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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):
DECEMBER 7, 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: (865) 539-5300
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(Former Address, if changed since last report)
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THIS FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS INVOLVE
VARIOUS RISKS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN SUCH FORWARD LOOKING STATEMENTS.
THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: CELERITY SYSTEM
INC.'S ("CELERITY") HISTORY OF LOSSES AND NEED FOR FINANCING, MARKET DEMAND FOR
CELERITY'S PRODUCTS, SUCCESSFUL IMPLEMENTATION OF CELERITY'S PRODUCTS,
COMPETITIVE FACTORS, THE ABILITY TO MANAGE CELERITY'S GROWTH AND THE ABILITY TO
RECRUIT ADDITIONAL PERSONNEL, RISKS INVOLVING THE PROPOSED MERGER OF A
SUBSIDIARY OF CELERITY WITH FUTURETRAK INTERNATIONAL, INC., INCLUDING THAT THE
MERGER WILL NOT BE CONSUMMATED, AND OTHER RISKS DETAILED FROM TIME TO TIME IN
CELERITY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION"),
INCLUDING BUT NOT LIMITED TO, THOSE DESCRIBED UNDER THE CAPTION "DESCRIPTION OF
BUSINESS - RISK FACTORS" IN CELERITY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1998, CELERITY'S REGISTRATION STATEMENT ON FORM
S-3 (REGISTRATION NO. 333-81099), CELERITY'S CURRENT REPORTS ON FORM 8-K FILED
WITH THE COMMISSION AND THIS FORM 8-K.
Item 5: OTHER EVENTS
On December 7, 1999, Celerity, FutureTrak Merger Corp. ("Merger
Corp.") and FutureTrak International, Inc. ("FutureTrak") terminated the
Merger Agreement, dated August 10, 1999. Celerity originally determined to
merge with FutureTrak primarily because FutureTrak planned to focus on the
business of providing satellite television and other services to multi
housing unit projects and Celerity believed that its technology was well
suited for such projects. The merger has been terminated primarily because
efforts to obtain necessary funding for the planned activities of the merged
companies have not proven successful. Celerity and FutureTrak have therefore
determined to pursue their separate businesses.
Item 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Termination Agreement, dated December 7, 1999, between
Celerity, Merger Corp. and FutureTrak.
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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: December 7, 1999
CELERITY SYSTEMS, INC.
By: /S/ KENNETH D. VAN METER
Kenneth D. Van Meter
President and Chief Executive Officer
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TERMINATION AGREEMENT
This Termination Agreement ("Agreement"), dated December 7, 1999,
is entered into between CELERITY SYSTEMS, Inc., a Delaware corporation with its
principal office located at 1400 Centerpoint Boulevard, Knoxville, Tennessee
37932 ("Celerity"), FUTURETRAK MERGER CORP., a Delaware corporation and
wholly-owned subsidiary of Celerity ("Merger Sub"), and FUTURETRAK
INTERNATIONAL, INC., a Florida corporation with its principal office located at
3635 Park Central Blvd. North, Pompano Beach, Florida 33064 ("FutureTrak").
Celerity and Merger Sub on the one hand and FutureTrak on the other are each
referred to as a "Party" and collectively referred to as the "Parties."
W I T N E S S E TH:
WHEREAS, the Parties entered into an Agreement and Plan of Merger,
dated August 10, 1999 (the "Merger Agreement"); and
WHEREAS, the Parties desire to terminate the Merger Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. TERMINATION. Effective as of the date hereof, the Parties
hereby agree to terminate the Merger Agreement without liability on the part of
either Party; provided that Section 5.9 of the Merger Agreement (other than
clause (b) of such Section 5.9) (the "Surviving Provision") shall survive such
termination.
2. RELEASE. Each Party hereby irrevocably releases the other Party
and its respective shareholders, subsidiaries, officers, directors employees,
agents and each person, if any, who controls such Party within the meaning of
Section 15 of the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended, from and against any and all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills,
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specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims, losses,
obligations, deficiencies, liabilities, damages, costs, expenses and demands,
whatsoever, in law, or equity (collectively "Claims"), which such Party has ever
had, now has or hereafter can, shall or may have, for, upon or by reason of any
matter, cause or thing whatsoever from the beginning of the world through the
date hereof pursuant to or under the Merger Agreement, other than any of the
foregoing relating to or arising out of the Surviving Provision. Each Party
acknowledges that its obligations to the other Party and to third parties in
respect of money borrowed, as listed on Schedule I hereto, are not being
released hereby.
3. COVENANT NOT TO SUE. Each Party represents that it has not
filed or asserted any Claim with any governmental agency, any court, or any
other forum against the other Party. Each Party further agrees not to file or
assert any such Claim intended to be released pursuant to Section 2 at any time
hereafter. Each Party also agrees that it will not provide support or
assistance, directly or indirectly, to others in connection with any action,
suit or proceeding with respect to any such Claim unless required to do so by
law.
4. INDEMNIFICATION. Each Party agrees to indemnify the other Party
and to pay all attorneys' fees and expenses and other litigation costs incurred
by the other Party in connection with the breach by such Party of this
Agreement.
5. MISCELLANEOUS. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective legal representatives,
successors and permitted assigns. Paragraph headings are inserted for
convenience of reference only and do not form a part of this Agreement. This
Agreement shall be governed and construed in accordance with the laws of the
State of Delaware applicable to agreements made and entirely to be performed
within such state. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original. This Agreement contains
the entire agreement among the Parties with respect
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to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto, including, without limitation, Section 9.2 of the
Merger Agreement. This Agreement may be amended, modified, superseded, canceled,
renewed or extended only by a written instrument signed by the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives. CELERITY SYSTEMS, INC.
By: /S/ DENNIS K. SMITH
Name: Dennis K. Smith
Title: Vice President of Engineering
FUTURETRAK MERGER CORP.
By: /S/ DENNIS K. SMITH
Name: Dennis K. Smith
Title: Vice President of Engineering
FUTURETRAK INTERNATIONAL,
INC.
By: /S/ STEVEN REMONDINI
Name: Steven Remondini
Title: President
