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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2000
CEREUS TECHNOLOGY PARTNERS, INC.
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(Exact name of Registrant as specified in its charter)
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Delaware 0-30522 13-3773537
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
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1000 Abernathy Road, Suite 1000
Atlanta, Georgia 30328
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (770) 668-0900
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 12, 2000, Cereus Technology Partners, Inc. (the "Company")
announced that it had entered into an Agreement and Plan of Merger, dated as of
June 12, 2000 (the "Merger Agreement"), with Eltrax Systems, Inc., a Minnesota
corporation ("Eltrax"), and Solemn Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Eltrax ("Acquiring Sub"), which
provides for the merger (the "Merger") of Acquiring Sub with and into the
Company with the Company continuing as the surviving corporation. Pursuant to
the Merger Agreement, at the effective time of the Merger (the "Effective
Time"), each share of common stock, par value $.01 per share, of the Company
(the "Company Common Stock"), outstanding immediately prior to the Effective
Time will be converted into the right to receive 1.667 shares of common stock,
par value $.01 per share, of Eltrax (the "Eltrax Common Stock"), subject to
adjustment for the sale of certain assets comprising Eltrax's hospitality
business.
The Merger is subject to certain conditions, including required
regulatory and stockholder approvals.
Concurrently with the execution of the Merger Agreement, the Company
and Eltrax entered into a Bridge Loan Commitment whereby the Company agreed to
loan up to $5.0 million to Eltrax.
On June 12, 2000 each of the directors of the Company (each, a "Company
Stockholder") entered into a proxy agreement with Eltrax pursuant to which each
director has granted to Eltrax a proxy to vote all of the shares of the Company
Common Stock held by such director in favor of the approval of the Merger
Agreement and the Merger, and the Company entered into Proxy Agreements with
each of the directors of Eltrax (each, an "Eltrax Stockholder") pursuant to
which each Eltrax Stockholder granted the Company a proxy to vote such Eltrax
Stockholder's Eltrax Common Stock in favor of the approval of the Merger
Agreement and the Merger.
Copies of the Merger Agreement (together with the exhibits thereto,
including the form of Bridge Loan Commitment and Stockholder Proxy Agreements)
are filed as exhibits hereto. The foregoing descriptions are qualified in their
entirety by reference to such exhibits.
A copy of the joint press release issued by the Company and Eltrax on
June 12, 2000 with respect to the Merger is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits.
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99.1 Press release dated June 12, 2000
99.2 Agreement and Plan of Merger by and among Eltrax
Systems, Inc., Solemn Acquisition Corporation and Cereus
Technology Partners, Inc.
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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 thereunto duly authorized.
CEREUS TECHNOLOGY PARTNERS, INC.
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(Registrant)
Date: June 16, 2000 /s/ Steven A. Odom
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Steven A Odom
Chief Executive Officer
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