Celerity Systems and FutureTrak Sign Definitive Agreement To
Merge
KNOXVILLE, Tenn. and POMPANO BEACH, Fla.--(BUSINESS
WIRE)--Aug. 11,
1999--Celerity Systems, Inc. (Nasdaq:CLRT - news) and
FutureTrak
International, Inc. (OTC BB:FTRK - news) today jointly
announced that
the Companies have signed a definitive merger agreement.
Under the agreement, each outstanding share of FutureTrak
common stock
will be exchanged for one share of Celerity common stock, and
FutureTrak
will become a wholly owned subsidiary of Celerity. This merger
is
subject to, among other matters, approval by the shareholders of
both
Companies, and to completion of disclosure schedules and other
''due
diligence'. The principal shareholders of Futuretrak, who own a
majority of its common stock, have agreed to vote in favor of the
merger.
Following the merger, Celerity is expected to change its name to
FutureTrak Systems, Inc., and a new stock symbol will be
selected.
Dr. Ahmad Moradi, now CEO and Director of FTRK, will be
CEO and
Co-Chairman of the parent company following the merger; Kenneth
Van
Meter, now CEO, Chairman and President of CLRT, will be
President and
Co-Chairman; Robert Kelner, COO of FTRK, will be COO; and
Stephen
Remondini, President and Chairman of FTRK, will serve as Chief
Strategic
Advisor and develop International Operations.
The Board of Directors of the new Company is planned to have
seven
members initially, two from each of CLRT and FTRK, and three
outside
board members. The executive team is currently evaluating
potential
outside board members.
Dr. Ahmad Moradi stated, ''We continue to receive a tremendous
reception
to our combined strategy, including at our recent exhibition
together at
SBCA '99 in Las Vegas. We are convinced that this merger
represents a
great opportunity for us to capitalize on prevailing and dynamic
industry trends, most notably the digital convergence of Direct
Broadcast Satellite entertainment, high speed Internet, broadband
interactive services, home energy and security management, and
e-Commerce. United, CLRT and FTRK intend to emerge as a
leader in
providing these converged technologies and products to our key
target
markets, especially the multi-housing (MDU) market. Together, we
believe
we have the talent, the experience, the technologies, and the
strategic
relationships to make it happen'.
Kenneth Van Meter added, ''We also see potentially profitable and
rapidly growing applications in our other niche markets, including
energy companies, telcos, cable companies, hospitals and assisted
care,
hospitality and retailing, but our primary focus will be the MDU
industry. Our management teams have, from the first, shared a
common
vision--to effect a paradigm shift in the way people conduct their
daily
lives. By providing convenience, a user-friendly platform, and cost
savings, we believe consumers and businesses alike will eagerly
accept
our menu of products and services. This merger is the key first
step--to
create a structurally sound company with great potential for growth
and
profitability.'
About Celerity Systems, Inc.
Celerity Systems is a leading provider of digital video servers and
digital set top boxes for the interactive video and high speed
Internet
markets, with seventeen deployments around the world. Celerity
also can
provide end-to-end systems through strategic relationships with
Innovacom, Fore Systems, Minerva Systems, Nortel, Cisco, and
Battelle
Laboratories.
About FutureTrak International, Inc.
FutureTrak International is a provider of integrated entertainment
and
information products and services concentrating primarily on the
multi-housing and mobile markets in the US and internationally.
FTRK
provides digital satellite television, Internet access, DTN weather
and
stock services, and interactive and Web content to its subscribers.
------------------------------------------------------------------------
Contact:
Continental Capital & Equity Corporation,
Longwood, Fla.
Ms. Dodi Zirkle, 407/682-2001
Fax: 407/682-2544
Email: dodi@insidewallstreet.com
or
FutureTrak International, Inc., Pompano Beach
Mr. Stephen Remondini, 954/971-2244
Fax: 954/971-2228
Web: www.futuretrak.com
or
Celerity Systems, Inc., Knoxville
Phone: 423/539-3513
Fax: 423/539-3502
Web: www.celerity.com |
