<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-37197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTERBURY INFORMATION TECHNOLOGY, INC.
(Formerly known as Canterbury Corporate Services, Inc.)
(Exact name of Registrant as specified in its charter)
Pennsylvania 829 23-2170505
(State of Incorporation) (Primary Standard Industrial (I.R.S Employer
Classification Code No.) Identification Number)
1600 Medford Plaza, Route 70 & Hartford Road
Medford, New Jersey 08055
(Address of principal place of business or intended principal place of business)
Stanton M. Pikus, President
CANTERBURY INFORMATION TECHNOLOGY, INC.
1600 Medford Plaza, Route 70 & Hartford Road
Medford, New Jersey 08055
(609) 953-0044
(Name, address, including zip code, and telephone number)
including area code, of agent for service)
Copy to:
William N. Levy, Esq.
LEVY & LEVY, P.A.
Suite 309, Plaza 1000, Main Street
Voorhees, New Jersey 08043
(609) 751-9494
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended, check the following box: X
CALCULATION OF REGISTRATION FEE
===============================
Title of Offering Amount Proposed Proposed Registration
Each to be Registered Maximum Offering Maximum Aggregate Fee (4)
Class of (1)(2)(3) Price per Share Offering Price
Securities (1) (1) (2) (3)
to be
Registered
- -----------------------------------------------------------------------------
Common Stock, 3,485,500 $1.125 $3,921,188 $1,352
$.001 par value
- -----------------------------------------------------------------------------
Total Registration Fee . . . . . . . . . . . . . . . . . . . . . . . $1,352
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
Registrant's fee has been calculated based on a price of $1.125 per share,
the price as reported in National Market NASDAQ for the Registrant's common
stock on October 27, 1997.
(2) Pursuant to Rule 416, this Registration Statement also covers such
additional number of shares of Common Stock as may become issuable by reason
of anti-dilution provisions.
(3) Estimated solely for the purpose of calculating the expected conversion
for the 1,000,000 Class D Preferred Stock to Common Stock In the event that
the conversion formula results in the issuance of additional shares, this
Registration Statement includes such additional shares and the Company will
amend this Registration Statement to register the additional shares, if
required.
(4) Registrant paid $600 on October 3, 1997 when the Registrant filed the
original S-3, and therefore is paying the balance of $752 herewith.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission acting pursuant to said
Section 8(a) may determine.
<PAGE>
PROSPECTUS
3,485,500 Shares of Common Stock
($.001 Par Value)
CANTERBURY INFORMATION TECHNOLOGY, INC.
(FORMERLY CANTERBURY CORPORATE SERVICES, INC.)
This Prospectus, on behalf of Canterbury Information Technology, Inc.
(the "Company"), is to be used in connection with the offer and sale of the
underlying Common Stock of the Company's Class D Convertible Preferred Stock
by the Selling Shareholders as follows: 1,000,000(1) shares purchased in the
Private Placement at the price of $1.00 per share to purchase one share of
common stock at the exercise price of a 20% discount to the Market Price (as
such term is defined herein) (no Class D Convertible Preferred Stock has yet
been converted) and 500,000 Common Stock Purchase Warrants to purchase one
share of common stock per Warrant at the exercise price of $.98 per share
until April 21, 2002, granted to H.J. Meyers & Co., Inc., which warrants have
not been exercised. In addition, the Company intends to register the common
stock underlying various stock options granted under the Company's 1987 and
1995 Stock Incentive Plans and other stock options. Thus, the following
common stock of the Company is being registered herewith: 1,000,000 shares
underlying the Class D Convertible Preferred Stock; 500,000 shares underlying
the Warrants that were issued to H.J. Meyers & Co., Inc.; and 1,985,500 of
common stock underlying various stock options.
The Selling Shareholders' common stock may be offered from time to time
for the next 24 months through ordinary brokerage transactions in the over-
the-counter market, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. Accordingly, sales
prices and proceeds to the Selling Shareholders will depend upon price
fluctuations and the manner of sale. The Selling Shareholders have advised the
Company that no arrangements have been made with any underwriters, brokers or
dealers with respect to the offer and sale of the shares. If the shares are
sold through brokers, the Selling Shareholders will pay customary brokerage
commissions and other charges. Except for the payment of such brokerage
commissions and charges, the Company will bear all expenses in connection with
this offering which expenses are estimated to be $15,000. The Company will
not realize any proceeds from the sale of the common stock by the Selling
Shareholders. See "Selling Shareholders" and "Plan of Distribution."
The common stock of the Company is traded on the National Market System
of NASDAQ under the symbol: XCEL. On October 27, 1997, the closing price per
share of common stock as reported by NASDAQ was $1.125.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. THESE SECURITIES SHOULD BE PURCHASED ONLY BY THOSE PERSONS WHO CAN
AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. (SEE "INVESTMENT CONSIDERATIONS.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November , 1997
1 Estimated solely for the purpose of calculating the expected conversion
for the 1,000,000 Class D Preferred Stock to Common Stock. In the event
that the conversion formula results in the issuance of additional shares,
this Registration Statement includes such additional shares and the
Company will amend this Registration Statement to register the additional
shares, if required.
<PAGE>
No person has been authorized by the Company to give any information or
make any representation other than those contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of any offer to buy any security other than
the Shares of Common Stock offered by this Prospectus, or any offer to sell or
a solicitation of an offer to buy any security by any person in any
jurisdiction where such offer or solicitation would be unlawful. Neither
delivery of the Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith filed reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
filed by the Company can be inspected and copied during normal business hours
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission at Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New
York 10048. The Commission also maintains a web site at "http:\\www.sec.gov"
where such material filed electronically can be examined. Copies of such
materials may also be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933
relating to the securities offered hereby. This Prospectus is filed as part
of the Registration Statement and does not contain all of the information set
forth in the Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the Commission. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement,
including the exhibits filed as a part thereof and other documents
incorporated therein by reference. Copies of the Registration Statement and
the exhibits thereto may be inspected and copied, at prescribed rates, at the
public reference facilities maintained by the Commission at the addresses set
forth above.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission under the Exchange Act are incorporated herein by reference and
made a part hereof.
1. The Company's Annual Report on Form 10-K and amendments thereof for
the fiscal year ended:
(i) November 30, 1996
2. The Company's Quarterly Reports filed on Form 10-Q:
(i) February 28, 1997
(ii) May 31, 1997
(iii) August 31, 1997
3. The Company' s Current Reports on Form 8-K for earliest event dated:
(i) January 6, 1997
(ii) June 12, 1997
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of the offering of the
Shares, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any subsequently filed document which is also
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
A copy of the documents incorporated by reference in this Prospectus (not
including exhibits to the incorporated documents unless the documents
specifically incorporates the exhibits by reference) will be furnished without
charge to each person, including any beneficial owner, to whom this prospectus
is delivered, on the written or oral request of such person. All such
requested should be addressed to: Kevin J. McAndrew, Executive Vice
President, Canterbury Information Technology, Inc., 1600 Medford Plaza,
Route 70 & Hartford Road, Medford, New Jersey, 08055, (609) 953-0044.
<PAGE>
PROSPECTUS SUMMARY
The following summary information does not purport to be complete and is
qualified in its entirety by reference to the more detailed information and
financial statements appearing elsewhere in this Prospectus or in documents
incorporated by reference. Each prospective investor is urged to read this
Prospectus in its entirety. See "Investment Considerations".
The Company
Introduction
- ------------
Canterbury Information Technology, Inc. (the "Company") is engaged in the
business of operating a computer software training company, a management
training company, a software development company and consulting company and
providing vocational training to individuals and corporations. The Company, a
software consulting and development company, is actively seeking acquisitions
of computer software consulting and training companies as well as internet and
other information technology companies.
The Company was incorporated in the Commonwealth of Pennsylvania on March 19,
1981 and qualified to do business in the State of New Jersey in April, 1985.
The Company became a reporting Company by filing and registering with the
Securities and Exchange Commission under Form S-18, which became effective on
August 20, 1986.
Prior to 1988, the Company was comprised of two segments: the vocational
school segment and the seminar segment. In November of 1988, the Company sold
its seminar segment, which represented less than 2% of the Company's revenues.
The Company was then solely a vocational school company. In November of 1992,
the Company acquired Star Label Products, Inc., a specialty printing company.
In September of 1993, the Company purchased Motivational Systems, Inc., a
management training company. In November of 1993, the Company acquired
Landscape Maintenance Services, Inc., a landscape maintenance and
construction company. In June of 1994, the Company acquired Computer
Applications Learning Center (CALC), a computer software training company. In
July of 1996, the Company acquired ProSoft Training, LLC., a computer software
training company. In November of 1995, the Company sold Star Label Products,
Inc. In November of 1996, the Company sold Landscape Maintenance Services,
Inc. In April, 1997, the Company acquired ATM Technologies, Inc., a software
development Company. The Company now operates in the following business
segments: computer software training, management training, software
development and vocational training.
In conjunction with a Board of Director's resolution to concentrate future
growth within corporate business services, the Board voted to change the
Company's name to Canterbury Information Technology, Inc. on June 12, 1997.
The Company's present stock is XCEL. The Company's common stock is traded on
the NASDAQ National Market System.
Computer Software Training Segment
- ----------------------------------
In June, 1994, the Company acquired Computer Applications Learning Center
("CALC"), a New Jersey based computer software training company. Since 1983,
CALC has training corporate workers and managers at its six training centers
in New York and New Jersey and on site at Fortune 1000 corporations. CALC is
an authorized training center for the following major software providers:
Microsoft, Lotus, Borland, WordPerfect, Aldus and Apple. CALC teaches on DOS,
Windows and Macintosh platforms. CALC is authorized to provide continuing
education units ("CEU's") and is an approved sponsor of Continuing
Professional Education ("CPE") for certified public accountants in New York,
New Jersey and Pennsylvania. During 1995, the Company changed the name of
CALC to CALC/Canterbury Corp. to more appropriately reflect Canterbury's role
in the corporate training industry. In July of 1996, the Company purchased
ProSoft Training, LLC, a Charlotte, North Carolina based computer software
training company. ProSoft is also a Microsoft Solution Provider and is an
Authorized Training Center for WordPerfect, Lotus, as well as Microsoft.
After the purchase ProSoft Training, LLC became known as ProSoft/Canterbury.
Computer Software Training Segment - Future Plans
- -------------------------------------------------
CALC/Canterbury Corp. intends to expand by making acquisitions of other
computer software training companies and by: (i) increasing the number of its
training centers; (ii) increasing the number of classrooms at each current
center; (iii) entering into various national and regional training
affiliations; (iv) cross referencing its customer base with other Canterbury
training segments; (v) offering its "live" training programs to its current
customer base by interactive multimedia technologies such as CD ROM and
C.D.I.; and (vi) distributing training and other information technology
services and products through its Canterbury Training Affiliates (CTA's).
This strategy has permitted CALC/Canterbury to grow from a regional to a
national provider of training and education to corporations on a national
basis. Management's plans are subject to ongoing review and revision based on
their assessment of market conditions.
Software Development Segment
- ----------------------------
ATM/Canterbury Corp. is a software consulting and development company in
business since 1984, specializing in PC-based tracking systems.
ATM/Canterbury Corp. has a variety of vertical market software packages for
many types of companies. ATM/Canterbury Corp. also provides consultation for
custom designing software to meet the exact requirements of each client's
needs. In addition, ATM/Canterbury Corp. provides a full line of barcode
equipment, ranging from portable barcode readers, scanners, wands, lasers,
slot readers, and barcode printers to custom preprint labels and blank
barcode label stock for all the major barcode printers. ATM hopes to expand by
extending its national and international distribution channels.
Management Training Segment
- ---------------------------
MSI is a New Jersey based management and sales training company. Since 1970,
Motivational Systems has trained managers and sales professionals from many
Fortune 1000 companies. Motivational Systems conducts a wide variety of
seminars in management and team development, selling and negotiating,
interpersonal communication, executive development and organizational problem
solving. During 1995, the Company changed the name of Motivational Systems,
Inc. to MSI/Canterbury Corp. to more appropriately reflect Canterbury's
presence and role in the corporate training industry.
Management Training Segment - Future Plans
- ------------------------------------------
MSI/Canterbury Corp.'s hopes to expand by making strategic acquisitions in the
training industry, by offering MSI/Canterbury product on a national basis
through its various national training affiliations and by offering interactive,
multimedia-based training to its current customer base by accessing
technologies such as CD ROM and C.D.I. This may permit the Company to grow
from a regional to a national provider of training and education to
corporations throughout the country by utilizing various distance learning
technologies and a national distribution channel. Management's plans are
subject to ongoing review and revision based on their assessment of market
conditions.
Merger/Acquisition Program
- --------------------------
The Company is actively seeking the acquisition of profitable companies in the
information technology industry to complement and expand its major core
subsidiary, CALC/Canterbury. This will allow the Company to offer a wide
range of products and services on a national basis. Since corporations
accessing computer applications training also need computer and software
consulting, network and systems development, systems integration, Internet
development and application as well as Intranet conversions, the Company will
be able to provide a fully integrated, comprehensive approach to information
technology.
The Company's main corporate office is located at 1600 Medford Plaza, Route 70 &
Hartford Road, Medford, New Jersey, 08055, (609) 953-0044.
FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact included in this
Prospectus regarding the Company's financial position, business strategy and
plans and objectives of management of the Company for future operations, are
forward-looking statements. When used in this Prospectus, words such as
"anticipate", "believe", "estimate", "expect", "intend" and similar
expressions, as they relate to the Company or its management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of the Company's management, as well as assumptions made by and
information currently available to the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors such as those disclosed under "Risk
Factors," including but not limited to, competitive factors and pricing
pressures, changes in legal and regulatory requirements, technological change
or difficulties, product development risks, commercialization and trade
difficulties and general economic conditions. Such statements reflect the
current views of the Company with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to the
operations, results of operations, growth strategy and liquidity of the
Company. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on behalf are expressly
qualified in their entirety by this paragraph.
<PAGE>
The Offering
Underlying
Common Stock 3,485,500 shares of Common Stock underlying the Class D
Offered by Convertible Preferred (1,000,000 shares)(1) ; the
Selling Underwriter Warrants (500,000 shares); and various
Shareholders......... Company stock options (1,985,500 shares)(2).
All expenses relating to these sales will be borne by
the Company. The Selling Shareholders have not entered
into any arrangements regarding the sale of their
shares of Common Stock offered hereby. This Offering is
not being Underwritten. See "Selling Shareholders," and
"Plan of Distribution."
Use of The Company will not receive any proceeds from the sale
Proceeds............ of Common Stock from the Selling Shareholders. This
Offering is not being underwritten.
Investment The securities offered hereby involve investment
Considerations...... considerations including but not limited to: No
assurance as to future profitable operations;
Dependence on key personnel; Control by present
officers; Competition; Dependence on additional
financing in the event of restricted cash flow; No
dividends and none anticipated; Shares eligible for
future sale; Shares available for resale under Rule
144; Authorization of preferred stock; Authorization of
preferred stock and anti-takeover effect risk; Failure
to negotiate new credit agreement.
Common Stock outstanding as of the date of this
Prospectus: 16,258,2602; NASDAQ Symbol: Common Stock,
XCEL
______________________
1 Estimated solely for the purpose of calculating the expected conversion
for the 1,000,000 Class D Preferred Stock to Common Stock. In the event
that the conversion formula results in the issuance of additional shares,
this Registration Statement includes such additional shares and the
Company will amend this Registration Statement to register the additional
shares, if required.
2 Does not include shares of Common Stock issuable upon anti-dilution
clauses prior to the exercise of stock options pursuant to the Company's
1987 and 1995 Employee Stock Option Plan, and other outside stock options.
<PAGE>
RISK FACTORS
Purchase of the securities offered hereby involves a high degree of risk
and must be considered a speculative investment. An investment in the
securities is suitable only for persons of adequate means, who have no need
for liquidity in their investment, who can afford the loss of their entire
investment and who are "Institutional Investors" or who meet the accredited
investor requirements of Regulation D promulgated under the Securities Act.
Prospective investors should, prior to any purchase of Preferred Shares,
carefully consider the following risk factors, as well as the other
information contained in this Prospectus, attached hereto as Exhibits and
incorporated by reference herein.
1. No Assurance as to Future Profitable Operations.
There is no assurance that the Company will generate net income or
successfully expand its operations in the future. The Company cannot predict
with any certainty the success or failure of its operations.
2. Dependence on Key Personnel.
The Company believes that its success depends to a significant extent on
the efforts and abilities of certain of its senior management, in particular
those of Stanton M. Pikus, President and Chief Executive Officer; Kevin
McAndrew, Executive Vice President and Chief Financial Officer; and Jean
Pikus, Vice President - Operations and Secretary.
The loss of Mr. Pikus, Mr. McAndrew, Mrs. Pikus or certain other key
employees could have a material adverse affect on the Company. As such, the
Company is the beneficiary of key man life insurance policies, as follows:
Corporate Officer Amount of Policy
- -----------------------------------------------------------------------------
Stanton M. Pikus $1,000,000
Kevin J. McAndrew 1,000,000
Jean Z. Pikus 500,000
The ability of the Company to realize its business plan could be
jeopardized if any of its senior management becomes incapable of fulfilling
his or her obligations to the Company and a capable successor is not found.
There can be no assurances that such individuals will be available to replace
existing management should replacement become necessary.
3. Control by Present Officers.
Stanton M. Pikus, the Company's President and Chief Executive Officer,
owns of record and controls beneficially 9.38% of the Company's Common Stock.
Mr. Edward Koenig owns of record 2.6% of the Company's Common Stock and,
accordingly in conjunction with Mr. Pikus is in a position to substantially
influence the election of a majority of the Company's directors, and otherwise
control the Company.
4. Competition.
The computer and management training business operates in direct
competition from both larger and smaller companies. Pricing, quality and
customer satisfaction all play key roles in assuring that the existing clients
retain the services from year to year. If the corporations who use this
training product decide to downsize their training efforts, it could have and
adverse effect on future earnings in this area.
5. Dependence on Additional Financing in the Event of Restricted Cash Flow
In the event that the Company is not successful in generating cash flow
from its operations sufficient to sustain such operations, the Company may need
to secure additional financing to develop and maintain its business. There
<PAGE>
can be no assurance that additional financing, either through the sale
of equity or placement of debt, will be available on terms acceptable to the
Company.
6. No Dividends and None Anticipated.
The Company has not paid any cash dividends, nor does it contemplate or
anticipate paying any dividends upon its Common Stock in the foreseeable
future. The Company's loan agreement with the principal lender prohibits the
payment of dividends without its written consent.
7. Shares Eligible for Future Sale.
No prediction can be made as to the effect, if any, that sales of shares
of Common Stock or the availability of such shares for sale will have on the
market prices prevailing from time to time. Nevertheless, the possibility
that substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and could
impair the Company's ability to raise capital through the sale of its equity
securities.
8. Shares Available for Resale Under Rule 144.
Approximately 5,750,000 of the Company's presently outstanding shares of
Common Stock are "restricted securities" within the meaning of Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), and thus may
only be sold in compliance with an exemption from registration under the
Securities Act or pursuant to a registration statement under the Securities
Act. A sale of shares by shareholders, whether pursuant to Rule 144 or
otherwise, may have a depressing effect upon the market price of the Common
Stock. Excluding any options that could be exercised, the Company, as of the
date of this Prospectus, had issued and outstanding 16,258,260 shares of its
common stock, of which approximately 5,750,000 shares would be restricted
securities. (See "Principal Shareholders.")
9. Authorization of Preferred Stock.
The Company's Amended Certificate of Incorporation authorizes the
issuance of "blank check" preferred stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of the Company's Convertible Preferred Stock and Common
Stock. Also, the voting power and percentage of stock ownership of the
shareholders of the Company's outstanding capital stock can be substantially
diluted by such preferred stock issuance. In addition, the issuance of such
preferred stock may have the effect of rendering more difficult or
discouraging an acquisition of the Company or changes in control of the
Company.
10. Authorization of Preferred Stock and Anti-Takeover Effect Risk.
The Company's Amended Certificate of Incorporation authorizes the
issuance of "blank check" preferred stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of the Company's Capital Stock. In addition, the
issuance of such preferred stock may have the effect of rendering more
difficult or discouraging an acquisition of the Company or changes in control
of the Company. There can be no assurance that the Company will not do so in
the future. Other than the authorization of "blank check" preferred stock,
the Company does not have any other provisions in the Company's Certificate of
Incorporation, Stock Option Plans, and/or Employment Agreements which may have
an anti-takeover effect. The issuance of preferred stock with anti-takeover
provisions may discourage bidders form making offers at a premium to the
market price. In addition, the mere existence of an anti-takeover device may
have a depressive effect on the market price of the Company's stock.
<PAGE>
11. Failure to Negotiate New Credit Agreement.
The Company and its current lender, Chase Manhattan Bank ("Chase"),
instituted litigation against each other that was settled in February of 1997.
See "Legal Proceedings." As part of the settlement agreement, the Company
agreed to secure a new lending institution by December of 1997, when the
Company's Credit Agreement with Chase terminates. In the event the Company is
not able to secure a replacement lender or is unable to negotiate an extension
with Chase, the Company's operations and financial conditions will be
adversely affected. The Company has, in fact, obtained a Letter of
Commitment subject to usual contract language agreement for such financing for
a planned Closing prior to the end of December, 1997.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
from the Selling Shareholders. This Offering is not being underwritten.
THE COMPANY
Introduction
- ------------
Canterbury Information Technology, Inc., a software consulting and development
company (the "Company"), is engaged in the business of operating a computer
software training company, a management training company, a software
development company, and consulting company and providing vocational training
to individuals and corporations. The Company is actively seeking acquisitions
of computer software consulting and training companies, as well as internet
and other information technology companies.
The Company was incorporated in the Commonwealth of Pennsylvania on March 19,
1981 and qualified to do business in the State of New Jersey in April, 1985.
The Company became a reporting Company by filing and registering with the
Securities and Exchange Commission under Form S-18, which became effective on
August 20, 1986.
Prior to 1988, the Company was comprised of two segments: the vocational
school segment and the seminar segment. In November of 1988, the Company sold
its seminar segment, which represented less than 2% of the Company's revenues.
The Company was then solely a vocational school company. In November of 1992,
the Company acquired Star Label Products, Inc., a specialty printing company.
In September of 1993, the Company purchased Motivational Systems, Inc., a
management training company. In November of 1993, the Company acquired
Landscape Maintenance Services, Inc., a landscape maintenance and construction
company. In June of 1994, the Company acquired Computer Applications Learning
Center (CALC), a computer software training company. In July of 1996, the
Company acquired ProSoft Training, LLC., a computer software training company.
In November of 1995, the Company sold Star Label Products, Inc. In November
of 1996, the Company sold Landscape Maintenance Services, Inc. In April, 1997,
the Company acquired ATM Technologies, Inc., a software development company.
The Company now operates in the following business segments: computer software
training, management training, software development and vocational training.
In conjunction with a Board of Director's resolution to concentrate future
growth within corporate business services, the Board voted to change the
Company's name to Canterbury Information Technology, Inc. on June 12, 1997.
The Company's present stock is XCEL. The Company's common stock is traded on
the NASDAQ National Market System.
<PAGE>
Computer Software Training Segment
- -----------------------------------
In June, 1994, the Company acquired Computer Applications Learning Center
("CALC"), a New Jersey based computer software training company. Since 1983,
CALC has training corporate workers and managers at its six training centers
in New York and New Jersey and on site at Fortune 1000 corporations. CALC is
an authorized training center for the following major software providers:
Microsoft, Lotus, Borland, WordPerfect, Aldus and Apple. CALC teaches on DOS,
Windows and Macintosh platforms. CALC is authorized to provide continuing
education units ("CEU's") and is an approved sponsor of Continuing
Professional Education ("CPE") for certified public accountants in New York,
New Jersey and Pennsylvania. During 1995, the Company changed the name of CALC
to CALC/Canterbury Corp. to more appropriately reflect Canterbury's role in
the corporate training industry. In July of 1996, the Company purchased
ProSoft Training, LLC, a Charlotte, North Carolina based computer software
training company. ProSoft is also a Microsoft Solution Provider and is an
Authorized Training Center for WordPerfect, Lotus, as well as Microsoft.
After the purchase, ProSoft Training, LLC became known as ProSoft/Canterbury.
Computer Software Training Segment - Future Plans
- -------------------------------------------------
CALC/Canterbury Corp. intends to expand by making acquisitions of other
computer software training companies and by: (i) increasing the number of its
training centers; (ii) increasing the number of classrooms at each current
center; (iii) entering into various national and regional training
affiliations; (iv) cross referencing its customer base with other Canterbury
training segments; (v) offering its "live" training programs to its current
customer base by interactive multimedia technologies such as CD ROM and C.D.I.;
and (vi) distributing training and other information technology services and
products through its Canterbury Training Affiliates (CTA's). This strategy
has permitted CALC/Canterbury to grow from a regional to a national provider
of training and education to corporations on a national basis. Management's
plans are subject to ongoing review and revision based on their assessment of
market conditions.
Software Development Segment
- ----------------------------
ATM/Canterbury Corp. is a software consulting and development company in
business since 1984, specializing in PC-based tracking systems.
ATM/Canterbury Corp. has a variety of vertical market software packages for
many types of companies. ATM/Canterbury Corp. also provides consultation for
custom designing software to meet the exact requirements of each client's
needs. In addition, ATM/Canterbury Corp. provides a full line of barcode
equipment, ranging from portable barcode readers, scanners, wands, lasers,
slot readers, and barcode printers to custom preprint labels and blank
barcode label stock for all the major barcode printers. ATM hopes to expand
by extending its national and international distribution channels.
Management Training Segment
- ---------------------------
MSI is a New Jersey based management and sales training company. Since 1970,
Motivational Systems has trained managers and sales professionals from many
Fortune 1000 companies. Motivational Systems conducts a wide variety of
seminars in management and team development, selling and negotiating,
interpersonal communication, executive development and organizational problem
solving. During 1995, the Company changed the name of Motivational Systems,
Inc. to MSI/Canterbury Corp. to more appropriately reflect Canterbury's
presence and role in the corporate training industry.
Management Training Segment - Future Plans
- ------------------------------------------
MSI/Canterbury Corp.'s hopes to expand by making strategic acquisitions in the
training industry, by offering MSI/Canterbury product on a national basis
through its various national training affiliations and by offering interactive,
multimedia-based training to its current customer base by accessing
technologies such as CD ROM and C.D.I. This may permit the company to grow
from a regional to a national provider of training and education to
corporations throughout the country by utilizing various distance learning
technologies and a national distribution channel. Management's plans are
subject to ongoing review and revision based on their assessment of market
conditions.
Merger/Acquisition Program
- --------------------------
The Company is actively seeking the acquisition of profitable companies in the
information technology industry to complement and expand its major core
subsidiary, CALC/Canterbury. This will allow the Company to offer a wide
range of products and services on a national basis. Since corporations
accessing computer applications training also need computer and software
consulting, network and systems development, systems integration, Internet
development and application as well as Intranet conversions, the Company will
be able to provide a fully integrated, comprehensive approach to information
technology. The Company has no specific acquisition plans.
The Company's main corporate office is located at 1600 Medford Plaza, Route 70
& Hartford Road, Medford, New Jersey, 08055, (609) 953-0044.
<PAGE>
SELLING SHAREHOLDERS
The 3,485,500 Shares of Common Stock being offered hereby are held by the
Selling Shareholders listed below in the amounts indicated. A Selling
Shareholder listed below may choose not to sell all of the shares of Common
Stock owned by such Selling Shareholder in this offering. The chart below
sets forth the number of Shares to be offered for sale by each such Selling
Shareholder, which information was furnished to the Company by each such
Selling Shareholder. The chart also sets forth the amount and percentage of
outstanding Common Stock to be owned by each Selling Shareholder after
completion of the offering, assuming the sale of all shares owned by such
Selling Shareholder. Unless so indicated below, none of the Selling
Shareholders listed has held any position, office or other material
relationship with the Company in the past three years. The Selling
Shareholders have not entered into any arrangements regarding the sale of
their shares, and have informed the Company that they may sell any, all or
none during the 24 months after the date of this Prospectus. See "Plan of
Distribution".
Private Placement Shareholders. The following shareholders purchased Class D
Convertible Preferred Stock under Regulation D (Rule 506) in the summer of
1997 (at the price of $1.00 per share); and five year Warrants were issued to
H.J. Meyers and Co., Inc. exercisable at $0.98 per share.
PRIVATE PLACEMENT SHAREHOLDERS
COMMON STOCK UNDERLYING COMMON COMBINED ISSUED % OF COMBINED
NAME OWNED PRIOR STOCK REGISTERED AND UNDERLYING COMMON STOCK
TO THE HEREWITH COMMON STOCK TO TO BE OWNED
OFFERING BE OWNED AFTER AFTER THE
THE OFFERING OFFERING
- ------------------------------------------------------------------------------
American High
Growth Equities
Retirement Trust 300,000 300,0001 0 0%
Robert R. & Mary
Jean Colkitt 200,000 200,0001 0 0%
Endeavour Capital
Fund S.A. 350,000 350,0001 0 0%
Arab Commerce Bank 150,000 150,0001 0 0%
Warrants
--------
H.J.Meyers & Co.,
Inc. 500,000 500,000 0 0%
_____________________
1 This Common Stock is underlying the Preferred Stock or the Warrants as the
case may be. Estimated solely for the purpose of calculating the expected
conversion for the 1,000,000 Class D Preferred Stock to Common Stock. In the
event that the conversion formula results in the issuance of additional
shares, this Registration Statement includes such additional shares and the
Company will amend this Registration Statement to register the additional
shares, if required.
<PAGE>
Option Holders. The following stock options were issued by the Company to
the following option holders who were either officers, directors or
consultants for services performed in prior years. The Company desires to
register the underlying common stock of these options to promote more equity
stock ownership and incentive for continued future service by management and
consultants.
OPTION HOLDERS
NAME COMMON STOCK UNDERLYING COMMON COMBINED ISSUED % OF COMBINED
OWNED PRIOR STOCK REGISTERED AND UNDERLYING COMMON STOCK
TO THE HEREWITH1 COMMON STOCK TO TO BE OWNED
OFFERING BE OWNED AFTER AFTER THE
THE OFFERING(1) OFFERING(1)
- ------------------------------------------------------------------------------
Cappiello, Frank(2) 185,000 210,000 395,000 2.43%
Cardillo, Peter(3) 15 50,000 50,015 0.31%
Flax, Roger(4) 5,000 150,000 155,000 0.95%
Hulse, George(5) 0 500 500 0.003%
Kassen, Louis(6) 172,560 50,000 222,560 1.37%
Levy, William N.(7) 228,214 350,000 578,214 3.56%
Manin, Alan(8) 369,160 30,000 399,160 2.46%
McAndrew, Kevin(9) 178,909 300,000 478,909 2.95%
Okumus, Mehmet D.(10)500,000 100,000 600,000 3.69%
- -----------------------
1 It is assumed that the selling option holders will not exercise their
options until the market price substantially exceeds the exercise price,
therefore no stock will be assumed to be sold pursuant to this Offering.
2 Mr. Cappiello's exercise prices for his options range from $.75 to $2.00
per share. The option termination dates range from January 30, 2000 to
January 13, 2002.
3 Mr. Cardillo's exercise prices for his options range from $.75 to $2.75
per share. The option termination dates range from August 12, 1999 to
December 23, 2001.
4 Mr. Flax's exercise price for his options are $4.00 per share. The option
termination date is January 13, 1999.
5 Mr. Hulse's exercise price for his options is $1.437 and they terminate on
August 23, 2001.
6 Mr. Kassen's exercise price for his options is $3.125 and terminate on
January 10, 1999.
7 Mr. Levy's exercise prices for his options range from $.75 to $3.125 per
share. The option termination dates range from January 10, 1999 to January
13, 2002.
8 Mr. Manin's exercise prices for his options range from $.75 to $3.625 per
share. The option termination dates range from December 20, 1998 to January
13, 2002.
9 Mr. McAndrew's exercise prices for his options range from $.75 to $3.625
per share. The option termination dates range November 10, 1997 to October
16, 2002.
10 Mr. M. Okumus' exercise price for his options is $2.00 per share and the
options terminate on November 9, 2000.
<PAGE>
OPTION HOLDERS (Continued)
NAME COMMON STOCK UNDERLYING COMMON COMBINED ISSUED % OF COMBINED
OWNED PRIOR STOCK REGISTERED AND UNDERLYING COMMON STOCK
TO THE HEREWITH1 COMMON STOCK TO TO BE OWNED
OFFERING BE OWNED AFTER AFTER THE
THE OFFERING(1) OFFERING(1)
- ------------------------------------------------------------------------------
Okumus,
Sevket K.(11) 48,500 250,000 298,500 1.84%
Pikus, Jean(12) 109,416 120,000 229,416 1.41%
Pikus,
Stanton(13) 1,324,737 200,000 1,524,737 9.38%
Shapiro, Paul(14) 2,000 77,500 79,500 0.49%
Sobel, Howard(15) 0 20,000 20,000 0.12%
Vineberg,
Stephen(16) 25,885 77,500 103,385 0.64%
- -----------------------
11 Mr. S. Okumus' exercise price for his options is $2.00 per share and the
options terminate on November 9, 2000.
12 Ms. Pikus is the wife of Stanton M. Pikus, President of the Registrant.
Stanton M. Pikus and Jean Z. Pikus both disclaim beneficial ownership of one
another's shres. Her option exercise prices range from $.75 to $3.625 per
share. The option termination dates range from November 10, 1997 to October
16, 2002.
13 Mr. Pikus' exercise prices for his options range from $.75 to $3.625 per
share. The termination dates range from December 20, 1998 to January 13,
2002. 31,000 shares are in the name of Matthew Zane Pikus Trust. Matthew is
the son of Stanton M. Pikus.
14 Mr. Shapiro's exercise prices for his options range from $.75 to $3.125 per
share. The termination dates range from November 30, 1997 to October 16,
2002.
15 Mr. Sobel's exercise prices for his options range from $1.063 to $1.180 per
share. The termination dates range from February 5, 2002 to March 20, 2002.
16 Mr. Vineberg's exercise prices for his options range from $.75 to $3.125
per share. The termination dates range from November 30, 1997 to October 16,
2002.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders' common stock may be offered from time to time
for the next 24 months through ordinary brokerage transactions in the over-
the-counter market, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. Accordingly, sales
prices and proceeds to the Selling Shareholders will depend upon price
fluctuations and the manner of sale. The Selling Shareholders have advised
the Company that no arrangements have been made with any underwriters, brokers
or dealers with respect to the offer and sale of the shares. If the shares are
sold through brokers, the Selling Shareholders will pay customary brokerage
commissions and other charges. Except for the payment of such brokerage
commissions and charges, the Company will bear all expenses in connection with
this offering which expenses are estimated to be $15,000. The Company will not
realize any proceeds from the sale of the common stock by the Selling
Shareholders.
DESCRIPTION OF SECURITIES
Description of Common Stock
Holders of Common Stock are entitled to one vote per share on all matters
requiring a vote of shareholders. The holders of Common Stock are entitled to
receive dividends when and as declared by the Board of Directors out of funds
legally available therefor. Upon liquidation or dissolution, each outstanding
share of Common Stock will be entitled to share equally in the assets of the
Company legally available for distribution to shareholders after the payment
of all debts and other liabilities. Shares of Common Stock are not redeemable,
have no conversion rights and carry no preemptive or other rights to
subscribe to or purchase additional shares in the event of a subsequent
offering. All outstanding shares of Common Stock are, and the shares offered
hereby will be, when issued, duly authorized and validly issued, fully paid
and non-assessable and free of pre-emptive rights.
Non-Cumulative Voting
The Common Stock does not have cumulative voting rights which means that
the holders of more than fifty percent of the Common Stock voting for election
of directors can elect one hundred percent of the directors of the Company if
they choose to do so.
Description of Preferred Stock
The Company is authorized to issue a new class or classes of 50,000,000
shares of Preferred Stock. The Board of Directors will have the authority to
issue the Preferred Stock in one or more classes or series and to fix the
rights, preferences, privileges and restrictions thereof, including dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any classes or series of the designation of such classes or
series, without further vote or action by the stockholders. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company, which might otherwise benefit the Company's
shareholders, and affecting the voting and other rights of the holders of
Common Stock.
<PAGE>
There are no ongoing negotiations or discussions concerning the issuance
of any Preferred Stock (the Class A, B and C Preferred Stock was previously
issued and are now fully retired) other than the Class D Preferred Stock.
Currently, the Company has no intention of issuing any other class of
Preferred Stock.
Description of Class D Preferred Stock
One-third (1/3) of the Preferred Shares will become convertible into
shares of Common Stock on or after five (5) days following the date that this
registration statement for the common Shares becomes effective with the
Securities and Exchange Commission (the "Commission") (the "First Conversion
Date"), so long as any delay in the effectiveness of the registration
statement is not caused by reason of activity or inactivity on the part of the
Commission. The next one-third (1/3) of the Preferred Shares will become
convertible thirty (30) days after the First Conversion Date; and the final
one-third (1/3) of the Preferred Shares will be convertible thirty (30) days
thereafter. On each conversion date, the shares to be converted shall be
converted at a 20% discount from the Market Price.
As used herein, the term "Market Price" refers to the average closing bid
price of the Company's Common Stock on the NASDAQ National Market over the
five-day trading period ending on the day prior to each date of conversion.
The Preferred Shares will be convertible at the option of the holders of such
Preferred Shares at a 20% discount from the Market Price as of each conversion
date.
The Preferred Shares will pay a dividend of 8% per annum, payable in its
entirety upon conversion, either in cash or Common Stock at the Company's
option. Upon conversion, all accrued but unpaid dividends will be added to the
principal amount of Preferred Shares converted. In the event the Company does
not issue unlegended Common Shares upon conversion of the Preferred Shares,
the Company will be obligated to pay certain liquidated damages to all
subscribers in the offering or subsequent holders of the Preferred Shares.
The Preferred Shares shall have a liquidation preference over the Common Stock
in the event of any liquidation or sale of the Company. Furthermore, any
Preferred Stock remaining outstanding on the second anniversary of the
purchase thereof will be automatically converted into Common Stock at a 20%
discount from the Market Price on such date.
Reports to Shareholders
The Company will issue annual reports to its shareholders examined by
independent auditors as soon as practicable at the end of each fiscal year.
The Company will also issue quarterly reports to such holders.
Transfer Company and Registrar
The Transfer Agent and Registrar for the Common Stock of the Company is
American Stock Transfer and Trust Company, 6201 15th Avenue, Brooklyn, New
York, 11219.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Company by Levy & Levy, P.A., Suite 309, Plaza
1000, Main Street, Voorhees, New Jersey 08043. William N. Levy of the firm of
Levy & Levy, P.A. owns 228,214 shares of common stock and 350,000 stock
options.
<PAGE>
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such directors, officers or
controlling persons in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933
with respect to the Company and the securities offered by this Prospectus. For
further information reference is made to the Registration Statement and the
exhibits filed as a part thereof, which may be examined without charge at the
office of the Commission, and photocopies of which, or any portion thereof,
may be obtained upon payment of the prescribed fee. Statements contained in
this Prospectus as to the contents of any documents referred to are not
necessarily complete, and in each instance reference is made to the copy of
such agreement or other documents filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.
<PAGE>
============================== ==============================
=============================== ==============================
No dealer, salesman or any
other person has been authorized to
give any information or to make any
representation in connection with 3,485,500 Shares
this Offering other than those
contained in this Prospectus, and if of Common Stock
given or made, such information or
representation must not be relied ($.001 Par Value)
upon as having been authorized by
the Company or the Underwriters.
This Prospectus does not constitute
an offer to sell or a solicitation
of an offer to buy any of the
securities offered hereby to any
person in any jurisdiction where
such offer or solicitation would be
unlawful. Neither the delivery of
this Prospectus nor any sale
hereunder shall under any
circumstances create any implication
that there has been no change in the
affairs of the Company or the facts
herein set forth since the date
hereof.
-----------------
TABLE OF CONTENTS
Page CANTERBURY INFORMATION
---- TECHNOLOGY, INC.
AVAILABLE INFORMATION. . . . . . . . .2
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE . . . .3
PROSPECTUS SUMMARY . . . . . . . . . .4
RISK FACTORS . . . . . . . . . . . . .8
USE OF PROCEEDS. . . . . . . . . . . 10
THE COMPANY. . . . . . . . . . . . . 10
SELLING SHAREHOLDERS . . . . . . . . 13
PLAN OF DISTRIBUTION . . . . . . . . 16
DESCRIPTION OF SECURITIES. . . . . . 16 =====================
LEGAL MATTERS. . . . . . . . . . . . 17
INDEMNIFICATION. . . . . . . . . . . 18 P R O S P E C T U S
ADDITIONAL INFORMATION . . . . . . . 18
----------------- =====================
Until January , 1998, all
dealers effecting transactions in these
registered securities, whether or not
participating in this distribution, may
be required to deliver a Prospectus.
This is in addition to the obligation of
dealers to deliver a Prospectus when
acting as Underwriters. November ___, 1997
=============================== ==============================
=============================== ==============================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses of the sale and
distribution of the securities being registered, all of which are being borne
by the Company.
Item Amount
---- ------
Securities and Exchange Commission Filing Fee. . $ 1,352
Legal Fees and Expenses. . . . . . . . . . . . . 10,000
Accounting Fees and Expenses . . . . . . . . . . 2,000
Miscellaneous. . . . . . . . . . . . . . . . . 1,648
-------
Total $15,000
=======
All of the amounts shown are estimates except for the fees payable to the
Securities and Exchange Commission.
Item 15. Indemnification of Directors and Officers
Article XV of the Company's By-Laws contains the following provisions
with respect to indemnification of Directors and Officers:
"The corporation shall indemnify each of its directors and officers who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative to investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceedings, had no reasonable cause to believe his conduct
was unlawful. Except as provided herein below, any such indemnification shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth
above. Such determination shall be made: (a) by the Board of Directors by a
majority vote of a quorum of directors who were or are not parties to such
action, or proceedings, or (b) by the shareholders.
Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit, or proceedings may be paid by the corporation in
advance of the final disposition of such action or proceedings, if authorized
by the Board of Directors and upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation.
<PAGE>
To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith, without any further
determination that he has met the applicable standard of conduct set forth
above.
Additionally, the Pennsylvania Statutes contain provisions entitling
directors, officers and employees of the Company to indemnification for their
expenses (including reasonable costs, disbursement and counsel fees) and
liabilities (including amounts paid or received in satisfaction of
settlements, judgments, fines and penalties), as the result of an action or
proceeding in which they may be involved by reason of being or have been a
director, officer or employee of a corporation provided said officer,
directors or employees acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the charter provision, by-law, contract, arrangements,
statute or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits. -
5.1 * Opinion and Consent of Levy & Levy, P.A., Securities Counsel for
Registrant
24.1 * Consents of Ernst & Young, LLP.,Independent Auditors.
* Included herewith.
Item 17. Undertaking
(a) Item 512 Undertakings with Respect to Rule 415 Under the Securities Act of
1933, as Amended.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement, including (but not limited to) any addition
of an Underwriter.
<PAGE>
(2) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrants' annual reports pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b)
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and continued in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such directors, officers or
controlling persons in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
S-3/A
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement Amendment No.1 to
be signed on its behalf by the undersigned, thereunto duly authorized in the
Township of Medford and State of New Jersey on October 31, 1997.
CANTERBURY INFORMATION TECHNOLOGY, INC.
By:/s/ Stanton M. Pikus
-------------------------------------------
Stanton M. Pikus, President and
Chief Executive Officer
By:/s/ Kevin J. McAndrew
-------------------------------------------
Kevin J. McAndrew, Executive Vice President,
Treasurer, Chief Financial Officer,
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement Amendment No. 1 has been signed by the following
persons in the capacities and on the dates indicated.
/s/ Stanton M. Pikus
- ---------------------- President, Chief Executive October 31, 1997
Stanton M. Pikus Officer, Director
/s/ Kevin J. McAndrew
- ---------------------- Executive Vice President, Treasurer, October 31, 1997
Kevin J. McAndrew Chief Financial Officer, Director
/s/ Alan Manin
- ---------------------- Director October 31, 1997
Alan Manin
/s/ Jean Zwerlein Pikus
- ---------------------- Vice President, Operations; October 31, 1997
Jean Zwerlein Pikus Secretary; Director
/s/ Stephen M. Vineberg
- ---------------------- Director October 31, 1997
Stephen M. Vineberg
/s/ Paul L. Shapiro
- ---------------------- Director October 31, 1997
Paul L. Shapiro
/s/ Frank Capiello
- ---------------------- Director October 31, 1997
Frank Capiello
<PAGE>
EXHIBIT INDEX
5.1 Opinion and Consent of Levy & Levy, P.A., Securities Counsel for
Registrant
24.1 Consents of Ernst & Young, LLP, Independent Auditors.
EXHIBIT 5.1
OPINION AND CONSENT OF LEVY & LEVY, P.A.
<PAGE>
Levy & Levy, P.A.
Plaza 1000, Suite 309, Main Street
Voorhees, New Jersey 08043
(609) 751-9494
Fax: (609) 751-9779
October 31, 1997
Board of Directors
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 & Hartford Road
Medford, NJ 08055
Re: Opinion Letter and Consent
Registration Statement on Form S-3/A
Gentlemen:
We are acting as Securities Counsel for Canterbury Information
Technology, Inc. ("Company") with respect to the Registration Statement on
Form S-3 ("Registration Statement"), filed by the Company with the Securities
and Exchange Commission for the purpose of registering under the Securities
Act of 1933, as amended, 3,485,500 shares of Common Stock ("Common Stock"),
$.001 par value, underlying the Class D Preferred Stock ("Preferred Stock"),
warrants and common stock underlying various stock options, that was issued by
the Company to various "Selling Shareholders".
We are of the opinion that the said Common Stock when issued, will be
legally issued, fully paid and nonassessable, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws or equitable
principles relating to or limiting creditors' rights generally.
We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 and to the reference to us under the
caption "Legal Opinion" in the Prospectus which is a part of the Registration
Statement.
Very truly yours,
LEVY & LEVY, P.A.
BY:/s/ William N. Levy, Esq.
---------------------------
William N. Levy, Esq.
Securities Counsel for Registrant
EXHIBIT 24.1
CONSENT
OF
ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated February 28,
1997 (except Note 7, as to which the date is March 12, 1997), with respect to
the consolidated financial statements and schedules of Canterbury Information
Technology, Inc. (formerly Canterbury Corporate Services, Inc.) included in
its Annual Report (Form 10-K) for the year ended November 30, 1996, in Amendment
No. 1 to the Registration Statement (Form S-3/A, No. 333-37197) and related
Prospectus of Canterbury Information Technology, Inc. for the registration of
3,485,500 shares of its common stock.
/s/ Ernst & Young, LLP
Philadelphia, Pennsylvania
October 29, 1997
