SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File No. 0-23279
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CUSIP No. 15100R 10 7
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NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Celerity Systems, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
1400 Centerpoint Boulevard
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Address of Principal Executive Office (Street and Number)
Kxoxville, Tennessee 37932
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City, State and Zip Code
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PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| | (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
|X| | (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on
| or before the 15th calendar day following the prescribed due date; or
| the subject quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
|
|_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
| has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant is unable to file the subject quarterly report on Form 10-QSB in
a timely manner without unreasonable effort or expense because management is in
the process of completing information needed for the report. Completion of the
Form 10-QSB by the original due date is further restricted by a significant
reduction in accounting and administrative personnel.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth D. Van Meter (423) 539-3601
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
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If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Celerity Systems, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date May 17, 1999 By /s/ Kenneth D. Van Meter
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Kenneth D. Van Meter
President and CEO
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)
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Part IV-Other Information
(3)
The Company incurred a net loss of approximately $1,828,000 for the quarter
ended March 31, 1998, and incurred a significant net loss for the quarter ended
March 31, 1999. As of March 31, 1999, the Company's accumulated deficit and net
loss continued to grow significantly since the end of the fiscal year ended
December 31, 1998. The loss was generated primarily because of a lack of sales
due to the weak Asian economy, discontinuance of the Company's CD- ROM division
and constrained marketing activities due to a lack of cash flow. The lack of
sales or a significant financial commitment continues to raise substantial doubt
about the Company's ability to continue as a going concern.
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