As filed with the Securities and Exchange Commission on February 20, 1998
Rule 424(b)(3)
Registration No. 333-37197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
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 Maximum Proposed Maximum Registration
Each Class to be Registered Offering Price per Aggregate Offering Fee
of Securities (1) (2) (3) Share (1) Price (1) (2) (3) (4)
to be Registered
- ------------------------------------------------------------------------------
Common Stock,
$.001 par value 3,485,500 $1.125 $3,921,188 $1,352
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 paid the balance of $752 on October 31, 1997.
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>
STICKER AMENDMENT
The Registrant hereby amends this Registration Statement on Form S-3/A,
Registration No. 333-37197 by Sticker Amendment on February 19, 1998 to
restate the total amount of common stock registered herein. Due to a decrease
in the bid price on NASDAQ of the Registrant's common stock on the conversion
date of the Class D Preferred Shares of the Selling Shareholders, the
conversion formula resulted in an additional 841,733 shares of common stock
being issued to the Selling Shareholders as follows:
SELLING SHAREHOLDERS
INITIAL UNDERLYING ADDITIONAL UNDERLYING TOTAL
NAME COMMON STOCK COMMON STOCK SHARES
- ------------------------------------------------------------------------------
American High Growth
Equities Retirement Trust 300,000 267,272 567,272
Robert R. & Mary Jean
Colkitt 200,000 160,386 360,386
Endeavour Capital Fund S.A. 350,000 311,817 661,817
Arab Commerce Bank 150,000 102,258 252,258
---------------------------------------------------
1,000,000 841,733 1,841,733
This Registration Statement is hereby amended to include the additional
841,733 shares of common stock issued to the Selling Shareholders pursuant to
the conversion of the Class D Preferred Stock.
<PAGE>
SIGNATURES
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3/A
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post Effective Amendment No. 1 to the
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 February 20, 1998.
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 Post-Effective Amendment No. 1 to the 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 February 20, 1998
Stanton M. Pikus Officer, Director
/s/Kevin J. McAndrew
- -------------------- Executive Vice President, February 20, 1998
Kevin J. McAndrew Treasurer, Chief Financial
Officer, Director
/s/Alan Manin
- -------------------- Director February 20, 1998
Alan Manin
/s/Jean Zwerlein Pikus
- -------------------- Vice President, Operations; February 20, 1998
Jean Zwerlein Pikus Secretary; Director
/s/Stephen M. Vineberg
- -------------------- Director February 20, 1998
Stephen M. Vineberg
/s/Paul L. Shapiro
- -------------------- Director February 20, 1998
Paul L. Shapiro
/s/Frank Cappiello
- -------------------- Director February 20, 1998
Frank Cappiello
