As Filed With the Securities and Exchange Commission on October , 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTERBURY INFORMATION TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 829 23-2170505
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification Identification Number)
Code No.)
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 the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, as amended, check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the offering.//.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /.
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Each Class Offering Amount Proposed Maximum Proposed Maximum Registration
of Securities to be to be Registered(1) Offering Price Aggregate Offering Fee
Registered Per Share (1) Price (1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 1,871,116 $2.75 $5,145,569 $1,518
par value
- -------------------------------------------------------------------------------------------
</TABLE>
Total Registration Fee . . . . . . . . . . . . . . . . . . . $1,518
(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 $2.75 per
share, the price as reported in National Market NASDAQ for the
Registrant's common stock on October 22, 1999.
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>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This
Prospectus shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such State.
PROSPECTUS
1,871,116 Shares of Common Stock
CANTERBURY INFORMATION TECHNOLOGY, INC.
The Shareholders of Canterbury Information Technology, Inc. named
in this Prospectus are offering and selling up to 1,871,116 shares of
Common Stock, $.001 par value, under this Prospectus. We anticipate
that the selling shareholders will offer shares of Common Stock for
private or public sale on the NASDAQ National Market at the prevailing
market prices on the date of sale or at privately negotiated prices.
The Company will not receive any part of the proceeds from such sales,
but will pay all expenses of this Offering which are estimated to be
$25,000.
----------------------
Our common stock is traded on the NASDAQ National Market under
the symbol "CITI". On October 22, 1999, the closing price of our
Common Stock was $2.75 per share as reported by the NASDAQ Automated
Quotation System.
----------------------
Any investment in the Common Stock offered under this Prospectus
involves a high degree of risk. See "Risk Factors" commencing on Page 3.
Neither the Securities and Exchange Commission nor any state
regulatory authority has approved or disapproved of these securities
or determined that this Prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is November , 1999.
You should rely only on the information contained in this
Prospectus. We have not authorized anyone to provide you with
information different from that contained in this Prospectus. The
selling shareholders are offering to sell, and seeking offers to buy,
shares of Canterbury Information Technology, Inc. common stock only in
jurisdictions where offers and sales are permitted. The information
contained in this Prospectus is accurate only as of the date of this
Prospectus, regardless of the time of delivery of this Prospectus or
of any sale of the shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements other
information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms at 450 Fifth Street N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The SEC maintains
an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC. Our SEC filings are available to the
public from the SEC's web site at "http://www.sec.gov." In addition,
we maintain a web site on the Internet at
"http://www.canterburyciti.com."
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information
to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus,
and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the selling shareholders sell all of the shares
under this Prospectus:
1. Annual Report on Form 10-K for the fiscal year ended November 30,
1998, which was filed on March 15, 1999.
2. Form 10-Q for the fiscal quarter ended February 28, 1999, which
was filed on April 15, 1999.
3. Form 10-Q for the fiscal quarter ended May 31, 1999, which was
filed on July 15, 1999.
4. Form 10-Q for the fiscal quarter ended August 31, 1999, which was
filed on October 20, 1999.
4. Form 8-K for date of event August 13, 1999, which was filed on
August 20, 1999.
You may request a copy of this filing, at no cost, by writing or
telephoning our Vice President and Chief Financial Officer at the
following address:
Kevin McAndrew, CPA
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 & Hartford Road
Medford, New Jersey 08055
(609) 953-0044
This Prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations
provided in this Prospectus. We have not authorized anyone else to
provide you with different information.
The selling shareholders may not make an offer of these securities in
any state where the offer is not permitted. You should not assume
that the information in this Prospectus is accurate as of any date
other than the date on the front of the document.
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>
RISK FACTORS
You should carefully consider the risks described below before
making an investment decision. Please also note that there may be
other risks and uncertainties not presently known to us or that we
currently deem immaterial. If any of the following or such other
risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected.
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. We depend on our senior management to operate and grow
We believe that our success depends to a significant extent on
the efforts and abilities of certain of our 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, Ms. Pikus or certain other
key employees could have a material adverse affect on the Company.
Therefore, we maintain key man life insurance policies and employment
agreements with each key employee. We have insurance policies on the
following officers for the following amounts:
Corporate Officer Amount of Policy
Stanton M. Pikus $1,000,000
Kevin J. McAndrew $1,000,000
Jean Z. Pikus $ 500,000
3. Our executive officers can influence control over our business and
policies.
Stanton M. Pikus, the Company's President and Chief Executive
Officer, owns of record and controls beneficially 7% of the Company's
Common Stock and is in a position to substantially influence the
election of a majority of the Company's directors, and otherwise
control the Company.
4. We face substantial competition from other training companies.
We compete with a great variety of computer training and
management training companies such as Executrain and New Horizons as
well as divisions of large corporations such as IBM. Many of our
competitors are much larger and have greater development, marketing
and financial resources. Additional competitors utilize non
traditional delivery systems such as the internet, video conferencing
and computer based training. Future competition is expected to be
more intense, especially with the increasing utilization of both home
computers and internet based training. To a great extent, such
competition is defined by pricing, quality and customer satisfaction.
5. We may depend on additional financing in the event of restricted
cash flow
If the Company is not successful in generating cash flow from
its operations sufficient to sustain its operations, the Company may
need to secure additional financing to develop and maintain its
business. There 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.
<PAGE>
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. Sales of substantial amounts of our common stock could decrease
our stock price.
Approximately 3,288,500 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 9,508,138 shares
of its common stock, of which approximately 3,288,500 shares would be
restricted securities. (See "Principal Shareholders.")
8. Authorization of preferred stock may discourage takeovers and
depress stock price.
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. We do
not have any Preferred Stock issued at this time. 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.
9. Our share price may be volatile in the future.
Our stock price has been, and in the future is expected to be,
volatile. We expect to experience market fluctuation as a result of a
number of factors, including, but not limited to, current and
anticipated results of operations, our future offerings or those of
our competitors and factors unrelated to our operating performance.
The trading price of our Common Stock may also vary as a result of
changes in our business, operations, or financial results, the
prospects of general market and economic conditions and other factors.
10. We could risk delisting from NASDAQ stock market
Our stock is currently traded on the NASDAQ National Market, and
we are in compliance with all maintenance criteria. If our common
Stock cannot remain listed on the NASDAQ National Market, we would
seek to have it listed on the NASDAQ Small Capitalization Market,
although we give no assurance that this will occur.
If our Common Stock was delisted from trading on the NASDAQ Stock
Market ("NASDAQ") altogether, trading, if any, would be conducted in
the over-the-counter market. It would be traded in the so-called
"pink sheets" or the "Electronic Bulletin Board" of the National
Association of Securities Dealers, Inc. and consequently an investor
will likely find it more difficult to dispose of, or to obtain
accurate quotations as to the price of our Common Stock.
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure relating to the market for penny stocks
in connection with trades in any stock defined as a penny stock.
Regulations set forth by the commission generally define a penny stock
to be an equity security that has a market price of less than $5.00
per share, subject to certain exceptions. Such exceptions include any
equity security listed on NASDAQ or a national securities exchange and
any equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous
operation for three years, (ii) net tangible assets of at least
$5,000,000, if such issuer has been in continuous operation for less
than three years or (iii) average annual revenue of at least
$6,000,000, if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and
the associated risks.
In addition, if the Common Stock is not quoted on NASDAQ, or if
the Company does not meet the other exceptions to the penny stock
regulations cited above, trading in the Common Stock would be covered
by Rule 15g-9 set forth under the Exchange Act for non-NASDAQ and
non-national securities exchange listed securities. Under such rule,
broker/dealers who recommend such securities to persons other than
established customers and accredited investors must make a special
written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale.
Securities also are exempt from this rule if the market price is at
least $5.00 per share.
If our common Stock becomes subject to the regulations applicable
to penny stocks, the market liquidity for our Stock could be adversely
affected. In such event, the regulations on penny stock could limit
the ability of broker/dealers to sell our Common Stock and thus the
ability of purchasers of our Stock to sell their securities in the
secondary market.
11. The failure to be Year 2000 compliant could materially
adversely effect us.
The Year 2000 date issue arises from the fact that many computer
programs use only two digits to identify a year in a date field. We
have reviewed our products and key financial operations systems, and
where required, have developed plans to ensure that our products and
computer systems continue to function properly. If we fail to develop
the necessary plans for the computer systems to continue to function
properly, our business, financial condition and results of operations
may be materially adversely affected. The Year 2000 date issue could
also adversely impact our financial condition and results of
operations if our suppliers, customers and other businesses fail to
address this issue successfully.
THE COMPANY
Canterbury Information Technology operates computer training
companies. We also operate a management training company and a software
development company. We have grown by making acquisitions.
Canterbury Information Technology was incorporated in the
Commonwealth of Pennsylvania on March 19, 1981 and later qualified to do
business in the State of New Jersey in April, 1985.
COMPUTER TRAINING SERVICES
In June, 1994, Canterbury Information Technology acquired Computer
Applications Learning Center (CALC), a New Jersey based computer
training company. The name was changed to CALC/Canterbury Corp. Since
1983 CALC/Canterbury has trained corporate employees at training centers
in New York and New Jersey. CALC/Canterbury also teaches at many
corporate locations.
CALC/Canterbury is a Microsoft Certified Technical Education Center
(CTEC) and a Lotus Authorized Education Center (LAEC) as well as an
authorized training center for SBT and Corel software.
CALC/Canterbury offers more than 500 technical and application
classes. Listed below are the types of courses offered by
CALC/Canterbury:
* Operating Systems
* Train-the-Trainer
* Microsoft Windows NT
* Microsoft Office 2000
* Word Processing
* Spreadsheets
* Accounting Software
* Database Management
* Presentation Graphics
* E-Mail
* Contact Management
* Project Management
* Network Concepts
* Lotus Notes
* Internet & World Wide Web
* Microsoft Certified Technical Classes
* Lotus Domino & Notes Certified Technical Classes
* Non-certified Technical Classes
CALC/Canterbury is also a technology services provider as well as
a corporate trainer. We have formed strategic business partnerships
with systems integrators, technical staffing companies and courseware
providers to offer multiple services and products to our clients.
HARDWARE/SOFTWARE SALES AND NETWORK DESIGN
On October 18, 1999, USC/Canterbury Corp., a wholly owned
subsidiary of Canterbury, purchased the business and certain assets of
U.S. Communications, Inc.
USC/Canterbury Corp. provides a broad range of information
technology services that include hardware, software, training, network
design and management, and is a premier value added reseller to mid-size
companies and state and local government agencies.
The Company predominantly resells Hewlett-Packard personal
computers and servers as stand-alone desktops, workstations, and
complete networks. Virtually no inventory is maintained.
USC/Canterbury Corp. can ship from their wholesale suppliers to the
client within 48 hours after acceptance of order. Since the Company has
relationships with almost a half-dozen master distributors, management
is able to satisfy client demand quickly and still obtain the best
possible pricing in this viciously competitive hardware marketplace.
USC/Canterbury Corp.'s training services include technical and
applications software training as well as Internet-based training
programs. The USC/Canterbury Corp. training facility is in
USC/Canterbury Corp.'s Annapolis office. The Company is authorized by
Microsoft as an "Authorized Technical Education Center" and is believed
to be the only such center in the greater Annapolis market. The primary
focus has been toward Microsoft NT certification courses, but other
courses are offered as the demand calls for them.
The company has approximately 300 clients that include:
* Prince William County
* City of Baltimore, Maryland
* Calvert County Public Schools
* Carroll County Board of Education
* Maryland Environmental Services
* Nationswide Insurance.
MANAGEMENT TRAINING
In September of 1993, Canterbury Information Technology acquired
Motivational Systems, a New Jersey-based management and sales training
company. The name was changed to MSI/Canterbury. Since 1970,
MSI/Canterbury has trained managers and sales professionals from many
Fortune 1000 companies.
MSI/Canterbury conducts seminars in:
* Executive development and coaching
* Communications and personal growth
* Sales training
* Management and interpersonal development training
* Problem solving/management consulting
* Project management
SOFTWARE DEVELOPMENT
In May of 1997, Canterbury Information Technology acquired ATM
Technologies, Inc. (ATM), a Texas-based software consulting and
development company. The name was changed to ATM/Canterbury.
ATM/Canterbury has been in business since 1984, and specializes in
PC-based record management systems. The software developed uses Barcodes
as the primary means of data entry allowing clients with large file
rooms and/or inventory to:
* Eliminates lost records and increases productivity
* Quickly locates records
* Lowers human resource costs
* Tracks and locates archived files
* Generates status reports in minutes
* Designs and prints labels on demand
EMPLOYEES
As of August 29, 1999, we, including all subsidiaries, had 141
employees: 84 full-time employees and 57 part-time employees.
DESCRIPTION OF PROPERTIES
We own land in Bedminster, New Jersey which was acquired as part of
a previous acquisition. It is not used as part of our business
operation. All other facilities, including our administrative offices,
branch locations and sales offices, are leased. The aggregate annual
rental payments under leases will approximate $1,285,000 in fiscal year
1999.
The following table sets forth the locations, including square
footage:
Location Square Footage
Canterbury Information Technology 4,200
1600 Medford Plaza
Medford, New Jersey 08055
ATM/Canterbury Corp. 3,700
16840 Barker Springs, Suite C300
Houston, TX 77084
MSI/Canterbury 1,800
400 Lanid Drive
Parsippany, New Jersey 07054
USC/Canterbury Corp. 2,000
801 Compass Way, Suite 205
Annapolis, Maryland 21401
CALC/Canterbury 23,500
500 Lanid Drive
Parsippany, New Jersey 07054
CALC/Canterbury 4,200
780 Third Avenue, Concourse Level One
New York, New York 10017
CALC/Canterbury 6,000
Woodbridge Place, Gill Lane at Route 1
Iselin, New Jersey 08830
CALC/Canterbury 5,926
Park 80 West Plaza
Saddlebrook, New Jersey 07663
CALC/Canterbury 7,000
55 Broadway
New York, New York 10006
USE OF PROCEEDS
All net proceeds from the sale of Common Stock under this
Prospectus will go to the shareholders who offer and sell their shares.
Accordingly, the Company will not receive any proceeds from such sales.
SELLING SHAREHOLDERS
The following shares covered by this Prospectus were issued by the
Company in Private Placements to certain selling shareholders with
registration rights, which are now being exercised. 850,000 shares were
sold for an aggregate purchase price of $603,500 at $.71 per share;
470,589 shares were sold for an aggregate purchase price of $500,000 at
$1.0625 per share. The offer and sale by the Company of this common
stock to the selling shareholders were made under an exemption from the
registration requirements of the Security Act provided in Section 4(2).
For certain investment advisory services, as well as a finder's fee for
these Private Placements, the Company issued Comsight Holdings, Inc. an
aggregate of 197,059 shares. On October 18, 1999, the Company acquired
the business and assets of U.S. Communications, Inc., a wholly owned
subisidary of Condor Technology Solutions, Inc. 292,468 shares of the
Registrant's common stock was issued to U.S. Communications, Inc. as set
forth in the Asset Purchase Agreement with registration rights for an
aggregate purchase price of $850,000 at $2.9068 per share. 69,000 of
the shares are common stock underlying stock options that were issued by
the Company to William N. Levy for legal services performed in prior
years. The Company desires to register the underlying common stock of
these options as an incentive for continued future services.
We agreed to register the Common Stock that was issued to the
selling shareholders. Our registration of the Common Stock does not
necessarily mean that the selling shareholders will sell all or any of
their shares. None of the selling shareholders, except Mr. Levy who is
general counsel for the Company, has had a material relationship with the
Company within the past three years except as a result of the ownership of
the shares or other securities of the Company.
The following table shows:
(i) the name of the selling shareholders;
(ii) the number of shares of Common Stock beneficially owned by
the selling shareholders;
(iii) the aggregate number of shares of Common Stock to be sold by
each shareholder from time to time under this Prospectus; and
(iv) the number of shares beneficially owned after the sale of all
of the shares offered under this Prospectus.
This information is based upon information provided by the selling
shareholders. The shares are being registered to permit public
secondary trading of the shares, and the selling shareholders may offer
the shares for resale from time to time.
<TABLE>
<CAPTION>
Name of Selling Shares Beneficially Shares to be Sold Shares Beneficially
Shareholder Owned Prior to the Offering In the Offering Owned After the Offering
- -------------------------------------------------------------------------------------------
</CAPTION>
<S> <C> <C> <C>
Swiss Medical
Products Corporation 100,000 100,000 0
Floridinos 138,732 138,732 0
Vivie Matheos 100,000 100,000 0
Basbun Food Corp. 100,000 100,000 0
OPI Products
(Far East) Ltd., LLC 100,000 100,000 0
Rockets Red Glare, Inc. 100,000 100,000 0
Empresas Flagler 211,268 211,268 0
Comsight Holdings, Inc. 197,059 197,059 0
Chivas Holdings, Ltd. 188,236 188,236 0
Chivas Holdings, Ltd. 282,353 282,353 0
U.S. Communications,
Inc. 292,468 292,468 0
William N. Levy, Esquire 77,000 0 77,000*
*Mr. Levy has 100,001 stock options, none of which are included in this
amount. However, 69,000 shares of common stock underlying 69,000 stock
options is being registered herewith. Mr. Levy's exercise prices for
his options are $.531 per share for 35,000 options, $ 1.375 per share
for 20,000 options and $1.560 per share for 14,000 options. The option
termination dates range from May 17, 2003 to August 26, 2004.
As of the date of this Prospectus, we have issued 9,508,138 shares
of our common stock and no shares of our preferred stock.
PLAN OF DISTRIBUTION
The selling shareholders may offer their shares of Common Stock at
various times in one or more of the following transactions:
- ordinary brokers transactions, which may include long or short
sales;
- transactions involving cross or block trades on the NASDAQ
National Market;
- purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own account
pursuant to this Prospectus;
- through market makers or in ways not involving market makers or
established trading markets;
- through transactions in options, swaps or other derivatives;
- through hedging or option transactions or with broker-dealers;
or
- in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their
shares. If this happens, broker-dealers may receive discounts or
commissions from the selling shareholders, or they may receive
commissions from purchasers of shares for whom they acted as agents.
Usual and customary brokerage fees may be paid by the selling
shareholders. The Company does not have knowledge of any existing
arrangements between any selling shareholder and any other shareholder,
broker, dealer, underwriter or agent relating to the sale or
distribution of the shares of Common Stock. The selling shareholders do
not have to sell any or all of their shares.
LEGAL MATTERS
Our legal counsel, Levy & Levy, P.A., has rendered an opinion to
the effect that the Common Stock offered for resale pursuant to this
Prospectus is duly and validly issued, fully paid and non-assessable.
William N. Levy, Esq., a partner in this firm, is a non-affiliate
stockholder and an option holder of Canterbury Information Technology,
Inc.
EXPERTS
The consolidated financial statements of Canterbury Information
Technology, Inc. incorporated by reference in Canterbury Information
Technology, Inc.'s Annual Report (Form 10-K) for the year ended November
30, 1998, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on
the authority of such firm as experts in accounting and auditing.
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. 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 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 up
to 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 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.
There are no ongoing negotiations or discussions concerning the
issuance of any Preferred Stock. The Class A, B C and D Preferred
Stock was previously issued and are now fully retired. Currently, we
have no intention of issuing any other class of Preferred Stock.
Reports to Shareholders
We will issue annual reports to our shareholders examined by
independent auditors as soon as practicable at the end of each fiscal
year. The Company will also issue quarterly reports to our
shareholders.
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.
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 Company pursuant to the
foregoing provisions 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 directors, officers or
controlling persons 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.
<PAGE>
===================================================================
No one (including any salesman or broker) is authorized to provide
oral or written information about this offering that is not included
in this Prospectus.
TABLE OF CONTENTS
Page
Where You Can Find More Information . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . .11
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Description of Securities. . . . . . . . . . . . . . . . . . . . . .12
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .12
Until November , 1999, 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.
1,871,116 Shares
of Common Stock
($.001 Par Value)
CANTERBURY INFORMATION
TECHNOLOGY, INC.
===================
P R O S P E C T U S
===================
November , 1999
=====================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by
the Company in connection with the offering described in this
Registration Statement:
Securities and Exchange Commission Registration Fee $ 1,550.00
Legal Fees and Expenses $20,450.00*
Accounting Fees and Expenses $ 3,000.00*
-----------
Total Expenses $25,000.00
===========
____________________
* Estimated.
The Company is to pay all reasonable legal and accounting fees and
filing and registration fees applicable to this Registration Statement.
The selling shareholder is to pay all commissions, transfer taxes and
those fees and expenses of counsel as retained by the selling
shareholder.
Item 15. Indemnification of Directors and Officers.
The Company is a Pennsylvania corporation.
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.
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.
3.1 Restated Certificate of Incorporation of the Registrant *
3.2 Bylaws of the Registrant **
5 Opinion of Levy & Levy, P.A.
10.6 Subscription Agreement dated April 29, 1999 between Swiss Medical
Products Corp. and the Registrant for Private Placement
10.7 Subscription Agreement dated April 23, 1999 between F.M.S.
Distributors, Inc.and the Registrant for Private Placement. The
stock was subsequently sold to Floridinos, Inc. by F.M.S.
Distributors, Inc.
10.8 Subscription Agreement dated April 26, 1999 between Vivie Matheos
and the Registrant for Private Placement
10.9 Subscription Agreement dated April 26, 1999 between Basbun Food
Corp. and the Registrant for Private Placement
10.10 Subscription Agreement dated April 29, 1999 between OPI
Products (Far East) Ltd., LLC and the Registrant for Private
Placement
10.11 Subscription Agreement dated April 26, 1999 between Rockets
Red Glare, Inc. and the Registrant for Private Placement.
10.12 Subscription Agreement dated April 26, 1999 between Empresas
Flagler and the Registrant for Private Placement.
10.13 Subscription Agreement dated September 14, 1999 between Chivas
Holdings, Ltd. and Registrant for Private Placement.
10.14 Subscription Agreement dated October 25, 1999 between Chivas
Holdings, Ltd. and the Registrant for Private Placement
10.15 Asset Purchase Agreement between U.S. Communications, Inc.,
Condor Technology Solutions, Inc., USC/Canterbury Corp. and
the Registrant***
23.1 Consent of Levy & Levy, P.A. (included in the opinion under
Exhibit 5)
24.1 Consent of Ernst & Young LLP
* Incorporated by reference from Exhibit 3(e) in the Annual Report and
Definitive Proxy Materials for the 1997 Annual Shareholders Meeting for
fiscal year ended November 30, 1997 filed with the SEC on September 9,
1998.
** Incorporated by reference from the like-numbered exhibit to Form S18
Registration Statement, SEC. File No. 33-6381 filed on July 18, 1986.
*** Incorporated by reference from Exhibit 99.1 in the Form 10-Q for the
quarter ended August 31, 1999 filed with the SEC on October 20, 1999.
Item 17. Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, to the extent that the information required
to be included in the post-effective amendment is not contained in
periodic reports filed by the Company with or furnished to the SEC
pursuant to Section 13 or Section 15(d)of the Securities Exchange Act of
1934 and incorporated by reference herein;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, to the extent that the information
required to be included in the post-effective amendment is not contained
in periodic reports filed by the Company with or furnished to the SEC
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 and incorporated by reference herein; and
(iii) 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered
that remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 director, officer or controlling person 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
Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Medford, State of
New Jersey on this 18th day of March, 1999.
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, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
/s/Stanton M. Pikus President, Chief Executive October 29, 1999
Stanton M. Pikus Officer, Director
/s/Kevin J.McAndrew Executive Vice President, Treasurer, October 29, 1999
Kevin J. McAndrew Chief Financial Officer, Director
/s/Alan Manin Director October 29, 1999
Alan Manin
/s/Jean Zwerlein Pikus Vice President, Operations; October 29, 1999
Jean Zwerlein Pikus Secretary; Director
/s/Stephen M. Vineberg Director October 29, 1999
Stephen M. Vineberg
/s/Paul L. Shapiro Director October 29, 1999
Paul L. Shapiro
/s/Frank Capiello Director October 29, 1999
Frank Capiello
<PAGE>
EXHIBIT INDEX
5.1 Opinion and Consent of Levy & Levy, P.A., Securities Counsel for
Registrant
10.6 Subscription Agreement dated April 29, 1999 between Swiss Medical
Products Corp. and the Registrant for Private Placement
10.7 Subscription Agreement dated April 23, 1999 between F.M.S.
Distributors, Inc.and the Registrant for Private Placement. These
shares were subsequently sold to Florindinos, Inc. by F.M.S.
Distributors, Inc.
10.8 Subscription Agreement dated April 26, 1999 between Vivie Matheos and
the Registrant for Private Placement
10.9 Subscription Agreement dated April 26, 1999 between Basbun Food Corp.
and the Registrant for Private Placement
10.10 Subscription Agreement dated April 29, 1999 between OPI Products
(Far East) Ltd., LLC and the Registrant for Private Placement
10.11 Subscription Agreement dated April 26, 1999 between Rockets Red
Glare, Inc. and the Registrant for Private Placement.
10.12 Subscription Agreement dated April 26, 1999 between Empresas
Flagler and the Registrant for Private Placement.
10.13 Subscription Agreement dated September 14, 1999 between Chivas
Holdings, Ltd. and the Registrant for Private Placement.
10.14 Subscription Agreement dated October 25, 1999 between Chivas
Holdings, Ltd. and the Registrant for Private Placement
10.15 Asset Purchase Agreement between U.S. Communications, Inc., Condor
Technology Solutions, Inc., USC/Canterbury Corp. and the
Registrant.
24.1 Consents of Ernst & Young LLP, Independent Auditors.
</TABLE>
EXHIBIT 5.1
OPINION AND CONSENT OF LEVY & LEVY, P.A.
<PAGE>
Levy & Levy, P.A.
Plaza 1000, Suite 309
Voorhees, New Jersey 08043
(609) 7519494
(609) 751-9779 FAX
October 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Canterbury Information Technology, Inc.
Ladies and Gentlemen:
We have acted as counsel for Canterbury Information Technology, Inc., a
Pennsylvania corporation ("the Company"), in connection with the registration
by the Company of up to an aggregate of 1,871,116 shares of the Company's
common stock, without par value (the "Common Stock"), for the account of
certain security holders of the Company (the "Registration") as described in
the Company's Registration Statement on Form S-3 (the "Registration
Statement") being filed this date under the Securities Act of 1933, as
amended.
In connection with the following opinion, we have reviewed the
Registration Statement and are familiar with the action taken by the Company
to date with respect to the approval and authorization of the Registration.
We have examined originals, or copies, certified or otherwise authenticated
to our satisfaction, of such corporate records of the Company, agreements and
other instruments, certificates of public officials, officers and
representatives of the Company and such other documents as we have deemed
necessary as a basis for the opinion hereinafter expressed. We are
furnishing this opinion in
connection with the filing of the Registration Statement.
Based upon the foregoing, we are of the opinion that, upon the
effectiveness of the Registration Statement, the shares of Common Stock
proposed to be registered by the Company under the Registration Statement
will be, when sold, validly issued, fully paid and non-assessable. We
hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Very truly yours,
LEVY & LEVY, P.A.
By: /s/ William N. Levy
_________________________
William N. Levy, Esq.
EXHIBIT 10.6
SUBSCRIPTION AGREEMENT DATED APRIL 29, 1999
BETWEEN SWISS MEDICAL PRODUCTS CORP.
AND THE REGISTRANT
FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 100,000
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 71,000,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
<PAGE>
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 29th day of April, 1999.
SWISS MEDICAL PRODUCTS CORP. /s/Alan R. Sporn, President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
27752 Greenfield Drive
Laguna Hills, CA. 92653
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 29, 1999
EXHIBIT 10.7
SUBSCRIPTION AGREEMENT DATED APRIL 23, 1999
BETWEEN F.M.S. DISTRIBUTORS, INC.
AND THE REGISTRANT
FOR PRIVATE PLACMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 138,732
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 98,500,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 23rd day of April, 1999.
F.M.S. DISTRIBUTORS, INC. /s/Frank Dolney, President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
8700 N.W. 47 Drive
Coral Spings, FL. 33067
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 23, 1999
THE ABOVE SHARES WERE SUBSEQUENTLY SOLD BY F.M.S. DISTRIBUTORS,
INC. TO: FLORINDINOS, INC., 2 East 23rd Street, New York, New
York 10010, on May 24, 1999.
EXHIBIT 10.8
SUBSCRIPTION AGREEMENT DATED APRIL 26, 1999
BETWEEN VIVIE MATHEOS
AND THE REGISTRANT
FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 100,000
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 71,000 ,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 26th day of April, 1999.
VIVIE MATHEOS /s/VIVIE MATHEOS
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
23-17 41st Street
Astoria, LIC, New York 11105
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 26, 1999
EXHIBIT 10.9
SUBSCRIPTION AGREEMENT DATED APRIL 26, 1999
BETWEEN BASBUN FOOD CORP.
AND THE REGISTRANT
FOR PRIVATE PLACMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 100,000
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 71,000 ,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 26th day of April, 1999.
BASBUN FOOD CORP. /s/George Pirgousis, President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
771 Broadway
New York, New York 10003
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 26, 1999
EXHIBIT 10.10
SUBSCRIPTION AGREEMENT DATED APRIL 29, 1999
BETWEEN OPI PRODUCTS (FAR EAST) LTD., LLC
AND THE REGISTRANT
FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 100,000
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 71,000 ,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 29th day of April, 1999.
OPI PRODUCTS (FAR EAST) LTD., LLC. /s/Alan R. Sporn, President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
27752 Greenfield Drive
Laguna Hills, California 92653
Address
Name of Co-subscriber (Print Name) Authorized Signature of
Co-subscriber
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 29, 1999
EXHIBIT 10.11
SUBSCRIPTION AGREEMENT DATED APRIL 26, 1999
BETWEEN ROCKETS RED GLARE, INC.
AND THE REGISTRANT
FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 100,000
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 71,000 ,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 26th day of April, 1999.
ROCKETS RED GLARE, INC. /s/Marcella ,
President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
950 Broadway
New York, New York 10010
Address
Name of Co-subscriber (Print Name) Authorized Signature of
Co-subscriber
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 26, 1999
EXHIBIT 10.12
SUBSCRIPTION AGREEMENT DATED APRIL 26, 1999
BETWEEN EMPRESAS FLAGLER, S.A.
AND THE REGISTRANT
FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$.71 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated April 9, 1999 of Canterbury
Information Technology, Inc., a Pennsylvania Corporation (the "Company"),
(the Confidential Offering Memorandum or Memorandum). The Memorandum relates
to the private placement of a maximum of 1,000,000 shares of common stock
(the "Shares") of the Company being offered herewith. The Company is
offering the Shares on the terms and in the manner described in the
Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 211,268
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $ 150,000,
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 350,000 shares ($210,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 350,000 shares have not been
sold by April 20, 1999, then the proceeds in an amount equal to the amount
tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned.
The undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2) of
the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or reviewed
by the Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state. All
documents, records and books pertaining to this investment have been made
available to the undersigned and his representatives, including without
limitation his attorney and/or his accountant, and that the books and records
of the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business. In addition the undersigned hereby represents and warrants as
follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was not
organized or reorganized for the specific purpose of
acquiring Shares, and
(iii) The undersigned has the full power and authority to
execute this Subscription Agreement on behalf of
such entity and to make the representations and
warranties made herein on its behalf and this
investment in the Company has been affirmatively
authorized by the governing board of such entity
and is not prohibited by the governing documents of
the entity; and
(iv) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is
defined in Rule 501 of Regulation D under the Act.
The foregoing representations and warranties and undertakings, are made
by the undersigned with the intent that they be relied upon in determining
his suitability as a purchaser of the Shares and the undersigned hereby
agrees that such representations and warranties shall survive his purchase of
the Shares. By executing this Agreement, the undersigned represents that he
has read and acknowledged each of the representations set forth above.
If more than one person is signing this Agreement, each representation
and warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required as
of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior
to all the issuance and sale of the Shares has been, or prior to the Closing
of the sale of the Shares, will have been taken; the Shares will conform to
the descriptions thereof in the Memorandum; and the Shares, when issued and
sold in accordance with the Memorandum for the consideration expressed
therein shall be duly and validly issued, and, in the case of the Common
Stock, fully paid and nonassessable and free of preemptive rights. The
Shares have been duly and validly authorized by proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or assign
this Agreement, or any portion of his interest herein, and further agrees
that the assignment and transfer of the Shares acquired pursuant hereto shall
be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned made
hereunder and that this Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under
Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned
at the address set forth below or to the Company at the address set forth
above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right to
review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the Company
represents that the representations of the Company contained in Section 4
hereof are true and accurate as of the date of this Subscription Agreement
and shall be true and accurate as of the Closing Date and shall survive the
Closing. If, in any respect, such representations, warranties and
acknowledgments shall not be true and accurate prior to the Closing Date, the
undersigned, or the Company, as the case may be, shall give immediate written
notice of such fact to the Company, in the case of representations,
warranties and acknowledgments of the undersigned in the case of the
representations, warranties and acknowledgments of the Company, as
applicable, specifying which representations, warranties and acknowledgments
are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations and warranties
contained in Section 3 hereof, and he hereby agrees to indemnify and hold
harmless the Company and its officers and directors from and against any and
all loss, damage or liability (including costs and reasonable attorney fees)
due to or arising out of a breach of any representation, warranty or
acknowledgment of the undersigned contained in this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his attorney
and/or accountant and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
this 29th day of April, 1999.
EMPRESAS FLAGLER, S.A. /s/John Peters, President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
#9 Caprice W. Bay Street
Bahamas
Address
Name of Co-subscriber (Print Name) Authorized Signature of
Co-subscriber
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: April 26, 1999
EXHIBIT 10.13
SUBSCRIPTION AGREEMENT DATED SEPTEMBER 14, 1999
BETWEEN CHIVAS HOLDINGS, LTD.
AND REGISTRANT FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$1.0625 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed a
copy of the Private Placement Memorandum dated September 14, 1999 of
Canterbury Information Technology, Inc., a Pennsylvania Corporation (the
"Company"), (the Confidential Offering Memorandum or Memorandum). The
Memorandum relates to the private placement of a maximum of 470,590 shares
of common stock (the "Shares") of the Company being offered herewith. The
Company is offering the Shares on the terms and in the manner described in
the Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase 188,236
Shares. Except as provided immediately below, the undersigned tenders
herewith a check (the "Check") or wire transfer in an amount of $200,000
payable to the order of "Levy & Levy, P.A. Attorney Trust Account". At the
sole discretion of the Company, the Company may allow less than $100,000 of
shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A., Plaza
1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609) 751-9494.
After the minimum of 188,236 shares ($200,000) has been sold prior to the
termination date, a Closing shall occur upon receipt of good funds and
acceptance of the undersigned's offer to purchase the number of Shares set
forth herein (the date on which the undersigned's offer to purchase shares is
accepted being the "Closing Date"). The Company must also deliver stock
certificates within ten business days of the Closing. If this subscription
is rejected by the Company, or the minimum of 188,236 shares have not been
sold by September 17, 1999, then the proceeds in an amount equal to the
amount tendered by the investor shall be promptly returned in full to the
undersigned, without interest, and this Agreement shall be rendered by the
Company null and void and of no further force or effect.
2. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned. The
undersigned understands that the Shares are being offered and sold pursuant
to the exemption from registration provided for in Section 4(2) of the
Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation
D promulgated thereunder. The undersigned further understands that he is
purchasing the Shares without being furnished any offering literature or
prospectus other than the Memorandum, that no documents relating to this
private placement as such have been filed with or reviewed by the Securities
and Exchange Commission or by any administrative agency charged with the
administration of the securities laws of any state. All documents, records
and books pertaining to this investment have been made available to the
undersigned and his representatives, including without limitation his
attorney and/or his accountant, and that the books and records of the Company
will be available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business. In addition
the undersigned hereby represents and warrants as follows:
(a) The undersigned (X) if an individual (I) is a citizen of the
United States, and at least 21 years of age, and (ii) is a
bonafide permanent resident of and is domiciled in the State
set forth on the signature page hereof and has no present
intention of becoming a resident of any other State or
jurisdiction, or (Y) if a partnership, trust, corporation or
other entity, has a principal place of business and is
domiciled in the State as set forth on the signature page
thereof and has no present intention of changing its principal
place of business or its domicile to any other state or
jurisdiction;
(b) The undersigned has read and fully considered the section in
the Memorandum entitled "Risk Factors" and understands that
shares are extremely speculative investments with a high
degree of risk of loss, and there will be no public market for
the Shares and it may not be possible to liquidate an
investment in the Shares; Common stock has not been registered
under the Act or State Securities Laws and may not be sold
until such Common Stock is registered under the Act or an
exemption from such registration is available.
(c) The undersigned is able (i) to bear the economic risk of this
investment, (ii) to hold the Shares indefinitely, and (iii)
presently to afford a complete loss of this investment; the
undersigned has adequate means of providing for current needs
and personal contingencies, and has no need for liquidity in
this investment;
(d) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the
merits and risks of an investment in the Shares and of making
informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon independent
investigations made by him/her and/or by his/her
representatives, including his own professional tax and other
advisors, and that he and such representatives and advisors
have been given the opportunity to ask questions of, and to
receive answers from, officers of the Company and Counsel to
the Company concerning the terms and conditions of this
offering, and to obtain any additional information, to the
extent such persons possess such information or can acquire it
without unreasonable effort or expense, necessary to verify
the accuracy of the information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by the
undersigned in good faith solely for his/her own personal
account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; the undersigned has no contract
or arrangement with any person to sell, transfer or pledge to
any person the Shares or any part thereof, any interest
therein or any rights thereto; the undersigned has no present
plans to enter into any such contract or arrangement; and
he/her understands that as a result he/she must bear the
economic risk of the investment for an indefinite period of
time because the Shares have not been registered under the Act
and, therefore, cannot be sold unless they are subsequently
registered under the Act or an exemption from such
registration under the Act is available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed herein
and therein are forward-looking statements under the federal
securities laws that involve risks and uncertainties,
including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product
constraints or difficulties, the results of financing efforts,
actual purchases under agreements, the effect of the Company's
accounting policies, and other risks detailed in the company's
SEC Documents. Actual results could differ materially from
those estimated or anticipated in these forward-looking
statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend, until
the common shares are registered, on the stock certificates
evidencing the Shares being purchased, which legend shall be
in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY
ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS
THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE
WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT
REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
THE RULES AND REGULATIONS THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined in
Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
ONLY: If the undersigned is a partnership, corporation,
trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the individual
executing this Agreement to act on its behalf (i.e., if
a trust, a copy of the trust agreement; if a corporation,
a certified corporation resolution authorizing the
signature and a copy of the articles of incorporation; or
if a partnership, a copy of the partnership agreement),
(ii) The undersigned represents and warrants that it was
not organized or reorganized for the specific purpose
of acquiring Shares, and
(iii) The undersigned has the full power and authority
to execute this Subscription Agreement on behalf
of such entity and to make the representations
and warranties made herein on its behalf and
this investment in the Company has been
affirmatively authorized by the governing board
of such entity and is not prohibited by the
governing documents of the entity; and
(iv) The undersigned represents that he is an
"institutional investor" or "accredited investor," as
such term is defined in Rule 501 of Regulation D under
the Act.
The foregoing representations and warranties and undertakings, are
made by the undersigned with the intent that they be relied upon in
determining his suitability as a purchaser of the Shares and the
undersigned hereby agrees that such representations and warranties shall
survive his purchase of the Shares. By executing this Agreement, the
undersigned represents that he has read and acknowledged each of the
representations set forth above.
If more than one person is signing this Agreement, each
representation and warranty and undertaking made herein shall be a joint
and several representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of
the Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required
as of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement
and to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company
prior to all the issuance and sale of the Shares has been, or prior to the
Closing of the sale of the Shares, will have been taken; the Shares will
conform to the descriptions thereof in the Memorandum; and the Shares,
when issued and sold in accordance with the Memorandum for the
consideration expressed therein shall be duly and validly issued, and, in
the case of the Common Stock, fully paid and nonassessable and free of
preemptive rights. The Shares have been duly and validly authorized by
proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or
assign this Agreement, or any portion of his interest herein, and further
agrees that the assignment and transfer of the Shares acquired pursuant
hereto shall be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned
made hereunder and that this Agreement shall survive the death or
disability of the undersigned and shall be binding upon the undersigned's
heirs, executors, administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations,
warranties, acknowledgments or agreements made herein by the undersigned,
the undersigned does not hereby or in any other manner waive any rights
granted to him under Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the
undersigned at the address set forth below or to the Company at the
address set forth above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right
to review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the
Company represents that the representations of the Company contained in
Section 4 hereof are true and accurate as of the date of this Subscription
Agreement and shall be true and accurate as of the Closing Date and shall
survive the Closing. If, in any respect, such representations, warranties
and acknowledgments shall not be true and accurate prior to the Closing
Date, the undersigned, or the Company, as the case may be, shall give
immediate written notice of such fact to the Company, in the case of
representations, warranties and acknowledgments of the undersigned in the
case of the representations, warranties and acknowledgments of the
Company, as applicable, specifying which representations, warranties and
acknowledgments are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he
understands the meaning and legal consequences of the representations and
warranties contained in Section 3 hereof, and he hereby agrees to
indemnify and hold harmless the Company and its officers and directors
from and against any and all loss, damage or liability (including costs
and reasonable attorney fees) due to or arising out of a breach of any
representation, warranty or acknowledgment of the undersigned contained in
this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his
attorney and/or accountant and that the books and records of the Company
will be available upon reasonable notice for inspection by investors
during reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this
Agreement this 14th day of September, 1999.
Chivas Holdings, Ltd. /S/Iain H.T. Brown , President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
#3 Nautica, The Grove
P.O. Box CB11728 Nassau, Bahamas
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: September 14, 1999
EXHIBIT 10.14
SUBSCRIPTION AGREEMENT DATED OCTOBER 28, 1999
BETWEEN CHIVAS HOLDINGS, LTD.
AND REGISTRANT FOR PRIVATE PLACEMENT
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
$1.0625 Per Share
Canterbury Information Technology, Inc.
1600 Medford Plaza
Route 70 and Hartford Road
Medford, NJ 08055
Gentlemen:
The undersigned acknowledges that he or she has received and reviewed
a copy of the Private Placement Memorandum dated September 14, 1999 of
Canterbury Information Technology, Inc., a Pennsylvania Corporation (the
"Company"), (the Confidential Offering Memorandum or Memorandum). The
Memorandum relates to the private placement of a maximum of 470,590
shares of common stock (the "Shares") of the Company being offered
herewith. The Company is offering the Shares on the terms and in the
manner described in the Memorandum.
It is understood that, upon the acceptance by the Company of the
undersigned's offer to purchase the number of Shares set forth herein, the
undersigned will receive a copy of this executed Subscription Agreement
executed on behalf of the Company.
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for and agrees to purchase
282,353 Shares. Except as provided immediately below, the undersigned
tenders herewith a check (the "Check") or wire transfer in an amount of
$300,000 payable to the order of "Levy & Levy, P.A. Attorney Trust
Account". At the sole discretion of the Company, the Company may allow
less than $100,000 of shares to be purchased by an individual investor.
The Check or wire transfer and this Subscription Agreement that is
Exhibit A to the Memorandum should be delivered to Levy & Levy, P.A.,
Plaza 1000, Suite 309, Main Street, Voorhees, New Jersey, 08043, (609)
751-9494. After the minimum of 188,236 shares ($200,000) has been sold
prior to the termination date, a Closing shall occur upon receipt of good
funds and acceptance of the undersigned's offer to purchase the number of
Shares set forth herein (the date on which the undersigned's offer to
purchase shares is accepted being the "Closing Date"). The Company must
also deliver stock certificates within ten business days of the Closing.
If this subscription is rejected by the Company, or the minimum of 188,236
shares have not been sold by September 17, 1999, then the proceeds in an
amount equal to the amount tendered by the investor shall be promptly
returned in full to the undersigned, without interest, and this Agreement
shall be rendered by the Company null and void and of no further force or
effect.
2. Acceptance of Subscription. The undersigned understands and
agrees that this subscription is made subject to the following terms and
conditions:
(a) The Company shall have the right to reject this subscription, in
whole or in part; and
(b) The Company shall have no obligation to accept subscriptions for
Shares in the order received.
3. Representations and Warranties of the Undersigned. The
undersigned understands that the Shares are being offered and sold
pursuant to the exemption from registration provided for in Section 4(2)
of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of
Regulation D promulgated thereunder. The undersigned further understands
that he is purchasing the Shares without being furnished any offering
literature or prospectus other than the Memorandum, that no documents
relating to this private placement as such have been filed with or
reviewed by the Securities and Exchange Commission or by any
administrative agency charged with the administration of the securities
laws of any state. All documents, records and books pertaining to this
investment have been made available to the undersigned and his
representatives, including without limitation his attorney and/or his
accountant, and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of business. In addition
the undersigned hereby represents and warrants as follows:
(a) The undersigned (X) if an individual (I) is a citizen of
the United States, and at least 21 years of age, and (ii)
is a bonafide permanent resident of and is domiciled in the
State set forth on the signature page hereof and has no
present intention of becoming a resident of any other State
or jurisdiction, or (Y) if a partnership, trust,
corporation or other entity, has a principal place of
business and is domiciled in the State as set forth on the
signature page thereof and has no present intention of
changing its principal place of business or its domicile to
any other state or jurisdiction;
(b) The undersigned has read and fully considered the section
in the Memorandum entitled "Risk Factors" and understands
that shares are extremely speculative investments with a
high degree of risk of loss, and there will be no public
market for the Shares and it may not be possible to
liquidate an investment in the Shares; Common stock has not
been registered under the Act or State Securities Laws and
may not be sold until such Common Stock is registered under
the Act or an exemption from such registration is
available.
(c) The undersigned is able (i) to bear the economic risk of
this investment, (ii) to hold the Shares indefinitely, and
(iii) presently to afford a complete loss of this
investment; the undersigned has adequate means of providing
for current needs and personal contingencies, and has no
need for liquidity in this investment;
(d) The undersigned has such knowledge and experience in
financial and business matters that he/she is capable of
evaluating the merits and risks of an investment in the
Shares and of making informed investment decision;
(e) The undersigned confirms that, in making his decision to
purchase the Shares, he/she has relied solely upon
independent investigations made by him/her and/or by
his/her representatives, including his own professional tax
and other advisors, and that he and such representatives
and advisors have been given the opportunity to ask
questions of, and to receive answers from, officers of the
Company and Counsel to the Company concerning the terms and
conditions of this offering, and to obtain any additional
information, to the extent such persons possess such
information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of the
information set forth in the Memorandum;
(f) The Shares hereby subscribed for are being acquired by
the undersigned in good faith solely for his/her own
personal account, for investment purposes only, and are not
being purchased for resale, resyndication, distribution,
subdivision or fractionalization thereof; the undersigned
has no contract or arrangement with any person to sell,
transfer or pledge to any person the Shares or any part
thereof, any interest therein or any rights thereto; the
undersigned has no present plans to enter into any such
contract or arrangement; and he/her understands that as a
result he/she must bear the economic risk of the investment
for an indefinite period of time because the Shares have
not been registered under the Act and, therefore, cannot be
sold unless they are subsequently registered under the Act
or an exemption from such registration under the Act is
available.
(f-1) The Purchaser acknowledges that, except for the historical
material contained herein or in the Securities and Exchange
Commission ("SEC") documents attached as Exhibits to the
Memorandum (the "SEC Documents"), the matters disclosed
herein and therein are forward-looking statements under the
federal securities laws that involve risks and
uncertainties, including, but not limited to, product
demand and market acceptance risks, the effect of economic
conditions, the impact of competitive products and pricing,
product constraints or difficulties, the results of
financing efforts, actual purchases under agreements, the
effect of the Company's accounting policies, and other
risks detailed in the company's SEC Documents. Actual
results could differ materially from those estimated or
anticipated in these forward-looking statements.
(f-2) The Purchaser is a resident of the state set forth on the
signature page hereto.
(g) The undersigned consents to the placement of a legend,
until the common shares are registered, on the stock
certificates evidencing the Shares being purchased, which
legend shall be in a form substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR
OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE
COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION
CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE
HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR
INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE
OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE
WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS
THEREUNDER.";
(g-1) The undersigned represents that he is an "institutional
investor" or "accredited investor," as such term is defined
in Rule 501 of Regulation D under the Act.
(h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER
ENTITIES ONLY: If the undersigned is a partnership,
corporation, trust or other entity;
(i) The undersigned has enclosed with this Agreement
appropriate evidence of the authority of the
individual executing this Agreement to act on its
behalf (i.e., if a trust, a copy of the trust
agreement; if a corporation, a certified corporation
resolution authorizing the signature and a copy of the
articles of incorporation; or if a partnership, a copy
of the partnership agreement),
(ii) The undersigned represents and warrants that it was
not organized or reorganized for the specific purpose
of acquiring Shares, and
(iii) The undersigned has the full power and authority
to execute this Subscription Agreement on behalf
of such entity and to make the representations
and warranties made herein on its behalf and
this investment in the Company has been
affirmatively authorized by the governing board
of such entity and is not prohibited by the
governing documents of the entity; and
(iv) The undersigned represents that he is an
"institutional investor" or "accredited investor," as
such term is defined in Rule 501 of Regulation D under
the Act.
The foregoing representations and warranties and undertakings, are
made by the undersigned with the intent that they be relied upon in
determining his suitability as a purchaser of the Shares and the
undersigned hereby agrees that such representations and warranties shall
survive his purchase of the Shares. By executing this Agreement, the
undersigned represents that he has read and acknowledged each of the
representations set forth above.
If more than one person is signing this Agreement, each
representation and warranty and undertaking made herein shall be a joint
and several representation, warranty or undertaking of each such person.
4. Representations and Warranties of the Company.
(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of
the Commonwealth of Pennsylvania. The Company has all requisite power and
authority, and all necessary authorizations, approvals and orders required
as of the date hereof to own its properties and conduct its business as
described in the Memorandum and to enter into this Subscription Agreement
and to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company
prior to all the issuance and sale of the Shares has been, or prior to the
Closing of the sale of the Shares, will have been taken; the Shares will
conform to the descriptions thereof in the Memorandum; and the Shares,
when issued and sold in accordance with the Memorandum for the
consideration expressed therein shall be duly and validly issued, and, in
the case of the Common Stock, fully paid and nonassessable and free of
preemptive rights. The Shares have been duly and validly authorized by
proper corporate authority.
5. Transferability. The undersigned agrees not to transfer or
assign this Agreement, or any portion of his interest herein, and further
agrees that the assignment and transfer of the Shares acquired pursuant
hereto shall be made only in accordance with all applicable laws.
6. Revocation. The undersigned agrees that he may not cancel,
terminate or revoke this Agreement or any agreement of the undersigned
made hereunder and that this Agreement shall survive the death or
disability of the undersigned and shall be binding upon the undersigned's
heirs, executors, administrators, successors and assigns.
7. No Waiver. Notwithstanding any of the representations,
warranties, acknowledgments or agreements made herein by the undersigned,
the undersigned does not hereby or in any other manner waive any rights
granted to him under Federal or state securities laws.
8. Miscellaneous.
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the
undersigned at the address set forth below or to the Company at the
address set forth above.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. Waiver of Suitability Standards. The Company reserves the right
to review the suitability of any person (or entity) as the Company deems
appropriate under applicable law.
10. Continuing Effect of Representations, Warranties and
Acknowledgments. The undersigned represents that representations and
warranties contained in Section 3 hereof of the undersigned and the
Company represents that the representations of the Company contained in
Section 4 hereof are true and accurate as of the date of this Subscription
Agreement and shall be true and accurate as of the Closing Date and shall
survive the Closing. If, in any respect, such representations, warranties
and acknowledgments shall not be true and accurate prior to the Closing
Date, the undersigned, or the Company, as the case may be, shall give
immediate written notice of such fact to the Company, in the case of
representations, warranties and acknowledgments of the undersigned in the
case of the representations, warranties and acknowledgments of the
Company, as applicable, specifying which representations, warranties and
acknowledgments are not true and accurate and the reasons therefor.
11. Indemnification. The undersigned acknowledges that he
understands the meaning and legal consequences of the representations and
warranties contained in Section 3 hereof, and he hereby agrees to
indemnify and hold harmless the Company and its officers and directors
from and against any and all loss, damage or liability (including costs
and reasonable attorney fees) due to or arising out of a breach of any
representation, warranty or acknowledgment of the undersigned contained in
this Subscription Agreement.
It is understood that all documents, records and books pertaining to
this investment have been made available to the undersigned and his
attorney and/or accountant and that the books and records of the Company
will be available upon reasonable notice for inspection by investors
during reasonable business hours at its principal place of business.
IN WITNESS WHEREOF, the undersigned has hereby executed this
Agreement this 28th day of October, 1999.
Chivas Holdings, Ltd. /S/Iain H.T. Brown , President
Name of Subscriber (Print Name) Authorized Signature of
Subscriber
#3 Nautica, The Grove
P.O. Box CB11728 Nassau, Bahamas
Address
AGREED TO AND ACCEPTED BY:
CANTERBURY INFORMATION TECHNOLOGY, INC.
By: /s/Stanton M. Pikus
Stanton M. Pikus, President
Dated: October 29, 1999
EXHIBIT 10.15
ASSET PURCHASE AGREEMENT
Incorporated by reference to Exhibit 99.1 on Form 10-Q for the quarter
ended August 31, 1999 filed with the SEC on extension on October 20, 1999.
EXHIBIT 24.1
CONSENT
OF
ERNST & YOUNG LLP, INDEPENDENT AUDITORS
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus of
Canterbury Information Technology, Inc. for the registration of 1,871,116
shares of its common stock and to the incorporation by reference therein
of our report dated February 26, 1999 (except for Notes 6 and 16, as to
which the date is March 12, 1999), with respect to the consolidated
financial statements of Canterbury Information Technology, Inc. included
in its Annual Report (Form 10-K) for the year ended November 30, 1998,
filed with the Securities and Exchange Commission.
/s/Ernst &Young LLP
Philadelphia, PA.
October 27, 1999
