Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MdwEdpICsk6425qeHAdW0Sf3z8n+D7K9vLmVl4yKEm18DZiXqeqj/p8+AdEXwXJk roUrMGrqSyt8aHdPdtjuIg== /in/edgar/work/20000629/0000905729-00-000269/0000905729-00-000269.txt : 20000920 0000905729-00-000269.hdr.sgml : 20000920 ACCESSION NUMBER: 0000905729-00-000269 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000629 GROUP MEMBERS: EDWARD A. KIDSTON GROUP MEMBERS: JOHN P. KIDSTON GROUP MEMBERS: KEXON INC. GROUP MEMBERS: KIDSTON FAMILY COMPANIES LLC GROUP MEMBERS: KIDSTON FAMILY COMPANIES, LLC GROUP MEMBERS: ROBERT B. KIDSTON, JR. GROUP MEMBERS: WILLIAM S. KIDSTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELERITY SYSTEMS INC CENTRAL INDEX KEY: 0001006459 STANDARD INDUSTRIAL CLASSIFICATION: [5045 ] IRS NUMBER: 522050585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52573 FILM NUMBER: 665189 BUSINESS ADDRESS: STREET 1: 122 PERIMETER PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37922 BUSINESS PHONE: 8655395300 MAIL ADDRESS: STREET 1: 122 PERIMETER PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37922 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIDSTON FAMILY COMPANIES LLC CENTRAL INDEX KEY: 0001117419 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE KEXON DRIVE CITY: PIONEER STATE: OH ZIP: 43554 BUSINESS PHONE: 4197372352 MAIL ADDRESS: STREET 1: ONE KEXON DRIVE CITY: PIONEER STATE: OH ZIP: 43554 SC 13D 1 0001.htm Schedule 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
(Amendment No. ___)¹

CELERITY SYSTEMS, INC.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

15100R 10 7
(CUSIP Number)

Jeffrey A. Ott
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, NW
Grand Rapids, Michigan 49503-2487
(616) 752-2000
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 19, 2000
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

(continued on following pages)

(Page 1 of 15 Pages)

CUSIP No. 15100R 10 7

13D

Page 2 of 15 Pages

(1)

Name of Reporting Person:

Kidston Family Companies, LLC

(2)	Check the Appropriate Box	(a) [x]
	if a Member of a Group:	(b) [ ]

(3)	SEC Use Only:

(4)

Source of Funds

(5)	Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
	or 2(e):	[ ]

(6)	Citizenship or Place of Organization: Ohio

Number of Shares	(7)	Sole Voting Power:	1,500,000
Beneficially Owned	(8)	Shared Voting Power:	0
By Reporting Person	(9)	Sole Dispositive Power:	1,500,000
With	(10)	Shared Dispositive Power:	0

(11)	Aggregate Amount Beneficially Owned by Reporting Person: 1,500,000

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[ ]

(13)	Percent of Class Represented by Amount in Row (11): 13.8%

(14)

Type of Reporting Person:

CUSIP No. 15100R 10 7

13D

Page 3 of 15 Pages

(1)

Name of Reporting Person:

Kexon Inc.

(2)	Check the Appropriate Box	(a) [x]
	if a Member of a Group:	(b) [ ]

(3)	SEC Use Only:

(4)

Source of Funds

(5)	Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
	or 2(e):	[ ]

(6)	Citizenship or Place of Organization: Ohio

Number of Shares	(7)	Sole Voting Power:	30,000
Beneficially Owned	(8)	Shared Voting Power:	0
By Reporting Person	(9)	Sole Dispositive Power:	30,000
With	(10)	Shared Dispositive Power:	0

(11)	Aggregate Amount Beneficially Owned by Reporting Person: 30,000

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[ ]

(13)	Percent of Class Represented by Amount in Row (11): 0.3%

(14)

Type of Reporting Person:

CUSIP No. 15100R 10 7

13D

Page 4 of 15 Pages

(1)

Name of Reporting Person:

Edward A. Kidston

(2)	Check the Appropriate Box	(a) [x]
	if a Member of a Group:	(b) [ ]

(3)	SEC Use Only:

(4)

Source of Funds

(5)	Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
	or 2(e):	[ ]

(6)	Citizenship or Place of Organization: United States of America

Number of Shares	(7)	Sole Voting Power:	8,975
Beneficially Owned	(8)	Shared Voting Power:	1,608,881	*
By Reporting Person	(9)	Sole Dispositive Power:	8,975
With	(10)	Shared Dispositive Power:	1,608,881	*

(11)	Aggregate Amount Beneficially Owned by Reporting Person: 1,617,856*

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[ ]

(13)	Percent of Class Represented by Amount in Row (11): 14.8%

(14)

Type of Reporting Person:

*Includes (i) 1,500,000 shares held by Kidston Family Companies, LLC, of which Edward A. Kidston is a member, officer and security holder; (ii) 30,000 shares held by Kexon Inc., of which Mr. Kidston is a director, officer and shareholder; (iii) 40,000 shares held by Mr. Kidston's wife in an individual retirement account; (iv) 29,163 shares held in custodial accounts for the benefit of Mr. Kidston's three children who reside in Mr. Kidston's household; (v) 6,218 shares held in a custodial account for the benefit of Mr. Kidston's nephew; and (vi) 3,500 shares are owned by Mr. Kidston's brother John P. Kidston.

CUSIP No. 15100R 10 7

13D

Page 5 of 15 Pages

(1)

Name of Reporting Person:

Robert B. Kidston, Jr.

(2)	Check the Appropriate Box	(a) [x]
	if a Member of a Group:	(b) [ ]

(3)	SEC Use Only:

(4)

Source of Funds

(5)	Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
	or 2(e):	[ ]

(6)	Citizenship or Place of Organization: United States of America

Number of Shares	(7)	Sole Voting Power:	0
Beneficially Owned	(8)	Shared Voting Power:	1,530,000	*
By Reporting Person	(9)	Sole Dispositive Power:	0
With	(10)	Shared Dispositive Power:	1,530,000	*

(11)	Aggregate Amount Beneficially Owned by Reporting Person: 1,530,000*

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[ ]

(13)	Percent of Class Represented by Amount in Row (11): 14.0%

(14)

Type of Reporting Person:

*Includes (i) 1,500,000 shares held by Kidston Family Companies, LLC, of which Robert B. Kidston, Jr. is a member, officer and security holder and (ii) 30,000 shares held by Kexon Inc., of which Mr. Kidston is a director, officer and shareholder.

CUSIP No. 15100R 10 7

13D

Page 6 of 15 Pages

(1)

Name of Reporting Person:

William S. Kidston

(2)	Check the Appropriate Box	(a) [x]
	if a Member of a Group:	(b) [ ]

(3)	SEC Use Only:

(4)

Source of Funds

(5)	Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
	or 2(e):	[ ]

(6)	Citizenship or Place of Organization: United States of America

Number of Shares	(7)	Sole Voting Power:	0
Beneficially Owned	(8)	Shared Voting Power:	1,530,000	*
By Reporting Person	(9)	Sole Dispositive Power:	0
With	(10)	Shared Dispositive Power:	1,530,000	*

(11)	Aggregate Amount Beneficially Owned by Reporting Person: 1,530,000*

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[ ]

(13)	Percent of Class Represented by Amount in Row (11): 14.0%

(14)

Type of Reporting Person:

*Includes (i) 1,500,000 shares held by Kidston Family Companies, LLC, of which William S. Kidston is a member, officer and security holder and (ii) 30,000 shares held by Kexon Inc., of which Mr. Kidston is a director, officer and shareholder.

CUSIP No. 15100R 10 7

13D

Page 7 of 15 Pages

(1)

Name of Reporting Person:

John P. Kidston

(2)	Check the Appropriate Box	(a) [x]
	if a Member of a Group:	(b) [ ]

(3)	SEC Use Only:

(4)

Source of Funds

(5)	Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
	or 2(e):	[ ]

(6)	Citizenship or Place of Organization: United States of America

Number of Shares	(7)	Sole Voting Power:	0
Beneficially Owned	(8)	Shared Voting Power:	1,533,500	*
By Reporting Person	(9)	Sole Dispositive Power:	0
With	(10)	Shared Dispositive Power:	1,533,500	*

(11)	Aggregate Amount Beneficially Owned by Reporting Person: 1,533,500*

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[ ]

(13)	Percent of Class Represented by Amount in Row (11): 14.1%

(14)

Type of Reporting Person:

*Includes (i) 1,500,000 shares held by Kidston Family Companies, LLC, of which John P. Kidston is a member, officer and security holder and (ii) 30,000 shares held by Kexon Inc., of which Mr. Kidston is a director, officer and shareholder.

Item 1.

Security and Issuer.

Name of Issuer:

Celerity Systems, Inc.

Title of Class of Equity Securities:

Common Stock, $0.001 par value

Address of Issuer's Principal Executive Offices:

			122 Perimeter Park Drive
			Knoxville, Tennessee 37922

Item 2.

Identity and Background.

Kidston Family Companies, LLC ("KFC") is an Ohio limited liability company. The address of KFC's principal business and its principal office is One Kexon Drive, Pioneer, Ohio 43554. KFC and its affiliated companies design, build and operate municipal water treatment systems and build, own and/or manage apartments, hotels, and industrial, commercial and residential buildings. During the last 5 years, neither KFC nor any of KFC's directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, KFC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in KFC or any of its directors or executive officers being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Kexon Inc. ("Kexon") is an Ohio corporation. The address of Kexon's principal business and its principal office is One Kexon Drive, Pioneer, Ohio 43554. Kexon owns and manages various parcels of real estate. During the last 5 years, neither Kexon nor any of Kexon's directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, Kexon has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Kexon or any of its directors or executive officers being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Edward A. Kidston is a businessman who is a principal shareholder, member, director and/or officer of KFC and Kexon, among other entities. His business address is One Kexon Drive, Pioneer, Ohio 43554. He is a United States citizen. During the last 5 years, Mr. Kidston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, Mr. Kidston has not been a party to a civil proceeding of a judicial or administrative body

of competent jurisdiction which resulted in him being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Robert B. Kidston, Jr. is a businessman who is a principal shareholder, member, director and/or officer of KFC and Kexon, among other entities. His business address is One Kexon Drive, Pioneer, Ohio 43554. He is a United States citizen. During the last 5 years, Mr. Kidston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, Mr. Kidston has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

William S. Kidston is a businessman who is a principal shareholder, member, director and/or officer of KFC and Kexon, among other entities. His business address is One Kexon Drive, Pioneer, Ohio 43554. He is a United States citizen. During the last 5 years, Mr. Kidston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, Mr. Kidston has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

John P. Kidston is a businessman who is a principal shareholder, member, director and/or officer of KFC and Kexon, among other entities. His business address is One Kexon Drive, Pioneer, Ohio 43554. He is a United States citizen. During the last 5 years, Mr. Kidston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, Mr. Kidston has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds and Other Consideration.

This Schedule 13D reports information concerning a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The group consists of KFC, Kexon, Edward A. Kidston, Robert B. Kidston, Jr., William S. Kidston, and John P. Kidston (collectively, the "Shareholders").

On June 19, 2000, KFC acquired 1,500,000 shares of common stock, $0.001 par value ("Common Stock"), of Celerity Systems, Inc., a Delaware corporation ("Celerity Systems"). KFC acquired the funds to purchase such shares of Common Stock pursuant to a loan evidenced by a promissory note issued by KFC to First Federal Bank of the Midwest in the principal amount of $1,350,000. A copy of this promissory note is attached as Exhibit 99.1 to this Schedule 13D. The

1,500,000 shares of Common Stock were purchased by KFC directly from Celerity Systems and not in the open market.

Immediately prior to the purchase of the 1,500,000 shares of Celerity Systems Common Stock by KFC described above, the Shareholders and/or members of their immediate families beneficially owned an aggregate total of 117,856 shares of Celerity Systems Common Stock.

Item 4.

Purpose of Transaction.

The Shareholders acquired and own their shares of Celerity Systems Common Stock for investment purposes.

KFC borrowed $1,350,000 in order to purchase the 1,500,000 shares of Celerity Systems Common Stock, as described above. The Shareholders may sell certain of the shares of Celerity Systems Common Stock in the future to repay borrowings or for other reasons.

Other than as described in the preceding paragraph, none of the Shareholders presently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Celerity Systems or the disposition of securities of Celerity Systems; (b) an extraordinary corporation transaction, such as a merger, reorganization, or liquidation, involving Celerity Systems or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Celerity Systems or any of its subsidiaries; (d) any change in the present board of directors or management of Celerity Systems, including any plans or proposals to change the term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Celerity Systems; (f) any material change in Celerity Systems' business or corporate structure: (g) changes in Celerity Systems' charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of Celerity Systems by any person; (h) causing a class of securities of Celerity Systems to be delisted from a national securities exchange or to cease to be authorized or quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of Celerity Systems becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any actions similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a) KFC beneficially owns 1,500,000 shares of the Common Stock of Celerity Systems, constituting approximately 13.8% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000.

Kexon beneficially owns 30,000 shares of the Common Stock of Celerity Systems, constituting approximately 0.3% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000.

Edward A. Kidston may be deemed to beneficially own 1,617,856 shares of the Common Stock of Celerity Systems, constituting approximately 14.8% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000. Of this amount, (i) 1,500,000 shares are held by KFC, of which Edward A. Kidston is a member, officer and security holder; (ii) 30,000 shares are held by Kexon, of which Mr. Kidston is a director, officer and shareholder; (iii) 40,000 shares are held by Mr. Kidston's wife in an individual retirement account; (iv) 29,163 shares are held in custodial accounts for the benefit of Mr. Kidston's three children who reside in Mr. Kidston's household; (v) 6,218 shares are held in a custodial account for the benefit of Mr. Kidston's nephew; and (vi) 3,500 shares are owned by Mr. Kidston's brother John P. Kidston.

Robert B. Kidston, Jr. may be deemed to beneficially own 1,530,000 shares of the Common Stock of Celerity Systems, constituting approximately 14.0% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000. Of this amount, 1,500,000 shares are held by KFC, of which Robert B. Kidston, Jr. is a member, officer and security holder and (ii) 30,000 shares are held by Kexon, of which Mr. Kidston is a director, officer and shareholder.

William S. Kidston may be deemed to beneficially own 1,530,000 shares of the Common Stock of Celerity Systems, constituting approximately 14.0% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000. Of this amount, 1,500,000 shares are held by KFC, of which William S. Kidston, Jr. is a member, officer and security holder and (ii) 30,000 shares are held by Kexon, of which Mr. Kidston is a director, officer and shareholder.

John P. Kidston may be deemed to beneficially own 1,533,500 shares of the Common Stock of Celerity Systems, constituting approximately 14.1% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000. Of this amount, 1,500,000 shares are held by KFC, of which John P. Kidston, Jr. is a member, officer and security holder and (ii) 30,000 shares are held by Kexon, of which Mr. Kidston is a director, officer and shareholder.

Collectively, the Shareholders may be deemed to beneficially own 1,617,856 shares of the Common Stock of Celerity Systems, constituting approximately 14.8% of the issued and outstanding shares of Celerity Systems Common Stock based on the number of outstanding shares as of June 19, 2000.

The percentages set forth above were calculated with reference to a total of 10,894,808 shares of Celerity Systems Common Stock outstanding as of June 19, 2000. The Shareholders calculated this number as follows. Celerity Systems reported in its most recent Form 10-Q that there were 9,394,808 shares of Common Stock outstanding as of May 9, 2000. On June 19, 2000, KFC purchased 1,500,000 shares of Common Stock from Celerity Systems. These figures result in an

estimated total of 10,894,808 shares of Common Stock of Celerity Systems outstanding as of June 19, 2000.

(b) KFC has sole voting and dispositive power over 1,500,000 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 0 shares of Common Stock of Celerity Systems.

Kexon has sole voting and dispositive power over 30,000 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 0 shares of Common Stock of Celerity Systems.

Edward A. Kidston has sole voting and dispositive power over 8,975 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 1,608,881 shares of Common Stock of Celerity Systems. The amount of Common Stock over which Mr. Kidston may be deemed to have shared voting and dispositive power includes (i) 1,500,000 shares held by KFC, of which Mr. Kidston is a member, officer and security holder; (ii) 30,000 shares held by Kexon, of which Mr. Kidston is a director, officer and shareholder; (iii) 40,000 shares held by Mr. Kidston's wife in an individual retirement account; (iv) 29,163 shares held in custodial accounts for the benefit of Mr. Kidston's three children who reside in Mr. Kidston's household; (v) 6,218 shares held in a custodial account for the benefit of Mr. Kidston's nephew; and (vi) 3,500 shares owned by Mr. Kidston's brother John P. Kidston.

Robert B. Kidston, Jr. has sole voting and dispositive power over 0 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 1,530,000 shares of Common Stock of Celerity Systems. The amount of Common Stock over which Mr. Kidston may be deemed to have shared voting and dispositive power includes (i) 1,500,000 shares held by KFC, of which Mr. Kidston is a member, officer and security holder and (ii) 30,000 shares held by Kexon, of which Mr. Kidston is a director, officer and shareholder.

William S. Kidston has sole voting and dispositive power over 0 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 1,530,000 shares of Common Stock of Celerity Systems. The amount of Common Stock over which Mr. Kidston may be deemed to have shared voting and dispositive power consists of (i) 1,500,000 shares held by KFC, of which Mr. Kidston is a member, officer and security holder and (ii) 30,000 shares held by Kexon, of which Mr. Kidston is a director, officer and shareholder.

John P. Kidston has sole voting and dispositive power over 0 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 1,533,500 shares of Common Stock of Celerity Systems. The amount of Common Stock over which Mr. Kidston may be deemed to have shared voting and dispositive power includes (i) 1,500,000 shares held by KFC, of which Mr. Kidston is a member, officer and security holder and (ii) 30,000 shares held by Kexon, of which Mr. Kidston is a director, officer and shareholder.

The Shareholders collectively have sole voting and dispositive power over 1,538,975 shares of Common Stock of Celerity Systems and shared voting and dispositive power over 78,881 shares of Common Stock of Celerity Systems.

(c) In the sixty (60) days prior to the date of this report, the Shareholders engaged in the following transactions with respect to Common Stock of Celerity Systems:

Shareholder	Type of Transaction	Date	Amount of Common Stock Involved	Price Per Share	Where and How the Transaction was Effected

KFC	Purchase	6/19/00	1,500,000 shares	$0.68	Purchase of Common Stock from Celerity Systems

Edward A. Kidston	Purchase	6/16/00	1,100 shares	$1.68	Purchase of Common Stock through brokerage account

KFC	Transfer	6/13/00	30,862 shares	Not applicable	Transferred in connection with sale of subsidiary

Kexon	Purchase	5/31/00	5,000 shares	$1.26	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/30/00	4,000 shares	$1.31	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/30/00	3,000 shares	$1.31	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/30/00	2,000 shares	$1.30	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/26/00	1,000 shares	$1.16	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/26/00	1,000 shares	$1.37	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/26/00	4,000 shares	$1.25	Purchase of Common Stock through brokerage account

Kexon	Purchase	5/24/00	10,000 shares	$1.40	Purchase of Common Stock through brokerage account

KFC	Purchase	5/4/00	6,035 shares	$1.38	Purchase of Common Stock through brokerage account

KFC	Purchase	5/3/00	3,000 shares	$1.34	Purchase of Common Stock through brokerage account

(d) Ann L. Kidston, wife of Edward A. Kidston, has the power to direct the receipt of dividends and the proceeds of a sale of shares with respect to 40,000 shares of Common Stock reported as beneficially owned by Edward A. Kidston. These shares are held in Mrs. Kidston's individual retirement account. Edward A. Kidston has the power to direct the receipt of dividends and the proceeds of a sale of shares with respect to 29,163 shares of Common Stock reported as

beneficially owned by Edward A. Kidston. These shares are held in custodial accounts for the benefit of Edward A. Kidston's three children who reside in Mr. Kidston's household. Edward A. Kidston also has the power to direct the receipt of dividends and the proceeds of a sale of shares with respect to 6,218 shares of Common Stock reported as beneficially owned by Edward A. Kidston. These shares are held in a custodial account for the benefit of Edward A. Kidston's nephew. Furthermore, Mr. Kidston has the power to direct the receipt of dividends and the proceeds of sale of shares with respect to 3,500 shares of Common Stock reported as beneficially owned by Edward A. Kidston. These shares are owned by John P. Kidston.

(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

	See the discussion included in Item 4, which is here incorporated by reference.

Item 7.	Material to be Filed as Exhibits.

	99.1	Promissory Note

	99.2	Joint Filing Agreement

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated:	June 29, 2000	KIDSTON FAMILY COMPANIES, LLC

		By: /s/Edward A. Kidston

			Its: President


Dated:	June 29, 2000	KEXON, INC.

		By: /s/Edward A. Kidston

			Its: President


Dated:	June 29, 2000	/s/Edward A. Kidston
		Edward A. Kidston


Dated:	June 29, 2000	/s/Robert B. Kidston, Jr.
		Robert B. Kidston, Jr.


Dated:	June 29, 2000	/s/William S. Kidston
		William S. Kidston


Dated:	June 29, 2000	/s/John P. Kidston
		John P. Kidston

EX-99 2 0002.htm PROMISSORY NOTE

EXHIBIT 99.1

PROMISSORY NOTE

Principal $1,350,000.00	Loan Date 06-06-2000	Maturity 06-06-2002	Loan No. 661071356	Call	Collateral	Account	Officer 120	Initials
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text limitations.

Borrower:

Kidston Family Companies, LTD, an Ohio Limited
Liability Company
One Kexon Drive
Pioneer, OH 43554

Lender:

First Federal Bank of Midwest
601 Clinton St.
PO Box 248
Defiance, OH 43512

Principal Amount: $1,350,000.00

Initial Rate: 9.500%

Date of Note: June 6, 2000

PROMISE TO PAY. Kidston Family Companies, LTD, an Ohio Limited Liability Company ("Borrower") promises to pay to First Federal Bank of the Midwest ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million Three Hundred Fifty Thousand & 00/100 Dollars ($1,350,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on June 6, 2002. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 6, 2000, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the THE WALL STREET JOURNAL PRIME INTEREST RATE (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each DAY. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 9.500% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate equal to the Index, resulting in an initial rate of 9.500% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understand that Lender is entitled to a minimum interest charge of $50.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount me be mailed or delivered to: First Federal Bank of Midwest, 601 Clinton St., PO Box 248, Defiance, OH 43512.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $100.00, whichever is less.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on the Note to 2.000 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Death or Insolvency. The dissolution (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.

Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

Insecurity. Lender in good faith believes itself insecure.

Cure Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect the loan if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate an automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Ohio. This Note has been accepted by Lender in the State of Ohio.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record and to confess judgment against Borrower for the unpaid amount of this Note as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Note have been paid in full. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on behalf of Borrower in confessing

PROMISSORY NOTE
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judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.

COLLATERAL. Borrower acknowledges this Note is secured by a Mortgage and Assignment of Rents and Leases dated June 6, 2000 granted by Kidston Family Companies, Ltd. on real estate located at Laser Addition, 103 Church, 100 North Ave., 300 W. Lynn, 202 Hanes, 100 S. Third St., 119 Baubice, 400 Pioneer, 50 Industrial Drive, 100 W. Michigan, Pioneer, OH 43543, 13.02 Acres, Section 22, Lot, Section 16, 75 Acres, Section 20, 58.624 Acres, Section 16, Madison Township, OH, and 510 Ohio Street, Montpelier, OH; Mortgage and Assignment of Rents and Leases dated June 6, 2000 granted by Stateline Investors, Inc. on real estate located at 325 N. Monroe, 401 S. Jonesville, 411 S. Jonesville, 310 S. Jonesville, 410 Platt, 416 S. Pleasant, 202 N. Pleasant and 125 W. Lawrence, Montpelier, OH and 1909 Allgate, Ft. Wayne, IN; Commercial Security Agreement dated June 6, 2000 granted by Artesian of Pioneer, Inc. and UCC Financing Statements on All Business Assets; Guaranties of Edward Kidston, Stateline Investors, Inc., Artesian of Pioneer, Inc., and Peak Demand Consultants, Ltd. dated June 6, 2000, all the terms and conditions of which are hereby incorporated and made a part of this Note.

LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable to all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and Lender's successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note, Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing any or its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THIS NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

NOTICE: FOR THIS NOTICE "YOU" MEANS THE BORROWER AND "CREDITOR" AND "HIS" MEANS LENDER.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

BORROWER:

KIDSTON FAMILY COMPANIES, LTD, AND OHIO LIMITED LIABILITY COMPANY

By: /s/ Edward Kidston
Edward Kidston, President of Kidston Family
Companies, LTD, an Ohio Limited Company

EX-99 3 0003.htm Exhibit 99.2 to Schedule 13D

EXHIBIT 99.2

JOINT FILING AGREEMENT

The undersigned hereby agrees with the individuals and/or entities listed below to file a single, joint Statement on Schedule 13D pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934 (the "Schedule 13D") with respect to the Common Stock of Celerity Systems, Inc. (the "Company") beneficially owned by each such individual and/or entity and that such Schedule 13D is filed on behalf of each and all of the undersigned and such other individuals and/or entities:

	Kidston Family Companies, LLC
	Kexon Inc.
	Edward A. Kidston
	Robert B. Kidston, Jr.
	William S. Kidston
	John P. Kidston

The undersigned represents that the undersigned is eligible to file a Statement on Schedule 13D. The undersigned further agrees that the undersigned shall be responsible for the timely filing of such Schedule 13D and any amendments thereto, and the accuracy and completeness of the information concerning the undersigned contained in the Schedule 13D.

This Agreement shall remain in effect until revoked in writing by the undersigned.

Date: June 27, 2000	KIDSTON FAMILY COMPANIES, LLC By /s/Edward A. Kidston Its President


Date: June 27, 2000	KEXON INC. By /s/Edward A. Kidston Its President


Date: June 27, 2000	/s/Edward A. Kidston EDWARD A. KIDSTON

Date: June 27, 2000	/s/Robert B. Kidston, Jr. ROBERT B. KIDSTON, JR.


Date: June 27, 2000	/s/William S. Kidston WILLIAM S. KIDSTON


Date: June 27, 2000	/s/John P. Kidston JOHN P. KIDSTON

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