As filed with the Securities and Exchange Commission on September 16, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Celerity Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1283993
State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
200 Baker Avenue, Suite 300
Concord, MA 01742
(Address, Including Zip Code of Registrant's Principal Executive Offices)
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Amended and Restated 1991 Non-Qualified Celerity Solutions, Inc.
Employee Stock Option Plan
Amended and Restated 1992 Non-Qualified Stock Option Plan
For Non-Employee Directors
(Full Title of Plans)
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Edward Terino
Chief Financial Officer
Celerity Solutions, Inc.
200 Baker Avenue, Suite 300
Concord, MA 01742
978/287-5888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Calculation of Registration Fee
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Regis- Price Per Offering Registra-
Registered (1) tered Share(2) Price (2) tion Fee
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Common 2,684,000 $2.00 $6,039,000 $1,627.00
Stock, $.001 Shares
Par Value
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan(s) described herein.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the average of the high and low prices of the Common
Stock of the Registrant on the NASDAQ National Market System on September 15,
1997.
<PAGE>
Registration of Shares
Pursuant to general instruction E of Form S-8, this registration statement
incorporates by reference the contents of Celerity Solutions, Inc.'s (formerly
known as Capitol Multimedia, Inc.) (the "Company's") earlier Registration
Statements on Form S-8, as filed with the Securities and Exchange Commission on
April 1, 1993 (Registration No. 33-60440) and May 2, 1996 (Registration No.
333-4360), and all Post-Effective Amendments thereto..
On August 22, 1996, the Company's shareholders approved an increased from
616,000 to 1,500,000 shares of common stock issuable under the Amended and
Restated 1991 Non-Qualified Employee Stock Option Plan (the "Employee Plan"). On
August 21, 1997, the Company's shareholders approved an increase from 1,500,000
to 3,000,000 shares of common stock issuable under the Employee Plan, and an
increase in the number of shares of common stock authorized to be issued under
the Amended and Restated 1992 Non-Qualified Stock Option Plan for Non-Employee
Directors (the "Director Plan") from 300,000 to 600,000. Pursuant to one of the
Company's earlier Registration Statements on Form S-8 (Registration No.
333-4360), the number of shares registered under the Employee Plan was increased
from 216,000 to 616,000, and the number of shares registered under the Director
Plan was increased from 100,000 to 300,000.
The total number of shares registered hereunder is derived by adding the
additional shares registered hereby under the Employee Plan, 2,384,000, to the
additional shares registered hereby under the Director Plan, 300,000.
Item 8. Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation, as amended (incorporated by reference
herein to Exhibit 3.1 filed with the Company's Form 8-K, filed on
September 5, 1997).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-18, Registration No.
33-45725A filed on February 12, 1992).
4.1 Specimen stock certificate - Common Stock (incorporated by reference
herein on Exhibit 4.1 filed with the Company's Registration Statement
on Form S-18, Registration No. 33-45725A filed on February 12, 1992).
4.2 Amended and Restated 1991 Non-Qualified Celerity Solutions, Inc.
Employee Stock Option Plan (incorporated by reference herein to the
exhibit filed with the Company's Form 8-K, filed on September 5,
1997).
4.3 Amended and Restated 1992 Non-Qualified Stock Option Plan for
Non-Employee Directors (incorporated by reference herein to the
exhibit filed with the Company's Form 8-K, filed on September 5,
1997).
5.1 Opinion of Baker & McKenzie.
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23.1 Consent of Baker & McKenzie (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
99.1 Form of Indemnification Agreement as signed by directors and officers
of the Company (incorporated by reference herein to the exhibit filed
with the Company's Form 10-QSB dated June 30, 1993).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, State of Massachusetts, on the 10th day of
September, 1997. CELERITY SOLUTIONS, INC.
By: /s/ Edward Terino
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Edward Terino
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Edward Terino, his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
or supplements to this Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, lawfully do, or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Robert Donaldson Director September 10, 1997
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Robert Donaldson
/s/ Luda Kopeikina President September 10, 1997
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Luda Kopeikina
/s/ Nico B.M. Letschert Director September 10, 1997
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Nico B.M. Letschert
/s/ Igor Razboff Director September 10, 1997
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Igor Razboff
/s/ Philip Redmond Director September 10, 1997
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Philip R. Redmond
/s/ Richard Santagati Director September 10, 1997
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Richard Santagati
/s/ Alan White Director September 10, 1997
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Alan White
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
3.1 Certificate of Incorporation, as amended (incorporated by reference
herein to Exhibit 3.1 filed with the Company's Form 8-K, filed on
September 5, 1997).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-18, Registration No.
33-45725A, filed on February 12, 1992).
4.1 Specimen stock certificate - Common Stock (incorporated by reference
herein as Exhibit 4.1 to the Company's Registration Statement
on Form S-18, Registration No. 33-45725A, filed on February 12, 1992).
4.2 Amended and Restated 1991 Non-Qualified Celerity Solutions, Inc.
Employee Stock Option Plan (incorporated by reference herein to the
exhibit filed with the Company's Form 8-K, filed on September 5,
1997).
4.3 Amended and Restated 1992 Non-Qualified Stock Option Plan for
Non-Employee Directors (incorporated by reference herein to the
exhibit filed with the Company's Form 8-K, filed on September 5,
1997).
5.1 Opinion of Baker & McKenzie.
23.1 Consent of Baker & McKenzie (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
99.1 Form of Indemnification Agreement as signed by directors and officers
of the Company (incorporated by reference herein to the exhibit filed
with the Company's Form 10-QSB dated June 30, 1993).
EXHIBIT 5.1
September 15, 1997
Celerity Solutions, Inc.
200 Baker Avenue, Suite 300
Concord, MA 01742
Re: Validity of Common Stock
Ladies and Gentlemen:
We are rendering this opinion in connection with the registration, pursuant
to a registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), of 2,684,000 shares
(the "Additional Shares") of common stock, par value of $0.10 per share (the
"Common Stock"), of Celerity Solutions, Inc., a Delaware corporation (the
"Company"). The Additional Shares may be issued under the Company's Amended and
Restated 1991 Employee Stock Option Plan and the Amended and Restated 1992 Stock
Option Plan for Non-Employee Directors (collectively, the "Plans").
In connection with the preparation of this opinion, we have examined the
minute books and stock records as presented to us by the Company, the
Certificate of Incorporation and By-Laws of the Company, as amended, the
Registration Statement, copies of resolutions duly adopted by the Board of
Directors of the Company relating to the authorization and proposed issuance of
the Common Stock, and certain documents relating to the Plans. In addition, we
have reviewed such other documents and instruments and have conferred with
various officers and directors of the Company and have ascertained or verified
to our satisfaction such additional facts with respect to the Company as we have
deemed necessary or appropriate for the purposes of this opinion.
We have assumed for purposes of this opinion that all applicable laws,
rules and regulations in effect at the time of the issuance of the Additional
Shares under the Plans will be the same as such laws, rules and regulations in
effect as of the date hereof.
We are the members of the Bar of the District of Columbia. We have made
such examination of federal law and of the Delaware General Corporation Law as
we have deemed relevant for purposes of this opinion, and we express no opinion
as to laws of any other state or jurisdiction.
Based on the foregoing, we are of the opinion that, subject to the
effectiveness of the
<PAGE>
Registration Statement and compliance with applicable state securities laws, the
Additional Shares, when issued and paid for pursuant to the terms of the Plans,
will constitute duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock of the Company.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the Securities Act.
Very truly yours,
/s/ Baker & McKenzie
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Baker & McKenzie
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Non-Qualified Stock Options Granted Pursuant to
Executive Employment and Compensation Contracts, Amended and Restated 1991
Non-Qualified Celerity Solutions, Inc. (formerly Capitol Multimedia, Inc.)
Employee Stock Option Plan and the Amended and Restated 1992 Non-Qualified Stock
Option Plan For Non-Employee Directors of our report dated May 22, 1997, with
respect to the consolidated financial statements of Celerity Solutions, Inc.
(formerly Capitol Multimedia, Inc.) included in its Annual Report (Form 10-KSB)
for the year ended March 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Boston, Massachusetts
September 15, 1997
