<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CELERITY SYSTEMS, INC.
--------------------------------------------------------
(Name of Issuer)
Common Stock (par value $.001 per share)
--------------------------------------------------------
(Title of Class of Securities)
15100R 10 7
--------------------------------------------------------
(CUSIP Number)
Kenneth R. Koch, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue, New York, NY 10176
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 13, 1998
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP No. 15100R 10 7
- ---------------------
1 Name of Reporting Person Kenneth D. Van Meter
I.R.S. Identification No.
of Above Person
-------------------------------------------------------------------------
2 Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
--------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------
4 Source of Funds PF
--------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
--------------------------------------------------------------------------
7 Sole Voting Power 418,200 (includes 413,200
shares underlying
exercisable options)
-----------------------------------------------
Number of Shares 8 Shared Voting Power 155,028 (Mr. Van Meter
Beneficially Owned by does not currently have
Reporting Person With voting power with respect
to the 155,028 shares held
in his 401(k) account
since voting power is held
by the trustees of the
Company's 401(k) Profit
Sharing Plan (the "Plan").
The trustees are employees
of the Company. Mr. Van
Meter would, however,
acquire the power to vote
such shares upon the
making by the Company of
the appropriate election
under the Employee
Retirement Income Security
Act of 1974, as amended
("ERISA").)
-----------------------------------------------
9 Sole Dispositive 573,228 (includes 413,200
Power shares underlying
exercisable options)
-----------------------------------------------
10 Shared Dispositive Power 0
-----------------------------------------------
- 2 -
<PAGE>
11 Aggregate Amount Beneficially
Owned By Each Reporting Person 573,228
-----------------------------------------------------------------------
12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares |X| (excludes 10,000 shares
owned by Mr. Van
Meter's adult children
as to which he
disclaims beneficial
ownership)
-----------------------------------------------------------------------
13 Percent of Class Represented
Amount in Row (11) 12.6%
-----------------------------------------------------------------------
14 Type of Reporting Person IN
-----------------------------------------------------------------------
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the common stock, par value $.001 per share (the "Common Stock"), of
Celerity Systems, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 1400 Centerpoint Boulevard,
Knoxville, Tennessee 37932.
Item 2. Identity and Background.
(a) The name of the person filing this Schedule is Kenneth D. Van
Meter.
(b) The business address of Mr. Van Meter is Celerity Systems,
Inc., 1400 Centerpoint Boulevard, Knoxville, Tennessee 37932.
(c) Mr. Van Meter is President, Chief Executive Officer and
Chairman of the Board of Directors of the Company.
(d) Mr. Van Meter has not been convicted during the past five
years in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Mr. Van Meter has not been, during the last five years, a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and has not and is not subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Van Meter is a citizen of the United States.
- 3 -
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
In October, 1998, 155,028 shares of Common Stock of the Company were
purchased for Mr. Van Meter's 401(k) account for $135,649.50 with personal
funds from such account.
Item 4. Purpose of Transaction.
The 155,028 shares purchased by Mr. Van Meter were purchased for
investment.
Except as provided herein, Mr. Van Meter has no current plans or
proposals in his capacity as a shareholder which would relate to or would result
in:
(a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) a sale or transfer of a material amount of assets of the
Company;
(d) any change in the present board of directors or management
of the Company;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) any action similar to those enumerated above.
Mr. Van Meter, however, reviews and may vote or otherwise exercise
decision-making authority with respect to all potential corporate transactions
in his capacity as a director and executive officer of the Company, which may
include transactions of the type listed above.
- 4 -
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The equity securities to which this statement relates
consists of 573,228 shares of Common Stock, including (i) 160,028 shares of
Common Stock owned by Mr. Van Meter (of which 155,028 shares of Common Stock are
held through Mr. Van Meter's 401(k) account), (ii) 183,200 shares of Common
Stock issuable upon the exercise of currently exercisable stock options held by
Mr. Van Meter at an exercise price of $1.38 per share, which options expire on
April 4, 2007 and (iii) 230,000 shares of Common Stock issuable upon the
exercise of currently exercisable stock options held by Mr. Van Meter at an
exercise price of $3.00 per share, which options expire on July 18, 2007. These
equity securities represent approximately 12.6% of the outstanding shares of
Common Stock of the Company. (This statement does not include 10,000 shares of
Common Stock owned by Mr. Van Meter's adult children as to which he disclaims
beneficial ownership.)
(b) Mr. Van Meter has sole power to vote and dispose of
413,200 shares of Common Stock underlying exercisable stock options and 5,000
shares of Common Stock held by him, and shared power to vote and sole power to
dispose of 155,028 shares of Common Stock held in his 401(k) account.
(c) During the 60 days preceding the filing of this report, no
transactions involving Common Stock were effected.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the equity securities to which this statement relates, except that any such
dividends or proceeds with respect to the shares of Common Stock held in Mr. Van
Meter's 401(k) account are subject to the terms of the Plan.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
1. Reference is made to the employment agreement between the Company
and Mr. Van Meter, a copy of which is incorporated by reference to the Company's
Registration Statement on Form SB-2, filed October 8, 1997 (Exhibit 10.1).
Pursuant to such agreement, Mr. Van Meter is entitled to purchase 183,200 and
230,000 shares of Common Stock issuable upon the exercise of currently
exercisable stock options at exercise prices of $1.38 and $3.00 per share,
respectively, which options expire on April 4, 2007 and July 18, 2007,
respectively.
2. Reference is made to the Celerity Systems, Inc. 401(k) Profit
Sharing Plan, a summary plan description of which is incorporated by reference
to the Company's Registration Statement on Form S-8, filed September 18, 1998
(Exhibit 99). Mr. Van Meter does not currently have voting power with respect
to the 155,028 shares held in his 401(k) account since voting power is held
by the trustees of the Plan. The trustees are employees of the Company. Mr.
Van Meter would, however, acquire the power to vote such shares upon the
making by the Company of the appropriate election under ERISA.
Item 7. Materials to be Filed as Exhibits.
1. Employment Agreement between the Company and Mr. Van Meter, a copy
of which is incorporated by reference to the Company's Registration Statement on
Form SB-2, filed October 8, 1997 (Exhibit 10.1).
2. The Celerity Systems, Inc. 401(k) Profit Sharing Plan, a summary
plan description of which is incorporated by reference to the Company's
Registration Statement on Form S-8, filed September 18, 1998 (Exhibit 99).
- 5 -
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, correct and complete.
Dated: October 23, 1998 /s/ Kenneth D. Van Meter
--------------------------
Kenneth D. Van Meter
- 6 -
