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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 29, 1999
CELERIS CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 0-26390 41-1545493
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1801 West End Avenue, Suite 750, Nashville, Tennessee 37203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 341-0223
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SUMMIT MEDICAL SYSTEMS, INC.
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 29, 1999, the shareholders of Summit Medical
Systems, Inc. (the "Company") approved a proposal to change the
name of the Company to Celeris Corporation. As of February 1,
1999, the Company's common stock will trade under the symbol
"CRSC" on the Nasdaq National Market.
To effect the change in its corporate name, the Company
filed Articles of Amendment with the Secretary of State of the
State of Minnesota on January 29, 1999. A copy of such Articles
of Amendment are included as Exhibit 3.1 hereto and are
incorporated by reference herein.
On January 29, 1999, the Company issued a press release
announcing its name change to Celeris Corporation. A copy of such
press release is included as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
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<CAPTION>
Exhibit No. Description
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<S> <C>
3.1 Articles of Amendment of Articles of Incorporation of
Summit Medical Systems, Inc.
99.1 Press Release, dated January 29, 1999.
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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.
Date: January 29, 1999 CELERIS COPORATION
/s/ Barbara A. Cannon
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Barbara A. Cannon
President and Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Item Page
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<S> <C> <C>
3.1 Articles of Amendment of Electronically Filed
Articles of Incorporation of
Summit Medical Systems, Inc.
99.1 Press Release, dated January 29, 1999 Electronically Filed
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Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SUMMIT MEDICAL SYSTEMS, INC.
The undersigned, the President and Chief Executive Officer of Summit
Medical Systems, Inc., a Minnesota corporation, hereby certifies that pursuant
to Chapter 302A of the Minnesota Business Corporation Act, the following
resolution was duly adopted by the board of directors of such corporation at a
meeting held on December 7, 1998 and by shareholders of such corporation at a
meeting held on January 29, 1999, and that such resolution has not been
subsequently modified or rescinded:
NAME CHANGE
RESOLVED, that Article 1 of the Articles of Incorporation of the
corporation is hereby amended in its entirety to read as follows:
ARTICLE I
NAME. The name of the Corporation is Celeris Corporation.
IN WITNESS WHEREOF, the undersigned, the President and Chief Executive
Officer of Summit Medical Systems, Inc., being duly authorized on behalf of
Summit Medical Systems, Inc. has executed this document this 29th day of January
1999.
/s/ Barbara A. Cannon
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Barbara A. Cannon
President and Chief Executive Officer
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Exhibit 99.1
NEWS RELEASE
CELERIS CORPORATION NAME CHANGE EFFECTIVE IMMEDIATELY,
TICKER SYMBOL WILL BE "CRSC"
January 29, 1999, Nashville, TN ... Summit Medical Systems, Inc. (NASDAQ: SUMT)
today announced that its shareholders have approved its proposal to change the
name of the Company to "Celeris Corporation". The contract research services
company has chosen the name "celeris", which in Latin means swift or agile, to
reflect its mission to provide specialized clinical research services that allow
pharmaceutical, biotechnology and medical device companies to bring new products
to market quickly. The name change is effective immediately. Celeris Corporation
will also change its Nasdaq National Market trading symbol to "CRSC" beginning
February 1, 1999.
"We are excited to have completed this next step in our plan to focus on
providing high quality clinical research services. The name "celeris" truly does
reflect our desire to find new ways to help our clients positively impact time
to market," said Barbara Cannon, President & CEO.
Celeris Corporation's service offerings include regulatory consulting and
strategy, medical device evaluation, product and manufacturing quality
assurance, statistical analysis, and clinical study design. In addition, the
Company is expanding its service offerings to include investigative site
selection and qualification, clinical monitoring staffing services, data
management, and biostatistical consulting.
Contact: Paul R. Johnson
Chief Financial Officer
615-341-0223
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