FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): November 12, 1998
CANTERBURY INFORMATION TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-1558 23-2170505
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
1600 Medford Plaza
Route 70 & Hartford Road
Medford, New Jersey 08055
(Address of Principal Executive Offices)
Registrant's telephone number: (609) 953-0044
CANTERBURY CORPORATE SERVICES, INC.
(Former Name of Registrant)
FORM 8-K
ITEM 5. OTHER EVENTS
Effective November 12, 1998, the Registrant entered into a $4,200,000
refinancing proposal with Finova Capital Corporation ("Finova"). The
Registrant also entered into a refinancing arrangement with The Chase
Manhattan Bank ("Chase") wherein Chase will retain approximately
$1,000,000 of existing debt. The above is subject to due diligence by
Finova and approval of documentation by all parties.
Finova's proposal would grant a revolving line of credit not to exceed
$2,000,000 to advance up to 85% of the eligible accounts receivable of
the Registrant; and a combination of three Term Loans of an aggregate
of $2,200,000 based on a five year term, but payable after two years;
all with interest rates ranging from 1%-3% over the Prime Rate. Such
indebtedness is also subject to certain fees and early termination
prepayment penalties. The refinancing is secured by all assets of the
Registrant except the Okumus Enterprises Note that would be pledged to
Chase without recourse to the Registrant in satisfaction of Chase's
portion of the refinancing arrangement.
The above summary information does not purport to be complete, and is
qualified in its entirety by reference to the Finova Capital
Corporation Proposal filed as Exhibit 1 and the Chase Manhattan Bank
Financing Commitment Letter filed as Exhibit 2 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements:
None.
B. Proforma Financial Statements:
None.
C. Exhibits:
1. $4,200,000 Credit Facility Proposal from Finova Capital
Corporation.
2. Chase Manhattan Bank Refinancing Arrangement
Commitment Letter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CANTERBURY INFORMATION TECHNOLOGY, INC.
BY: /s/Stanton M. Pikus
------------------------------
STANTON M. PIKUS, President
EXHIBIT 1
FINOVA CAPITAL CORPORATION
One Crossroads Center
Second Floor
Bedminster, New Jersey 07921
Tel: 908-658-4700
Fax: 908-658-4233
October 21, 1998
Mr. Stanton M. Pikus
President and Chief Executive Officer
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 & Hartford Road
Medford, New Jersey 08055
RE: $ 4,200,000 Credit Facility Proposal
Dear Mr. Pikus,
In accordance with our discussions, FINOVA Capital Corporation ("FINOVA") is
pleased to submit the following proposal to provide Canterbury Information
Technology, Inc. ("Borrower") with a Credit facility totaling Four Million
Two Hundred Thousand Dollars ($4,200,000).
PURPOSE
The Credit Facility will enable Borrower to pay its indebtedness to Chase
Manhattan Bank, as to provide on going working capital.
REVOLVING LINE OF CREDIT
FINOVA proposes a Revolving Line of Credit to Borrower not to exceed Two
Million Dollars ($2,000,000) secured by accounts receivable. FINOVA will
advance up to Eighty Five percent (85%) on eligible accounts receivable up
to 90 days from invoice date. Eligible accounts will be those meeting
FINOVA's customary requirements (such as no foreign and less than 90 days
from invoice date). FINOVA may re-evaluate the level of the advance rate
during our due diligence process.
TERM LOAN A
FINOVA proposes a Five Hundred Thousand Dollar ($500,000) Term Loan,
subject to the terms and conditions set forth herein. Except for the
prepayment provisions set forth below under "TERM LOAN PREPAYMENT", the
principal shall be repaid over two (2) years, amortized over a five (5) year
term, all due and payable in two (2) years, with principal and interest
payable monthly.
TERM LOAN B
FINOVA proposes a Two Hundred Thousand Dollar ($200,000) Term Loan B, subject
to the terms and conditions set forth herein. Except for the prepayment
provisions set forth below under "Term Loan Prepayment," The principal shall
be repaid over two (2) years, amortized over a five (5) year term, all due
and payable in two (2) years, with principal and interest payable monthly.
In the event, the Bedminster property is sold, any net proceeds above $200,000
will be used to pay down the Revolving Credit.
TERM LOAN C
FINOVA proposes One Million Five Hundred Thousand Dollars ($1,500,000) Term
Loan C subject to the terms and conditions set forth herein. Except for the
prepayment provisions set for the below under "Term Loan Prepayment," The
principal shall be repaid over two (2) years, amortized over a five (5) year
term, all due and payable in two (2) years, with principal and interest
payable monthly.
SECURITY
As collateral security for the Credit Facility, FINOVA shall receive a senior,
valid and perfected security interest in all of Borrower's present and future
tangible and intangible assets, whether now owned or hereafter acquired and
wherever located. This will include, but not be limited to marketable
securities, accounts (including, without limitation, license rights, chattel
paper, insurance proceeds, royalties, contract rights, tax refunds, documents,
notes, etc.), inventory, leases, tradenames, trademarks, franchises, general
intangibles, machinery and equipment, real property, and all products and
proceeds of any of these assets (collectively, the "Collateral"). The note
of Okumus Enterprises, Inc. will be pledged to Chase Manhattan Bank in
satisfaction of Borrower's debt. In addition, Borrower's note receivable of
Landscape Maintenance Services, Inc. shall be assigned to FINOVA. However,
we understand that there may be certain fixed assets under lease which
Borrower may wish to keep intact and accommodations will be made accordingly.
The Collateral shall secure all of the obligations of Borrower to FINOVA
under the Revolving Line of Credit and Term Loan without regard to the
classification or category of such Collateral.
TERM OF LOAN CONTRACT
The initial term ("Initial Term") of the loan contract between FINOVA and
Borrower shall be two (2) years, with annual renewals thereafter at the
discretion of FINOVA. Unless renewed with the consent of FINOVA, the entire
amount of the Revolving Line of Credit and Term Loan will be due and payable
at the end of the Initial Term.
INTEREST RATE
Revolving Loan: Borrower will pay to FINOVA monthly interest on the aggregate
daily loan balance at a floating rate equal to the Prime Rate plus one percent
(1%). The term "Prime Rate" is herein defined as the reference (or equivalent)
rate as announced from time-to-time by Citibank, N.A. New York, New York.
Interest is charged monthly. Borrower shall receive credit on the proceeds
of receivables one (1) business days after the date of FINOVA's receipt of
good funds (for the purpose of interest calculation).
Term Loans A & B: Shall bear interest at a floating rate equal to the
Prime Rate plus 2% , with changes to Prime being effective immediately,
calculated on the basis of a 360-day year and charged for the actual days
elapsed.
Term Loan C: Shall bear interest at a fixed rate equal to the rate offered
on a U.S. Treasury Note of like term in effect as of five (5) business days
prior to the date of funding plus 5% or a floating rate equal to the Prime
Rate plus 3%, with changes to Prime being effective immediately, calculated
on the basis of a 360-day year and charged for the actual days elapsed. The
choice of floating or fixed is at the option of Borrower.
FEES
Borrower shall pay to FINOVA a One Thousand Five Hundred Dollar ($1,500)
monthly monitoring fee.
Borrower will pay to FINOVA an ongoing field examination and collateral
monitoring fee of Six Hundred Dollars ($600) per day for each day of auditing
incurred by FINOVA. FINOVA will have the right to perform examinations on a
quarterly basis.
For the first year Borrower will pay FINOVA a facility fee of $60,000.
Borrower will pay FINOVA an Unused Line Fee of one-half percent (1/2%) per
annum of the unused portion of the Revolving Credit Facility, which fee will
be paid on a monthly basis effective the first month after the Closing Date.
Borrower will pay to FINOVA a success fee of Fifty Thousand Dollars ($50,000)
on each anniversary. If Borrower should prepay the loan, the aggregate
success fee of One Hundred Thousand Dollars ($100,000) less any amounts paid
will be due at that time.
EARLY TERMINATION; PREPAYMENT
Revolving Loan: In the event that the Revolving Line of Credit facility is
for any reason whatsoever terminated prior to the expiration of the Initial
Term, in order to compensate FINOVA for its reliance expenses and its loss
of anticipated profits, Borrower will pay FINOVA an early termination fee of
2% of the committed amount during the first year of the Initial Term, and 1%
of the committed amount during the second year of the Initial Term. Further,
in the event the Revolving Line of Credit is terminated prior to the
expiration of the Initial Term, the entire balance owing under the Term Loan
will also be due and payable at that time.
Term Loan: The Term Loan may be prepaid at any time in whole but not in part,
provided that any such prepayment is accompanied by accrued interest on the
amount prepaid, any and all such sums then due to FINOVA and a prepayment
premium of (i) 2% of the amount prepaid during the first year following the
closing, and (ii) 1% of the amount prepaid during the second year. In
addition, if Borrower has selected the fixed interest rate described above,
then FINOVA shall also be entitled to a reasonable yield maintenance amount.
ANNUAL CASH FLOW RECAPTURE
On an annual basis and at FINOVA's sole option, Borrower shall be required to
prepay, without a prepayment premium, the principal outstanding under the
Term Loan, and the prepayment will be applied in inverse order of maturities.
The amount of any annual prepayment will be limited to a maximum of fifty
percent (50%) of Excess Cash Flow. The definition and determination of
Excess Cash Flow must be fully satisfactory to FINOVA in all regards. The
definition of Excess Cash Flow is Earnings Before Interest, Taxes,
Depreciation and Amortization less cash taxes, Capital Expenditures not
financed, and all interest and principal.
FINANCIAL REPORTING
Borrower will provide certain reporting to FINOVA on a monthly basis. This
will include, but not be limited to, an internally prepared Income Statement,
Balance Sheet, Aged Accounts Receivable Trial Balance, Accounts Payable Aging
and Inventory Report. Annually, Borrower will provide FINOVA with an audited
financial statement prepared by an acceptable certified public accounting
firm, as well as annual operating profit and cash flow projections.
GENERAL TERMS AND CONDITIONS
1. The Loan Agreement will contain customary events of default and
remedies, including affirmative and restrictive covenants regarding the
financial and operational performance of Borrower, such as additional debt
restrictions, minimum debt service coverage, senior debt service coverage,
limitations on capital expenditures, limitation on dividends, distributions
and management fees, restrictions on payment of subordinated debt, change of
control restrictions, etc. The Credit Facility shall be subject to
cross-default with all other loans and capital lease agreements of Borrower.
The covenants will be mutually agreeable to both Borrower and FINOVA.
2. Borrower will make representations and warranties customary for
transactions of this type as FINOVA deems reasonable and necessary.
3. All reasonable expenses and appraisal fees will be borne by Borrower.
Borrower will reimburse FINOVA at closing for its reasonable legal expenses
and all out-of-pocket expenses in connection with the documentation and
closing of this transaction. Prior to commencement of documentation,
Borrower will be provided with an estimate of the legal fees.
5. Appropriate Borrower Board of Directors approval and opinions of
counsel acceptable to FINOVA shall be obtained, at FINOVA's discretion.
6. Upon the closing of this financing arrangement, Borrower will have a
minimum excess borrowing availability of Five Hundred Thousand Dollars
($500,000), after bringing all suppliers to within 30 days of written terms.
7. Intercreditor and Subordination Agreements in form and substance
acceptable to FINOVA shall be obtained, if applicable.
It is understood that Chase Manhattan Bank, the current lender, in
satisfaction of retaining a minimum of $1,000,000 of its debt to Borrower
will take an assignment from Borrower of a note from Okumus Enterprises, Inc.
In exchange for assignment of the Okumus Enterprises, Inc. note and all the
cash flows therefrom, Chase Manhattan will terminate all liens and filings
with Canterbury Information Technology, Inc. and its subsidiaries, except the
Okumus Enterprises, Inc. note, and Landscape Maintenance Services, Inc.
Second liens will not be allowed.
9. Borrower will complete an environmental certificate.
10. Validity and Support Agreements, in a form mutually acceptable to
FINOVA and Borrower, to be executed by appropriate executive officers.
11. FINOVA will require a Landlord/Mortgagee Waiver for where books and
records are maintained.
12. Borrower represents and warrants to FINOVA that with respect to the
financing transactions contemplated in this proposal letter, no person is
entitled to any brokerage fee or other commission and to the extent any
brokerage fee or other commission is due, such fee and commission will be
paid exclusively by Borrower.
13. Arizona law shall govern the proposed transaction, and Borrower
shall consent to the jurisdiction of the Federal and State courts located in
Maricopa County, Arizona, and shall waive jury trial.
14. At FINOVA's sole election, Borrower may be required to enter into
and extend existing Employment Agreement, acceptable in form and content to
FINOVA, with certain key employees of Borrower. In addition, FINOVA may
require keyman life insurance for Jean Z. Pikus, Stan Pikus and Kevin
McAndrew.
FINOVA may require, customer, vendor and credit reference checks, as well as
tax lien, litigation and judgment searches on Borrower, and the senior
management of Borrower. A background report may also be required on certain
key individuals associated with Borrower.
16. Borrower to submit cash flow projection and pro forma balance sheet
with adjusting entries (i) showing that the proposed financing will provide
sufficient funds for the Borrower's projected working capital needs, and
(ii) showing:
(a) that the Borrower will have a tangible net worth in a minimum
amount to be considered solvent immediately following initial funding,
(b) that the Borrower will have reasonably sufficient capital for
the conduct of its business following initial funding, and that the
Borrower will not incur debts beyond it ability to pay such debts as
they mature.
17. Borrower, at its expense, will provide FINOVA with an asset appraisal
of all of Borrower's fixed assets on which FINOVA will be granted a first lien
security interest. The machinery and equipment appraisal must be acceptable
to FINOVA in all respects and must have an auction value of not less than
$625,000 and the real estate appraisal must have a distressed value of not
less than $286,000.
18. Borrower will provide FINOVA with the appropriate back-up accounting
information on the addbacks.
It should be understood that this is not a commitment on the part of FINOVA,
but merely a proposal. It should also be understood that while the details
of this proposal have been reviewed by management, it is subject to the
completion of a field examination, equipment and/or real estate appraisals
(if applicable), due diligence, receipt of state and county searches
acceptable to FINOVA, approval of the Executive Credit Committee of FINOVA,
and negotiation, preparation and execution of legal documentation fully
acceptable to FINOVA and its counsel.
Certain out-of-pocket costs and expenses incurred by Lender in connection
with Lender's review and due diligence, such as reasonable legal, audit and
appraisal expenses, together with an allocated charge of Six Hundred Dollars
($600) per day per auditor, shall be paid by Borrower whether or not the
financing arrangement herein contemplated is consummated.
Prior to the commencement of the field examination, FINOVA will require a
deposit in the amount of Twenty Five Thousand Dollars ($25,000). The
deposit will be:
1. returned to Borrower, less FINOVA's out-of-pocket costs if, for one
of the reasons outlined above, FINOVA is unable to obtain final credit
committee approval or otherwise unable to consummate this financing
arrangement; or
2. retained by FINOVA as liquidated damages if final credit committee
approval is obtained and Borrower elects not to consummate the financing
within 30 days of the approval date; or<PAGE>
3. retained by FINOVA, and
credited against the legal fees and other out-of-pocket expenses and costs
referenced previously, (that are payable by Borrower), if the financing
arrangement is consummated. Any remaining part of application fee that is
not applied to the above, will be returned to Borrower or credited against
the Revolving Credit.
If this proposal and the terms and conditions stated herein meet with your
approval, please return an executed copy of this letter along with the
application fee. Upon receipt, FINOVA will commence the field examination.
This proposal supersedes any and all other prior written or oral proposals; it
shall be deemed null and void if not signed and returned to FINOVA, along with
the application fee, by October 27, 1998.
We look forward to discussing any questions you may have concerning this
proposal, as well as working with you on this transaction.
Sincerely,
FINOVA Capital Corporation
/s/Sharon J. Bender
Sharon J. Bender
Vice President
Faxed November 12, 1998
SJB/tl
Encl.
Acknowledged and Agreed to this 29th
day of October, 1998.
/s/Stanton M. Pikus
By: Stanton M. Pikus
Title: President
EXHIBIT 2
CHASE
October 28, 1998
Mr. Stanton M. Pikus
President/CEO
Canterbury Information Technology, Inc.
Route 70 & Hartford Road
1600 Medford Plaza
Medford, New Jersey 08055
Re: Canterbury Information Technology, Inc.
Dear Mr. Pikus:
We are pleased to advise you that The Chase Manhattan Bank (the
"Bank") has approved a refinancing arrangement (the "Refinancing Arrangement")
with Canterbury Information Technology, Inc. ("Canterbury") pursuant to which
the Bank will receive a payment from Canterbury of not less than $3,000,000 in
immediately available funds in reduction of outstanding loans (consisting of
principal, interest, fees and expenses) owing to the Bank by Canterbury (the
"Loans") and the balance of the Loans will be secured solely by, and principal
and interest thereon paid solely from, that certain promissory note dated
November 30, 1995 (the "Okumus Note") made by Okumus Enterprises, Ltd.
("Okumus") in favor of Star Label Products, Inc. ("Star Label"), which note
has previously been pledged to the Bank as collateral for the Guaranty by
Corporation dated December 22, 1992 executed by Star Label pursuant to which
Star Label guaranteed the obligations of Canterbury to the Bank (the "Star
Label Guaranty"). You have advised us that the $3,000,000 payment to the
Bank shall be paid out of the proceeds of a financing by FINOVA Capital
Corporation ("FINOVA") of Canterbury and Landscape Maintenance Services, Inc.
("LMS"), which financing is outlined in certain credit proposals executed by
FINOVA (the "FINOVA Proposals") dated August 25, 1998 and August 21, 1998
(the "FINOVA Financing"). In connection with the Refinancing Arrangement,
the Bank will release (i) all of its liens on the assets of Canterbury and
its subsidiaries other than Star Label and the Okumus Note and (ii) each of
the guaranties executed by the subsidiaries of Canterbury in favor of the
Bank except for the Star Label Guaranty. Following the consummation of the
Refinancing Arrangement, payment of the balance of the Loans will be without
recourse to Canterbury.
This letter represents the Bank's commitment to enter into the
Refinancing Arrangement subject to (i) the receipt by the Bank, at closing,
of $3,000,000 in immediately available funds, (ii) the negotiation, execution
and delivery on or before December 10, 1998 of definitive documentation with
respect to the Refinancing Arrangement and the FINOVA Financing satisfactory
in form and substance to the Bank and its counsel; (iii) the Bank's
satisfaction with the structure of the Refinancing Arrangement and the FINOVA
Financing (as it relates to the Refinancing Arrangement); (iv) the Bank's not
becoming aware after the date hereof of any information or other matter
affecting Canterbury, FINOVA, Star Label or Okumus or the transactions
contemplated hereby or by the FINOVA Proposals which is inconsistent in a
material and adverse manner with any such information or other matter
disclosed to the Bank prior to the date hereof, and (v) the receipt by the
Bank, at or prior to closing, of all outstanding fees and expenses owing to
the Bank in respect of the Refinancing Arrangement and the FINOVA Financing
(including, but not limited to, attorneys' fees and expenses) and all
past-due fees and expenses owed by Canterbury to the Bank (including, but
not limited to, the fees and expenses of Zalkin, Rodin & Goodman LLP).
Canterbury agrees (a) to indemnify and hold harmless the Bank, its
affiliates and its officers, directors, employees, advisors, and agents
(each, an "indemnified person") from and against any and all losses, claims,
damages and liabilities to which any such indemnified person may become
subject arising out of or in connection with this Commitment Letter, the
Refinancing Arrangement, the FINOVA Proposals, the use of the proceeds of
the FINOVA Financing or any related transaction or any claim, litigation,
investigation or proceeding relating to any of the foregoing, regardless of
whether any indemnified person is a party thereto, and to reimburse each
indemnified person upon demand for any reasonable legal or other expenses
incurred in connection with investigating or defending any of the foregoing,
provided that the foregoing indemnity will not, as to any indemnified person,
apply to losses, claims, damages, liabilities or related expenses to the
extent they are found by a final, non-appealable judgment of a court to
arise from the willful misconduct or gross negligence of such indemnified
person, and (b) to reimburse the Bank and its affiliates on demand for all
reasonable out-of-pocket expenses (including due diligence expenses, travel
expenses, and reasonable fees, charges and disbursements of counsel)
incurred in connection with the Refinancing Arrangement, the FINOVA
Financing and any related documentation (including this Commitment Letter
and the definitive refinancing documentation) or the administration,
amendment, modification or waiver thereof. No indemnified person shall be
liable for any indirect or consequential damages in connection with its
activities related to the Refinancing Arrangement or the FINOVA Financing.
This Commitment Letter is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto. This Commitment
Letter may not be amended or waived except by an instrument in writing signed
by Canterbury and the Bank. This Commitment Letter may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
signature page of this Commitment Letter by facsimile transmission shall be
effective as delivery of manually executed counterpart hereof. This Commitment
Letter is the only agreement that has been entered into among us with respect
to the Refinancing Arrangement and sets forth the entire understanding of the
parties with respect thereto. This Commitment Letter shall be governed by,
and construed in accordance with, the laws of the State of New York.
This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter nor any of its terms or substance shall be
disclosed, directly or indirectly, to any other person except (a) to your
officers, agents and advisors who are directly involved in the consideration
of this matter or (b) as may be compelled in a judicial or administrative
proceeding or as otherwise required by law (in which case you agree to
inform us promptly thereof), provided, that the foregoing restrictions shall
cease to apply after this Commitment Letter has been accepted by you.
The reimbursement, indemnification and confidentiality provisions
contained herein shall remain in full force and effect regardless of whether
definitive refinancing documentation shall be executed and delivered and
notwithstanding the termination of this Commitment Letter or the Bank's
commitment hereunder.
CANTERBURY AND THE BANK EACH HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION, DIRECTLY OR INDIRECTLY, ARISING OUT OF, UNDER, WITH RESPECT TO
OR IN CONNECTION WITH THIS COMMITMENT LETTER. Canterbury and the Bank each
hereby irrevocably consents to the exclusive jurisdiction of the courts of
the State of New York and, to the extent permitted by applicable law, of any
federal court, in each case located in New York County and any appellate
court therefrom, in connection with any action or proceeding arising out of
or relating to this Commitment Letter and each of Canterbury and the Bank
hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York
State Court, or to the extent permitted by law, in such federal court.
Canterbury hereby waives the defenses of forum non conveniens and improper
venue.
If the foregoing correctly sets forth our agreement, please indicate
Canterbury's acceptance of the terms hereof by returning to the Bank
executed counterparts hereof not later than 5:00p.m., New York City time,on
November 2,1998. The Bank's commitment herein will expire (x) at 5:00 p.m.,
New York City time, on November 2, 1998 in the event the Bank has not
received such executed counterparts in accordance with the immediately
preceding sentence and (y) at 5:00 p.m., New York City time, on December 10,
1998 if the closing of the Refinancing Arrangement shall not have taken
place prior to that date and time.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/Billie J. Prue
----------------------
Name: Billie J. Prue
Title: Vice President
Accepted and agreed to as of
the date first written above by:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
---------------------------
Name: Stanton M. Pikus
Title: President
