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
March 18, 1999
Date of Report (Date of earliest event reported)
Celerity Solutions, Inc.
(Exact name of Registrant as Specified in Charter)
Delaware 0-20102 52-1283993
(State of (Commission (IRS Employer
Jurisdiction) File Number) Identification No.)
270 Bridge Street, Suite 301 Dedham, Massachusetts 02026
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (781) 329-1900
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Former Name or Former Address, if Changed Since Last Report
<PAGE>
Item 5: Other Events.
On March 18 1999, Celerity Solutions, Inc. (the "Company" or "Celerity",
NASDAQ: CLTY) (CLTYW), announced that its Board of Directors had extended its
Series A Warrant expiration date for one year to March 31, 2000. The Company
currently has 344,500 Series A Warrants outstanding entitling the holder of each
to purchase 1.74 Shares of Common Stock at an exercise price of $3.57 per share
On April 6, 1999, the Company announced the resignation of Edward Terino as
Treasurer and Chief Financial Officer of the Company, and the appointment of
James P. Dore as Treasurer and Chief Financial Officer effective immediately.
Item 7: Financial Schedules and Exhibits
(a.) Financial Statements of Business Acquired
Not Applicable
(b.) Pro Forma Financial Information
Not Applicable
(c.) Exhibits
Exhibit 99.02
Press Release, dated March 18, 1999, "Celerity Solutions Announces Extension of
Series A Warrants".
Exhibit 99.03
Press Release, dated April 6, 1999, "Celerity Solutions, Inc. Announces New
CFO".
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: April 9, 1999 By: /s/ James P. Dore
-----------------------
James P. Dore
Its: Treasurer and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Number Description of Exhibits Page
- ------ ----------------------- ----
99.02 Press Release, dated March 18, 1999, "Celerity Solutions
Announces Extension of Series A Warrants". 4
99.03 Press Release, dated April 6, 1999, "Celerity Solutions, Inc.
Announces New CFO". 5
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Exhibit 99.02
CELERITY SOLUTIONS
For Immediate Release
Celerity Solutions Announces Extension of Series A Warrants
Dedham, MA, March 18, 1999 -- Celerity Solutions, Inc. ("Celerity", "the
Company", NASDAQ: CLTY, CLTYW), announced today that its Board of Directors has
extended its Series A Warrant expiration date for one year to March 31, 2000.
The Company currently has 344,500 Series A Warrants outstanding. Each Warrant
entitles the holder thereof to purchase 1.74 Shares of Common Stock at an
exercise price of $3.57 per share through March 31, 1999. The Warrants are
redeemable by the Company on an all or nothing basis at a redemption price of
$0.01 per Warrant, upon 30 days written notice, provided, however, that holders
may exercise Warrants at any time prior to the expiration of the 30-day
redemption notice period.
In the event that all of the Warrants are exercised, the Company will receive
proceeds of approximately $2,150,000. The Company currently plans to use any
proceeds received upon exercise of the Warrants to fund working capital
requirements and finance the development of software products.
* * *
Celerity Solutions, Inc., provides a unique broad-based offering of supply chain
planning and execution products for the manufacturing and distribution
industries ranging from Supply Chain Planning through Warehouse Management
software products. Celerity, which means "with swiftness of movement", is
focused on accelerating customers' materials and products through their supply
chains, while optimizing their inventory investment and improving customer
service. Celerity's software is designed to integrate planning and
transaction-based systems, and to provide real-time visibility to inventory
movement throughout the supply chain. Founded in 1982, Celerity has offices in
Dedham, Massachusetts; Newark, New Jersey; Chicago, Illinois; Irvine,
California; and St. Petersburg, Russia. Some of Celerity's customers include
Distribution Dynamics, United Liquors Limited, Corporate Express, Nortel,
Pleasant Company, Honeywell, Wesley Jessen, Champion Paper, Image Entertainment,
and Methanex Methanol. Additional information is available through the company's
Web sites: www.celeritysolutions.com and www.somersetwms.com.
FOR MORE INFORMATION CONTACT - 781.329.1900
Paul Carr, President and CEO, ext. 218 or Edward Terino, CFO, ext. 229
This press release may contain certain forward-looking statements 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. Please
refer to Celerity's 1998 Annual Report and quarterly SEC filings for a
description of the risks and uncertainties prepared by Celerity. 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.
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4
Exhibit 99.03
CELERITY SOLUTIONS
For Immediate Release
Celerity Solutions, Inc. Announces New CFO
DEDHAM, MA, April 6, 1999 - Celerity Solutions Inc. (NASDAQ: CLTY, CLTYW)
announced that Jim Dore has been promoted to Chief Financial Officer. Jim joined
Celerity in January of 1997. Prior to '97 Jim spent 4 years as CFO of Pro-cut
International Inc., and 5 related companies. Jim, a graduate of Clarkson
University, has 18 years experience in public accounting.
Jim replaces Ed Terino as CFO. Ed has accepted an executive position with a
larger public company. Paul Carr CEO of Celerity feels the change will be a
positive one for both parties "I appreciate the contribution made by Ed and wish
him well. Jim and Ed have worked very closely over the past two years and I am
confident this will be a smooth transition. Jim has a deep background in
financial information systems. This experience is proving invaluable as we
continue to streamline reporting systems and improve financial controls."
* * *
Celerity Solutions Inc., provides a suite of distribution products including
Demand Forecasting, Supply Chain Planning, Customer Service, Warehouse
Management and Transportation Management software products. Celerity, which
means speed, is focused on accelerating the flow of materials throughout the
supply chain while optimizing inventory investment and customer service levels.
Continuous planning provides the next level of quick response. Founded in 1982,
Celerity has offices in Dedham MA, Newark NJ, Chicago IL, Irvine CA and ST
Petersburg Russia. Additional information is available through the companies web
site: www.celeritysolutions.com.
For More Information Contact - 781.329.1900
Paul Carr, President and CEO, ext 218 or Jim Dore, CFO ext. 232
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