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
February 8, 2006
Homeland Security Capital Corporation
(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
Celerity Systems, Inc.
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 8, 2006 the Company entered into a Series A Convertible Preferred
Stock Purchase Agreement (the "Purchase Agreement") with Nexus Technologies
Group, Inc. ("Nexus"). Pursuant to the Purchase Agreement, the Company purchased
3,400,000 shares of Nexus Series A Convertible Preferred Stock (the "Preferred
Shares") for an aggregate purchase price of $3,400,000 (the "Offering"). The
Company also committed to purchase an additional 6,400,000 Preferred Shares, in
one or more transactions, at a purchase price of $1.00 per share at any time
prior to February 8, 2008.
Each Preferred Share will accrue dividends cumulatively at the rate of eight
percent (8%) per annum and is convertible into one (1) share of the Nexus common
stock at any time by the Company at a conversion price of $1.00 per share,
subject to adjustment for stock dividends, stock splits, and similar events.
Each Preferred Share will be entitled to one vote as if converted into Nexus
common stock. The holders of the outstanding Preferred Shares, as a class, will
have the right to elect a majority of the board of directors of Nexus. Each
Preferred Share will have a liquidation preference of $1.00 per share plus any
accrued and unpaid dividends.
Immediately following the Merger (described below) and the Offering, the Company
will control 82.1% of the voting power of Nexus.
The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the actual terms of the Purchase Agreement, a copy of which is
attached hereto as Exhibit 10.2 and is incorporated by reference herein in its
entirety.
ITEM 2.01. COMPLETION OF ACQUISITION.
On February 8, 2006, Nexus, a subsidiary of the Company, completed its
acquisition of Corporate Security Solutions, Inc., a Pennsylvania corporation
("CSS") pursuant to the terms of an Agreement and Plan of Merger (the
"Agreement"), dated February 8, 2006, by and among Nexus Technologies Group,
Inc., Corporate Security Solutions, Inc., CSS Acquisition, Inc. and certain
other persons named therein.
Pursuant to the Merger Agreement, CSS merged with and into CSS Acquisition,
Inc., a wholly owned subsidiary of Nexus, (the "Merger") with CSS Acquisition
the surviving the Merger. The stockholders of CSS will receive an aggregate of
3,675,000 shares of Nexus common stock in exchange for all of the issued and
outstanding CSS common stock. Of these shares, 3,000,000 are deemed restricted
stock and are subject to vesting and performance provisions.
The Agreement contains representations and warranties the parties made to each
other as of specific dates. The assertions embodied in those representations and
warranties were made solely for purposes of the contract between the parties to
the Agreement and may be subject to important qualifications and limitations
agreed by the parties in connection with negotiating its terms. Moreover,
certain representations and warranties may not be accurate or complete as of any
specified date because they are subject to a contractual standard of materiality
different from those generally applicable to shareholders or were used for the
purpose of allocating risk between the parties rather than establishing matters
as facts. For the foregoing reasons, you should not rely on the representations
and warranties as statements of factual information.
The foregoing description of the Agreement is qualified in its entirety by
reference to the actual terms of the Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated by reference herein in its entirety.
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ITEM 8.01. OTHER EVENTS.
On February 8, 2006, the Company issued a press release attached to this Current
Report on Form 8-K as Exhibit 99.1 which relates to the Merger and is hereby
incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Included in this filing are the audited financial statements of Corporate
Security Solutions, Inc. for its fiscal years ended December 31, 2004 and 2003.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not being filed
herewith. To the extent information is required by this item, they will be filed
with the Commission by amendment as soon as practicable, but no later than 71
days after the date on which this Current Report on Form 8-K is required to be
filed.
(c) Exhibits:
10.1 Agreement and Plan of Merger, dated February 8, 2006, by and among Nexus
Technologies Group, Inc., Corporate Security Solutions, Inc., CSS Acquisition,
Inc. and certain other persons named therein.
10.2 Securities Purchase Agreement, dated February 8, 2006, among Homeland
Security Capital Corporation and Nexus Technologies Group, Inc.
99.1 Press Release, dated February 8, 2006, announcing the acquisition of Nexus.
99.2 Financial Statements listed in Item 9.01(a) above.
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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: February 13, 2006 HOMELAND SECURITY CAPITAL CORPORATION
By: /s/ C. Thomas McMillen
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Name: C. Thomas McMillen
Title: President and Chief
Executive Officer
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