UNITED STATES
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
February 11, 2005
Date of Report (Date of earliest event reported)
CELERITY SYSTEMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 814-00631 52-2050585
-------- --------- ----------
(State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
122 Perimeter Park Drive
Knoxville, Tennessee 37922 37922
-------------------------- -----
(Address of principal executive offices) (Zip Code)
(865) 539-5300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On February 11, 2005, Celerity Systems, Inc. (the "Company") became
entitled to receive a distribution of $5,240,000 from Yorkville Advisors
Management, LLC ("Yorkville") in connection with the Company's Preferential
Rights Membership Interest in Yorkville, pursuant to the terms of Yorkville's
Limited Liability Company Agreement, as amended. Accordingly, upon its receipt
of the distribution, the Company will no longer have any ownership interest in
Yorkville. The Company's receipt of the Preferential Rights Membership Interest
was precipitated by the Managing Member of Yorkville announcing that Yorkville
will begin winding up its affairs and is expected to dissolve later this year
due to recently adopted rules and rule amendments by the Securities and Exchange
Commission.
The Company's ownership interest in Yorkville was originally a minority
Common Membership Interest. Pursuant to the terms of a Second Amendment to the
Limited Liability Company Agreement of Yorkville entered into on January 31,
2005 among Yorkville and the other equity owners of Yorkville, the Company's
minority Common Membership Interest was reconstituted as Preferential Rights
Interest. As a result, the Company became entitled to receive dividends and
other distributions out of Yorkville's available assets in an amount up to the
purchase price paid by the Company for its original Common Membership Interest.
The $5,240,000 preferential distribution to be received by the Company
represents the entire purchase price paid by the Company for its original Common
Membership Interest.
SIGNATURE
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: February 18, 2005 CELERITY SYSTEMS INC.
By: /s/ Robert Legnosky
----------------------------
Name: Robert Legnosky
Title: President