SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 8, 1997
CELERITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-20102 52-1283993
(State of Jurisdiction) (Commission File Number) (IRS Employer ID No.)
200 Baker Avenue, Suite 300
Concord, MA 01742
(Address of Principle Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (978) 287-5888
N/A
Former Name or Former Address, if Changed Since Last Report
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Item 5: Other Events
On December 8, 1997, Celerity Solutions Inc. acquired Somerset Automation, Inc.,
a Irvine, California based, privately held developer and integrator of warehouse
management software for approximately $6.15 million, consisting of 1.95 million
shares of Celerity Solutions, Inc. unregistered common stock, $2.0 million in
cash, and $845,000 in promissory notes, which are payable beginning in 1999.
Celerity Solutions, Inc. will operate Somerset Automation, Inc. as a wholly
owned subsidiary to be known as Somerset, Inc. Incorporated herein is Exhibit
99.01 , to this Form 8K, a press release "Celerity Solutions, Inc. Acquires
Somerset Automation, Inc."
Item 7: Financial Schedules and Exhibits
(c.) Exhibits
99.01 Press Release, dated December 10, 1997, "Celerity Solutions, Inc.
Acquires Somerset Automation, Inc."
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.
CELERITY SOLUTIONS, INC.
(Registrant)
Date: December 11, 1997 By: /s/ Edward Terino
----------------- -----------------
Edward Terino
Chief Financial Officer,
Treasurer, Secretary
EXHIBIT INDEX
Number Description of Exhibits Page
- ------ ----------------------- ----
Press Release, dated December 10, 1997, "Celerity
99.01 Solutions, Inc. Acquires Somerset Automation, Inc." 3
EXHIBIT 99.01
NEWS FROM CELERITY SOLUTIONS, INC.
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION CONTACT - 508-287-5888
LUDA KOPEIKINA, PRESIDENT, EXT. 114 OR EDWARD TERINO, CFO, EXT. 113
Celerity Solutions, Inc. Acquires Somerset Automation, Inc.
Concord, Massachusetts, December 10, 1997 -- Celerity Solutions, Inc. (Celerity;
NASDAQ: CLTY, CLTYW) announced today that on December 8th it acquired Somerset
Automation, Inc. (Somerset), a privately-held warehouse management software
company based in Irvine, California for 1.95 million shares of restricted common
stock, $2 million in cash, and $845,000 in notes that are payable beginning in
1999 and become fully due on October 1, 2000.
Somerset's financial performance (audited) for fiscal 1997 (ending January 31,
1997) and the eight months ending September 30, 1997 included sales of
approximately $3.6 million and $3 million, and operating income of $400,000 and
$560,000, respectively. Somerset has generated positive cash flow for both
periods, is debt free, and had approximately $900,000 in cash at closing.
According to Luda Kopeikina, President of Celerity, "The acquisition of Somerset
adds approximately $4.5 million to our revenue base on an annualized basis. More
importantly, it adds a rapidly growing, recognized, and profitable technology
leader in the warehouse management software market to Celerity's existing supply
chain management business. The acquisition of Somerset fills a strategic product
need for Celerity and positions the Company to provide integrated warehouse and
supply chain management software for the middle market. We expect to achieve
synergies in the areas of marketing and sales and through the utilization of our
Russian software development resources for Somerset's products."
According to Luc Ringuette, CEO of Somerset, "We are proud of the growth and the
recognized technology leadership position that we have been able to achieve in
the warehousing software industry. The combination of the two companies presents
a great opportunity to capitalize on the market growth through packaging our
combined products for delivery through alternate distribution channels."
Somerset was founded in 1990 by Luc Ringuette with a focus on the development
and implementation of warehouse management software products. Somerset has
approximately 40 employees. The Company has prestigious customers including:
Corporate Express, Wesley Jessen, Pleasant Company, Bugle Boy Industries,
Columbia Sportswear, and its software distributes products for Microsoft, Becton
Dickinson, and others through the strategic relationship with the Interamerican
Group (a division of US Freightways). Somerset has been recognized by several
publications for the success of its software in achieving improved inventory and
shipping accuracy, and increasing warehouse productivity. Somerset's warehouse
management software, WMS 4.0, is client-server based, highly flexible, user
configurable, and supports single and multiple facility enterprises. Modules
include Inventory Control, Inventory Management, Inbound Processing, Outbound
Processing, and Workload Management.
<PAGE>
Celerity will continue to operate Somerset Automation as a wholly owned
subsidiary under the name "Somerset, Inc." Its offices will remain in Irvine,
CA.
Celerity Solutions, Inc., which trades on NASDAQ Small-Cap Market (CLTY), a
provider of supply chain management software, was founded in 1982 and has
offices in Dedham, MA, Denver, CO, Los Angeles, CA, Irvine, CA, and St.
Petersburg, Russia.
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This press release may contain certain forward-looking statements, e.g.
"expect", "projected", within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
presently anticipated or projected. Celerity cautions readers not to place undue
reliance on any forward looking statements, which speak only as to management's
expectations on the date hereof. Celerity does not undertake - and specifically
declines any obligation - to publicly release the result of any revision which
may be made to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of anticipated or
unanticipated events.
