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 22, 2000
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
- --------------------------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
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Table of Contents
Item 5: Other Events.......................................................1
Item 7: Financial Schedules and Exhibits...................................2
EXHIBIT INDEX..............................................................3
EX-99.04 PRESS RELEASE....................................................4
EX-99.05 PRESS RELEASE....................................................5
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Item 5: Other Events
On March 22 2000, 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 two months to May 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 March 22, 2000, the Company announced the sale of 1,950,000 shares of
unregistered common stock in a private equity transaction for a purchase price
of $0.50 per share.
One million shares of the Company's unregistered common stock were sold to
Mr. Robert Hermann for $500,000 in cash. As a condition of the purchase,
provided Mr. Herman retains 50% of the purchased shares, he will have the right
to designate a representative to the Company's board of directors.
Eight hundred thousand shares of the Company's unregistered common stock
were sold to Mr. Paul Carr, the Company's Chief Executive Officer for $400,000.
Mr. Carr paid $114,788 in cash. The remaining $285,212 was paid by reducing the
principal balance on a note payable to Mr. Carr from the Company. The principal
balance of the note was reduced to $347,980.74 and will be paid in 30 monthly
payments of $12,836.43 commencing April 15, 2000.
One hundred thousand shares of the Company's unregistered common stock were
sold to Mr. Luc Ringuette, the Company's former Chairman for $50,000. The entire
amount was paid by reducing the principal balance on a note payable to Mr.
Ringuette from the Company. The principal balance of the note was reduced to
$182,243.44 and will be paid in 27 monthly payments of $7,397.85 commencing
April 15, 2000.
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Item 7: Financial Schedules and Exhibits
(a.) Financial Statements of Business Acquired
Not Applicable
(b.) Pro Forma Financial Information
Not Applicable
(c.) Exhibits
Exhibit 99.04
Press Release, dated March 22, 2000, "Celerity Solutions Announces Extension of
Series A Warrants".
Exhibit 99.05
Press Release, dated March 22, 2000, "Celerity Solutions, Inc. Receives
Investment for Slingshot ecity".
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: March 22, 2000 By: /s/ Paul Carr
-----------------------
Paul Carr
Its: President and
Chief Executive Officer
2
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EXHIBIT INDEX
Number Description of Exhibits Page
- ------ ----------------------- ----
99.04 Press Release, dated March 22, 2000, "Celerity Solutions
Announces Extension of Series A Warrants". 4
99.05 Press Release, dated March 22, 2000, "Celerity Solutions, Inc.
Receives Investment for Slingshot ecity". 5
3
EX-99.04 PRESS RELEASE
Exhibit 99.04
CELERITY SOLUTIONS
For Immediate Release
Celerity Solutions Announces Extension of Series A Warrants
Dedham, MA, March 22, 2000 -- Celerity Solutions, Inc. ("Celerity", "the
Company", NASDAQ BB: CLTY, CLTYW), announced today that its Board of Directors
has extended its Series A Warrant expiration date from March 31, 1999 to May 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.
o o o
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.
4
EX-99.05 PRESS RELEASE
Exhibit 99.05
CELERITY SOLUTIONS
For Immediate Release
Celerity Solutions Completes financing
to fund Slingshot eCity
Dedham, MA (March 22, 2000) -- Celerity Solutions, Inc. (Celerity; NASDAQ BB:
CLTY), today announced it has completed a private equity financing of
approximately $1 million to fund expansion and marketing of it's Slingshot
e-business division. Management as well as private investors participated in the
financing. According to Paul Carr, Celerity's CEO "Time-to-market is critical in
todays B2B e-business marketplace. These funds will allow us to accelerate both
our marketing and development efforts." Complete details of the financing are
available in the Company's recent 8K filing.
Slingshot eCity's eBusiness solution delivers continuous online synchronization
of planning and order fulfillment functions in a single browser-based eBusiness
suite. Initial Slingshot products include eSell - customer order management,
eBuy - internet procurement, eStock - warehouse and inventory management and
ePlan - continuous supply chain planning. The Slingshot suite is under
development. A pre-release version of all modules will be presented at the
Distribution Software Exposition in Chicago (April 4th - 6th).
For More Information Contact: Dave Waldron at 781-329-1900 extension 233 or
[email protected]
o o o
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.
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