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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 15, 1999
CELERITY SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23279 52-2050585
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1400 Centerpoint Boulevard
Knoxville, Tennessee 37932
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including
area code: (423) 539-5300
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(Former Address, if changed since last report)
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Item 5: OTHER EVENTS
Attached hereto as Exhibit 99 is a copy of a press release dated January
15, 1999 announcing that Celerity Systems, Inc. has initially closed a private
placement of convertible debentures.
Item 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99. Press Release issued by Celerity Systems, Inc. on
January 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 15, 1999
CELERITY SYSTEMS, INC.
By: /s/ Kenneth D. Van Meter
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Kenneth D. Van Meter
President and Chief Executive Officer
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Exhibit 99
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CELERITY CLOSES ON PRIVATE FINANCING
Knoxville, Tennessee - January 15, 1999. Celerity Systems, Inc. (Nasdaq: CLRT)
has received gross proceeds of $300,000 upon the initial closing of a private
offering to accredited investors. Investors in the private placement receive 9%
convertible debentures with a principal amount equal to the amount of the
investment and a term of two years. The debentures are convertible into the
Company's common stock at a price equal to the lesser of (i) 75% of the average
closing bid price of the common stock for the five days immediately preceding
the date of conversion, or (ii) four times the five-day average closing bid
price for the five days immediately preceding the date of closing. The Company
may redeem the debentures at a redemption price that ranges from 115% to 125% of
the principal amount, plus accrued interest. The debentures are subject to
mandatory conversion upon maturity.
The Company has agreed to file a registration statement with respect to the
resale of the common stock underlying the debentures within 45 days following
closing, which is required to be declared effective within 90 days of closing.
Under certain circumstances, investors may be entitled to liquidated damages.
The placement agent is entitled to a 10% cash fee and a 2% fee for
non-accountable expenses and repayment of certain other expenses. The net
proceeds of the offering are to be used for working capital.
The securities offered in the private offering have not been registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an exemption from applicable registration
requirements.
Contact information: Celerity Systems, Inc., 1400 Centerpoint Boulevard,
Knoxville, Tennessee 37932, 423-539-5300 phone, 423-539-3502 fax;
www.celerity.com.
