents,
including insurance contracts and copies of all documents filed by the
Plan with the U.S. Department of Labor, such as detailed annual reports
and plan descriptions.
(b) Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may
make a reasonable charge for the copies.
(c) Receive a summary of the Plan's annual financial report. ERISA requires
the Plan Administrator to furnish each participant with a copy of this
summary annual report.
(d) Obtain a statement telling you that you have a right to receive a
retirement benefit at the normal retirement age under the Plan and what
your benefit could be at normal retirement age if you stop working
under the Plan now. If you do not have a right to a retirement benefit,
the statement will advise you of the number of additional years you
must work to receive a retirement benefit. You must request this
statement in writing. The law does not require the Plan Administrator
to give this statement more than once a year. The Plan must provide the
statement free of charge.
In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate this Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your Employer, your union or any other person
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a retirement benefit or from exercising your rights under ERISA.
If your claim for a retirement benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have the right
to have the Plan review and reconsider your claim.
10
<PAGE>
Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive the
materials within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay
you up to $100 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or Federal court. If it should happen that Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.
If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.
(19) Federal Income Taxation of Benefits Paid. Existing Federal income tax laws
do not require you to report as income the portion of the annual Employer
contribution allocated to your account. However, when the Plan later distributes
your account balance to you, such as upon your retirement, you must report as
income the Plan distributions you receive. The Federal tax laws may permit you
to report a Plan distribution under a special averaging provision. Also, it may
be possible for you to defer Federal income taxation of a distribution by making
a "rollover" contribution to your own rollover individual retirement account.
Mandatory income tax withholding rules apply to some distributions you do not
rollover directly to an individual retirement account or to another plan. At the
time you receive a distribution, you also will receive a notice discussing
withholding requirement and the options available to you. We emphasize you
should consult your own tax adviser with respect to the proper method of
reporting any distribution you receive from the Plan.
(20) Participant Loans. This Plan permits the Advisory Committee to adopt a
policy under which the Plan may make loans to participants and beneficiaries. A
copy of the loan policy adopted by the Advisory Committee is attached to this
summary plan description as Exhibit A.
(21) Participant Direction of Investment. The Plan permits every participant to
direct the investment of his account balance under the plan. For this purpose,
the Advisory Committee upon your request, will provide you a form for making
your investment direction. The investment direction explains your investment
direction options and explains the frequency with which you may change your
investment direction. The Trustee will invest your account balance under the
Plan in accordance with your written direction. To the extent you direct the
investment of your account balance under the Plan, ERISA relieves the Trustee
from liability for any loss resulting from your direction of investment.
* * * * * * * * * * * * * * *
11
<PAGE>
ACKNOWLEDGEMENT OF RECEIPT OF
-----------------------------
SUMMARY PLAN DESCRIPTION OF THE
-------------------------------
CELERITY SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
-------------------------------------------------
I hereby acknowledge receipt of a copy of the Summary Plan Description
("SPD") on the above plan. I received a copy of the SPD on the date indicated
below.
Dated:
-----------------
----------------------------
Participant's Name - Printed
----------------------------
Signature of Participant
