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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
To Prospectus dated December 13, 2000 REGISTRATION NO. 333-48838
This prospectus supplement relates to 8,971,516 shares of Common
Stock. This prospectus supplement will be used by the selling stockholders
to resell their shares as set forth in the prospectus and we will not
receive any proceeds from the sales of the selling stockholders.
This prospectus supplement should be read in conjunction with the
prospectus dated December 13, 2000, which is to be delivered with this
prospectus supplement. All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.
References in this prospectus supplement to the "Company," "we," "our,"
and "us" refer to Celerity Systems, Inc., a Delaware corporation.
Recent Developments
On November 27, 2000, we executed an agreement with Nextek, Inc. of
Madison, Alabama under which Nextek will manufacture T 6000 digital set top
boxes for us. The terms of the agreement require us to maintain a rolling
purchase order commitment every 90 days. The agreement is non-exclusive, is for
an initial term of one year, is automatically extended by our ordering
additional products, and may be cancelled at any time by us upon payment of
certain costs of Nextek on open orders. Currently, we have placed firm orders
for digital set top boxes with an aggregate purchase price of approximately
$80,000 and may place additional orders to meet our ongoing requirements for
digital set top boxes.
At December 19, 2000, GMF had purchased an aggregate of $455,000 of
such debentures pursuant to this agreement, $202,000 of which had been converted
at December 19, 2000 resulting in the issuance of approximately 3.1 million
shares of common stock.
At December 19, 2000, holders had converted $702,281 principal amount
of additional debentures, and we had issued approximately 5.3 million shares of
common stock upon conversion.
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At December 19, 2000, $795,679, aggregate principal amount, of
convertible debentures was outstanding. In total, at December 19, 2000, we had
issued an aggregate of approximately 10.7 million shares of common stock upon
conversion of convertible debentures. We would have issued an additional 13.7
million shares, approximately, had conversion notices for all outstanding
convertible debentures been received effective December 19, 2000.
At December 19, 2000, holders of our Series A Preferred stock had
converted 22 shares of such stock resulting in the issuance of approximately 3.8
million shares of our Common Stock. Converting all of our remaining Series A
Preferred Stock at December 19, 2000, on a pro forma basis, we would have issued
approximately 3.8 million shares pursuant to such conversions.
We would be obligated to issue approximately the following number of
shares of common stock if holders of the outstanding convertible debentures and
Series A Preferred Stock were to issue conversion notices for all their
outstanding securities on a given date and the market price of the Common Stock
were to have declined the specified percentages from its December 19, 2000
price: 22.7 million shares (25% decrease); 34.0 million shares (50% decrease);
and 68.0 million shares (75% decrease). In such event, we may not have
sufficient authorized shares to cover all conversions under the outstanding
convertible debentures and Series A Preferred stock.
At December 19, 2000, the closing price of our common stock was $0.08
per share on the OTC bulletin board.
The date of this prospectus supplement is December 27, 2000
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