Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Celerity Systems, Inc. The annual meeting will be held on Wednesday, July 25,
2001, at the Company's offices located at 122 Perimeter Park Drive, Knoxville,
Tennessee 37922, at 10:00 a.m., local time.
Your vote is important and I urge you to vote your shares by proxy,
whether or not you plan to attend the meeting. After you read this proxy
statement, please indicate on the proxy card the manner in which you want to
have your shares voted. Then date, sign and mail the proxy card in the
postage-paid envelope that is provided. If you sign and return your proxy card
without indicating your choices, it will be understood that you wish to have
your shares voted in accordance with the recommendations of the Company's Board
of Directors.
We hope to see you at the meeting.
Sincerely,
Kenneth D. Van Meter
Chief Executive Officer, President and
Chairman of the Board of Directors
June 28, 2001
<PAGE>
CELERITY SYSTEMS, INC.
122 Perimeter Park Drive
Knoxville, Tennessee 37922
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"ANNUAL MEETING") of Celerity Systems, Inc. (the "COMPANY") will be held on
Wednesday, July 25, 2001, at the Company's offices located at 122 Perimeter Park
Drive, Knoxville, Tennessee 37922, at 10:00 a.m., local time, for the following
purposes, as more fully described in the attached Proxy Statement:
1. To elect five directors, each until the next annual meeting of
the Company's shareholders or until their successors are duly elected and
qualified;
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the authorized common stock to 250,000,000 shares; and
3. To consider any other matters that may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 27, 2001,
as the record date for determining the shareholders entitled to notice of and to
vote at the Annual Meeting or at any adjournment thereof. A complete list of the
shareholders entitled to vote at the Annual Meeting will be open for examination
by any shareholder during ordinary business hours for a period of ten days prior
to the Annual Meeting at the Company's offices located at 122 Perimeter Park
Drive, Knoxville, Tennessee 37922.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
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