As of October 24, 2005, Celerity Systems, Inc. (CESY) had 4,390,579,206 common shares outstanding. Also outstanding were 1,000,000 preferred shares, which are convertible into 1,000,000,000 shares of common stock when the company emerges from is status as a Business Development Company as defined under Section 54 of the Investment Company Act of 1940.
The company is currently authorized to issue five billion shares of common stock. It is asking its shareholders to approve the increase in the number of authorized common shares to twenty billion.
Tom McMillen owns 1,366,000,000 shares of the company’s common stock, equal to a 31.11% interest in the company. According to the proxy materials, McMillen purchased 1,250,000,000 of these shares directly from Cornell Capital Partners LLC in August 2005. According to the Schedule 13D filed on September 1, 2005, the purchase price was $2.5 million, or $.002 per share. McMillen paid for the shares with a secured promissory note with a maturity date of March 1, 2007. The other 116,000,000 shares relate to options that were granted to McMillen at a strike price of $.0008 per share. It is unclear from the proxy materials – or I simply may have missed it – if these options have been exercised.
Cornell Capital Partners LLC , which also holds the Series F Preferred Shares, owns 800,000,000 common shares, equal to a 18.22% interest in the company.
The company is also asking its shareholders to change the name of the company to Homeland Security Capital Corporation.
Schedule 13D:
sec.gov
Proxy materials:
sec.gov |
