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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 Exchange Act of 1934
DATE OF REPORT: JUNE 12, 2000
(Date of earliest event reported)
ELTRAX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA COMMISSION FILE NO. 0-22190 41-1484525
(State of incorporation) (IRS Employer I.D. No.)
400 GALLERIA PARKWAY
SUITE 300
ATLANTA, GA 30339
(Address of principal executive offices)
(770) 612-3500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 12, 2000, Eltrax Systems, Inc. ("Eltrax"), Solemn Acquisition
Corporation, a wholly-owned subsidiary of Eltrax ("Solemn"), and Cereus
Technology Partners, Inc. ("Cereus"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") under which they have agreed to the merger of
Solemn with and into Cereus. Cereus will continue to operate as a subsidiary of
Eltrax.
Under the Merger Agreement, Eltrax will issue 1.667 shares of its
common stock for each outstanding share of Cereus's common stock, but the
exchange ratio may be decreased if Eltrax sells any part of its hospitality
services business before the proposed merger. The merger has been approved by
the boards of directors of Eltrax, Solemn and Cereus, is structured to be
tax-free to both companies' stockholders and will be accounted for by the
purchase method of accounting. Cereus will invest up to $5 million in Eltrax in
the form of convertible subordinated note before the closing. As part of the
transaction, Cereus will provide interim management services to Eltrax before
the merger. The closing is conditioned on Cereus having not less than $15
million in unencumbered cash or cash equivalents at closing and on Cereus and
Eltrax raising an additional $20 million in cash, either individually or
together, through the sale of additional equity or subordinated convertible
debt, and/or the sale of some or all of Eltrax's hospitality services business.
The transaction is subject to approval by the shareholders of both companies and
other customary conditions and regulatory approvals.
Steven A. Odom, Cereus's Chief Executive Officer, James M. Logsdon,
Cereus's President and Chief Operating Officer, and Juliet M. Reising, Cereus's
Chief Financial Officer, will hold the same positions with the combined company.
William O'Reilly, Eltrax's Chairman and Chief Executive Officer, will become
Chairman of the nine-member board of the combined company made up of Odom,
Logsdon, Reising, Amy Newmark, Max Bobbitt, Gary Heck and Joseph Wright (all
current Cereus board members), as well as O'Reilly and Stephen Raville (both
current Eltrax board members).
On June 12, 2000 each of the directors of Eltrax (each, an "Eltrax
Stockholder") entered into a proxy agreement with Cereus under which each Eltrax
Stockholder has granted to Cereus a proxy to vote all of his or her shares of
Eltrax common stock in favor of the approval of the Merger Agreement and the
proposed merger, and each of the directors of Cereus (each, a "Cereus
Stockholder") entered into a proxy agreement with Eltrax under which each Cereus
Stockholder granted Eltrax a proxy to vote his or her shares of Cereus common
stock in favor of the approval of the Merger Agreement and the proposed merger.
The description of the proposed merger and related transactions
described in this report does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement and its exhibits, which is filed
as Exhibit 2.1 to this report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
Exhibit Filed
Number Description Herewith
------ ----------- --------
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of June 12, 2000, by and X
among Eltrax Systems, Inc., Solemn Acquisition Corporation and
Cereus Technology Partners, Inc.
</TABLE>
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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.
ELTRAX SYSTEMS, INC.,
a Minnesota corporation
Date: June 16, 2000 By: /s/ William A. Fielder, III
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Its: Chief Financial Officer and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Filed
Number Description Herewith
------ ----------- --------
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of June 12, 2000, by and among X
Eltrax Systems, Inc., Solemn Acquisition Corporation and Cereus
Technology Partners, Inc.
</TABLE>
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