UNITED STATES
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
January 5, 2006
CELERITY SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 814-00631 52-2050585
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 North Fairfax Drive, Suite 1150, Arlington, Virginia 22203-1664
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (703) 528-7073
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:
|_| 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On December 20, 2005, Celerity Systems, Inc., a Delaware corporation (the
"Company"), held a Special Meeting of its stockholders (the "Special Meeting")
for, among other purposes described in Item 8.01 below, the following purposes:
(i) to vote on an amendment to the Company's Certificate of Incorporation to
change the name of the Company to "Homeland Security Capital Corporation"; and
(ii) to vote on an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock of the Company ("Common
Stock") from 5,000,000,000 to 20,000,000,000. At the Special Meeting, the
holders of a majority of the outstanding shares of Common Stock approved both of
the foregoing amendments. As soon as practicable after the Special Meeting, the
Company will file an amendment to the Company's Certificate of Incorporation
with the Delaware Secretary of State to effectuate such amendments.
ITEM 8.01 OTHER EVENTS.
In addition to voting on the two proposed amendments described in Item
5.03 above, the three other purposes of the Special Meeting were as follows: (i)
to elect four (4) directors to the Company's Board of Directors (the "Board"),
two of which to be elected by the holders of a majority of the outstanding
shares of Common Stock (the "Common Stock Director-Nominees") and two (2) of
which to be elected by the holders of a majority of the outstanding shares of
Series F Preferred Stock of the Company (the "Preferred Stock
Director-Nominees"); (ii) to vote on the adoption of the "Celerity 2005 Stock
Option Plan" (the "2005 Plan") ; and (iii) to vote on the withdrawal of the
Company's election to be treated as a Business Development Company ("BDC") under
Section 54 of the Investment Company Act of 1940, as amended (the "ICA"). At the
Special Meeting, the holders of a majority of the outstanding shares of Common
Stock elected both Common Stock Director-Nominees, approved of the adoption of
the 2005 Plan, and approved of the withdrawal of the Company's election to be
treated as a BDC under the ICA. Also at the Special Meeting, the holders of a
majority of the Series F Preferred Stock elected both Preferred Stock
Director-Nominees.
The Common Stock Director-Nominees were C. Thomas McMillen, the current
Chief Executive Officer and President of the Company, and Carl J. Rickertsen.
The Preferred Stock Director-Nominees were Zev E. Kaplan and Philip A. McNeill.
On September 23, 2005, all of the Common Stock Director-Nominees and Preferred
Stock Director-Nominees (collectively, the "Director-Nominees") consented to
serve as directors if elected at the Special Meeting.
Each of the Director-Nominees, except Mr. McMillen, were granted options
to purchase 72,000,000 shares of Common Stock, of which 8,000,000 were issued
upon their election to the Board, and the remainder will be issued in 8,000,000
increments each calendar quarter thereafter. The exercise price for the stock
options granted upon election was the closing price of the Common Stock on
September 23, 2005. The closing price for the remaining 64,000,000 shares will
be the closing price of the Common Stock on the date of issuance. These options
expire 10 years from their grant date. Mr. McMillen was previously granted
options to purchase 580,000,000 shares of Common Stock (the "McMillen Options")
in connection with his employment by the Company and appointment to the Board on
August 30, 2005, which the Company reported in its Current Report on Form 8-K
filed with the United States Securities and Exchange Commission on August 31,
2005. The McMillen Options vested (or will vest) as follows: options to acquire
116,000,000 shares of Common Stock vested on August 30, 2005, and options to
acquire 116,000,000 additional shares of Common Stock will vest at the end of
each of the first, second, third and fourth calendar quarters following said
date.
Each Director of the Company, except Mr. McMillen, will receive $20,000 in
annual compensation for their services on the Board, of which $5,000 will be
paid each calendar quarter. Each Director of the Company will be reimbursed for
reasonable expenses incurred in connection with their service on the Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits - None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: January 5, 2006 CELERITY SYSTEMS, INC.
By: /s/ C. Thomas McMillen
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Name: C. Thomas McMillen
Title: President and Chief Executive Officer
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