<PAGE>
SCHEDULE 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (As Amended)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE
OF THE COMMISSION ONLY
(AS PERMITTED BY RULE
14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or (S)
Section 240.14a-12.
CANTERBURY INFORMATION TECHNOLOGY, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
- -----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:______________________________________
(2) Form, Schedule or Registration Statement No._________________
(3) Filing Party:________________________________________________
(4) Date Filed:__________________________________________________
<PAGE>
Canterbury Information Technology, Inc.
1600 Medford Plaza, Route 70 and Hartford Road
Medford, New Jersey 08055
P R O X Y S T A T E M E N T
Proxies, enclosed with this Proxy Statement, are requested by
the Board of Directors of Canterbury Information Technology, Inc.
for the Annual Meeting of Stockholders. The meeting is to be
held on October 7, 1999 at 10:00 a.m. at The Mansion on Main
Street, Plaza 3000 at the Mansion at Main Street, Voorhees, New Jersey.
Stockholders of record as of the close of business on August
5, 1999 will be entitled to vote at the meeting and any
adjournment of that meeting. As of that date, 8,702,296 shares
of common stock of Canterbury were outstanding and entitled to
one vote each. Execution of a proxy will not in any way affect a
stockholder's right to attend the meeting and vote in person.
Any shareholder submitting a proxy has the right to revoke it at
any time before it is exercised.
Any proxies that are sent in by stockholders may be revoked
before October 7, 1999 at 10:00 a.m. by mail or other deliveries
in writing, or by voice vote if the shareholder attends the
Annual Meeting in person.
The people named as attorneys in the proxies are either
Officers or Directors of Canterbury. With respect to the
election of a Board of Directors, shares represented by proxies
in the enclosed form, which are received, will be voted as
explained below under the heading Election of Directors. Where a
choice has been specified on the proxy with respect to a
proposal, the shares represented by the proxy will be voted in
accordance with the choice selected and will be votes FOR that
proposal if no specification is indicated.
Under Pennsylvania law, the presence of stockholders entitled
to cast at least a majority of the votes that all stockholders
are entitled to cast on a particular matter to be acted upon at a
meeting, constitutes a quorum for purposes of consideration and
action on a matter. Only stockholders indicating affirmative or
negative decision on a matter are treated as voting.
Abstentions, broker non-votes or mere absence or failure to vote
is not equivalent to a negative decision and will not count
toward a quorum, and if a quorum is otherwise present, effect the
outcome of a vote. A broker non-vote occurs when a broker
submits a proxy but does not have authority to vote a customer's
shares on one or more matters. The affirmative vote of the
holders of a majority of shares of common stock entitled to vote
at the annual meeting is required for approval of each of the
actions proposed to be taken at the Annual Meeting. If a
stockholders' meeting is called for the election of Directors and
is adjourned for lack of a quorum and another stockholders'
meeting is called, those stockholders entitled to vote who attend
the adjourned meeting, although less than a quorum as fixed under
Pennsylvania law or in the by-laws, shall be a quorum for the
purpose of electing Directors. If a meeting called to vote upon
any other matter than the election of Directors has been
adjourned for at least 15 days because of the absence of a
quorum, those stockholders entitled to vote who attend such
meeting, although less than a quorum as fixed under Pennsylvania
law or in the by-laws shall still constitute a quorum for purpose
of acting upon any matter set forth in the notice of meeting. If
the notice actually states that those stockholders who attend the
adjourned meeting shall nevertheless constitute a quorum for the
purpose upon acting on the matter, then the vote would be
binding.
Canterbury is not aware of any other matters to be presented
at the meeting. If any other matters are presented at the
meeting upon which it is proper to take a vote, shares
represented by all proxies received will be voted by and in the
judgment of the persons named as proxies.
An Annual Report containing summary financial statements is
enclosed with, but not as a part of, this Proxy Statement. Form
10-K report for the fiscal year ended November 30, 1998 as filed
with the SEC, including complete financial statements audited by
Ernst & Young, LLP, as well as Canterbury's Form 10-Q report for
the period ended May 31, 1999 are available upon request.
The first date that this Proxy Statement and proxy material
were sent to the stockholders was September 3, 1999.
Proposal No. 1 - ELECTION OF DIRECTORS
Seven Directors are to be elected at the meeting, each to
serve until the next Annual Meeting and until his or her
successor shall have been elected and qualified. Each of the
nominees named in the following pages is presently a member of
the Board of Directors. In case any of the nominees should
become unavailable for election, for any reason not presently
known or contemplated, the persons named on the proxy card will
have discretionary authority to vote.
NOMINEES FOR DIRECTORS
Director
Name Age Since Principal Occupation
- ---------------------------------------------------------------------
Stanton M. Pikus 59 1981 President, Chief Executive
Officer,and Chairman of the
Board of Directors
Kevin J. McAndrew 41 1990 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer
Jean Zwerlein Pikus 46 1984 Vice President-Operations,
Secretary
Alan B. Manin* 62 1981 President, Atlantis
Stephen M. Vineberg* 58 1988 President, CMQ, Inc.
Paul L. Shapiro* 48 1992 Manager, McKesson Drug Co.
Frank A. Cappiello* 73 1995 Mutual Fund Money Manager,
Closed-End Fund Advisors, Inc.
* Independent Directors
BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS
STANTON M. PIKUS, President, Chief Executive Officer and
Chairman of the Board of Directors, was a founder of Canterbury
(1981). He graduated from The Wharton School of the University
of Pennsylvania (B.S., Economics and Accounting) in 1962. From
1968 until 1984 he had been President and majority stockholder of
Brown, Bailey and Pikus, Inc., a mergers and acquisitions
consulting firm that had completed more than twenty transactions.
In addition, Mr. Pikus has been retained in the past by various
small to medium-sized public companies in the capacity of an
independent financial consultant.
KEVIN J. McANDREW, CPA, Chief Operating Officer since
December, 1993; Executive Vice President and Chief Financial
Officer of Canterbury since June 21, 1987; Treasurer since
January, 1988; and Director since 1990. He is a graduate of the
University of Delaware (B.S. Accounting, 1980) and has been a
Certified Public Accountant since 1982. From 1980 to 1983 he was
an Auditor with the public accounting firm of Coopers & Lybrand
in Philadelphia. From 1984 to 1986 Mr. McAndrew was employed as
a Controller for a New Jersey based division of Allied Signal,
Inc.
JEAN ZWERLEIN PIKUS, Vice President of Human Resources and
Operations, Secretary, and Director since December 1, 1984. She
was employed by J. B. Lippincott Company, a publishing company,
from 1974 to 1983, where she was Assistant Personnel Manager and
also created its word processing center, and was responsible for
the day-to-day control of word processing and graphic services.
In 1984, Ms. Pikus graduated from The Wharton School of the
University of Pennsylvania (B.S., Accounting and Management, cum
laude).
ALAN B. MANIN, Director of Canterbury since its inception.
He is currently the President of Atlantis, a company which
provides motivational training to employees of Fortune 1000
companies. He is a graduate of Temple University (B.S., 1960;
M.Ed., 1966) and a founder of Canterbury (1981). He was a
teacher and Department Chairman in the Philadelphia School System
(1960-1966); a former Vice President and Director of Education
for Evelyn Wood Reading Dynamics (1966-1972); a former Director
of Northeast Preparatory School (1973); and President, Chief
Operating Officer and founder of Health Careers Academy, a
federally accredited (National Association of Trade and Technical
Schools) vocational school (1974-1979).
STEPHEN M. VINEBERG, a Director since 1988, is currently the
President and Chief Executive Officer of CMQ, Inc. Previously he
was a Vice President of Fidelity Bank, Philadelphia, where he was
Chief Operating Officer of the Data Processing, Systems and
Programming Divisions. Mr. Vineberg also directed a wholly owned
subsidiary of the bank that developed and marketed computer
software, operated a service bureau and coordinated all
electronic funds transfer activities.
PAUL L. SHAPIRO, a Director since December, 1992, has worked
for McKesson Drug Company for the past 15 years. From 1973
through 1975 he was Director of the Pennsylvania Security
Officers' Training Academy. In 1973, he graduated from York
College of Pennsylvania with a B.S. Degree in Police
Administration.
FRANK A. CAPPIELLO, a Director since April, 1995, is
President of an investment counseling firm: McCullough, Andrews
& Cappiello, Inc., that provides management of more than $1
billion of assets. He is Chairman of three no-load mutual funds;
Founder and Principal of Closed-End Fund Advisors, Inc.;
publisher of Cappiello's Closed-End Fund Digest; author of
several books and a regular panelist on "Wall Street Week with
Louis Rukeyser." For more than 12 years Mr. Cappiello was Chief
Investment Officer for an insurance holding company with overall
responsibility for managing assets of $800 million. Before that,
he was the Research Director of a major stock brokerage firm. He
is a graduate of the University of Notre Dame and Harvard
University's Graduate School of Business Administration.
RELATED TRANSACTIONS
Please be advised that the present Officers and Directors
have the following relationships and related transactions with
the Company.
In early 1993, the Company purchased key-man life insurance
policies on its corporate officers payable to Canterbury. The
amount and beneficiary of the key-man life insurance policies are
as follows:
Amount of
Corporate Officers Policy Beneficiary
- -------------------------------------------------------------
Stanton M. Pikus $1,000,000 Company
Kevin J. McAndrew $1,000,000 Company
Jean Z. Pikus $ 500,000 Company
Frank A. Cappiello was granted 33,334 options on January 30,
1995 which are not part of the 1987 Employee Stock Option Plan.
The options convert to restricted common stock and Mr. Cappiello
has five years from the date of grant to exercise these options.
In January, 1997 Mr. Cappiello purchased 33,334 shares of
Canterbury Information Technology, Inc. restricted common stock
at $1.41 per share. Mr. Cappiello also received 33,334 five year
stock options exercisable at $2.25 per share for his services, as
well as his membership on the Board for the next two years.
EXECUTIVE CASH COMPENSATION
The following table is a summary of cash compensation paid
by Canterbury for services rendered in fiscal 1996, 1997 and 1998
to the Chief Executive Officer and each of the other four most
highly-compensated Officers of Canterbury who received at least
$100,000 in total annual compensation.
Summary Compensation Table
<TABLE>
Name & Restricted Securities
Principal Other Annual Stock Underlying LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Awards($) Options/SAR(#) Payouts($) Compensation($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanton Pikus 1998 $202,500 $ - $ - $- $- $- $-
President, 1997 195,000 - - - - - -
1996 195,000 - - - - - -
Kevin McAndrew 1998 $127,788 - - - - - -
Chief Operating 1997 120,000 - - - - - -
Officer, 1996 120,000 - - - - - -
</TABLE>
(1) No other Executive Officers received in excess of $100,000 in
total annual compensation for the three-year period.
OPTION GRANTS
The following Executive Officers were granted five-year
stock options during fiscal 1998 from the 1995 Stock Incentive
Plan.
Percentage
of Total
Options
Stock Option Stock Option Granted in
Name Amount Price Fiscal 1998
- ---------------------------------------------------------------
Jean Z. Pikus 20,000 $1.375 18.93%
Kevin J. McAndrew 35,000 $1.375 10.81%
Stanton M. Pikus 50,000 $1.375 27.04%
The following Executive Officers were granted five-year
stock options after fiscal 1998 from the 1995 Stock Incentive
Plan.
Percentage
of Total
Options
Stock Option Stock Option Granted in
Name Amount Price Fiscal 1999
- ---------------------------------------------------------------
Jean Z. Pikus 45,000 $.531 11.61%
Kevin J. McAndrew 75,000 $.531 19.35%
Stanton M. Pikus 100,000 $.531 25.81%
AGGREGATED OPTION EXERCISES IN 1998
AND FISCAL YEAR-END 1998 OPTION VALUES
The following table provides information on option exercises
in fiscal 1998 by the Executive Officers and on the Executive
Officers' unexercised options at November 30, 1998. Included are
options granted under the 1987 Employee Stock Option Plan and the
1995 Stock Incentive Plan.
<TABLE>
Shares Number of Securities underlying Value of Unexercised In-The-Money
Acquired on Value Unexercised Options at Year-End 1998(#) Options at Year-End 1998(#)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Stanton M. Pikus 0 - 100,001 0 0 0
Kevin J. McAndrew 0 - 110,002 0 0 0
Jean Z. Pikus 0 - 43,335 0 0 0
</TABLE>
The following table provides information on option exercises
after fiscal 1998 by the Executive Officers and on the Executive
Officers' unexercised options as of July 30, 1999. Included are
options granted under the 1995 Stock Incentive Plan.
<TABLE>
Shares Number of Securities underlying Value of Unexercised In-The-Money
Acquired on Value Unexercised Options at Year-End 1998(#) Options at Year-End 1998(#)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Stanton M. Pikus 0 - 200,001 0 $109,400 0
Kevin J. McAndrew 0 - 151,668 0 $82,050 0
Jean Z. Pikus 0 - 88,335 0 $49,230 0
</TABLE>
Option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving Canterbury
the option holders must exercise within 30 days or lose the
options. These options exercise into restricted shares of
company stock.
EMPLOYMENT CONTRACTS
During fiscal 1997, Canterbury entered into an amended
employment agreement with the President. The term of the
agreement is five years and provides for a base salary of
$195,000 which began on December 1, 1995 with annual salary
increases of $25,000 in the second and third years and to remain
at $245,000 for the last two years of the contract. Also
included in the agreement are future incentives based on
Canterbury's performance. There is a bonus opportunity of 5% on
the first $500,000 of consolidated income before taxes and bonus
and 3% above $500,000. In conjunction with this contract, the
President agreed to a covenant not to compete with Canterbury
during his employment and for a period of one year after his
employment with Canterbury has terminated. For the year
ended November 30, 1996 the President waived his right to receive
any performance bonus earned and in exchange his contract was
extended for one year through 2001 at the same terms. For the
year ended November 30, 1998, the President waived his rights to
receive any performance bonus earned. As a subsequent matter, in
fiscal 1999 the President's employment contract was extended from
2001 to 2003 to provide continuity of senior management as well
as consideration for his waiver of contractual bonus opportunity
and salary increases in fiscal 1998.
Canterbury also amended the employment agreement with its
Executive Vice President and Chief Operating Officer during
fiscal 1997. The term of the agreement is five years and
provides for a base salary of $120,000 for fiscal 1997 and
increases of $15,000 per year for the next four years. Also
included in the agreement are future incentives based on
Canterbury's profitability. A bonus of $30,000 will be earned if
the consolidated income before income taxes of Canterbury's
exceeds $1,000,000. The bonus opportunity applies to each of the
five years of the contract. For the year ended November 30,
1996, the Executive Vice President waived his right to receive
any performance bonus earned and in exchange the contract was
extended to 2001 at the same terms. As a subsequent matter, in
fiscal 1999 the Executive Vice President's employment contract
was extended from 2001 to 2003 to provide continuity of senior
management as well as consideration for his waiver of contractual
bonus opportunity and salary increases in fiscal 1998.
COMMITTEES OF THE BOARD
The Board has established an Audit Committee, a Stock Option
Committee and a Compensation Committee. All three committees are
currently composed entirely of Independent Directors who are not
Officers of Canterbury (Frank A. Cappiello, Paul Shapiro and
Stephen Vineberg).
DIRECTORS' REMUNERATION
Directors receive no cash compensation for services as
Directors. The following Directors received five-year stock
options at market value during the 1998 fiscal year.
Stock Option Stock Option
Name Amount Price
-----------------------------------------------------
Stanton M. Pikus 50,000 $1.375
Kevin J. McAndrew 35,000 $1.375
Jean Z. Pikus 20,000 $1.375
Frank A. Cappiello 20,000 $1.375
Alan Manin 10,000 $1.375
Paul Shapiro 10,000 $1.375
Stephen Vineberg 10,000 $1.375
As a subsequent event in fiscal 1999 the following Directors
received five-year stock options at market value.
Stock Option Stock Option
Name Amount Price
-----------------------------------------------------
Stanton M. Pikus 100,000 $.531
Kevin J. McAndrew 75,000 $.531
Jean Z. Pikus 45,000 $.531
Frank A. Cappiello 35,000 $.531
Alan Manin 17,500 $.531
Paul Shapiro 17,500 $.531
Stephen Vineberg 17,500 $.531
The Company had 11 meetings of the Board of Directors during
the last full fiscal year. There was no incumbent who, during
the last full fiscal year, attended fewer than 100% of said
meetings.
PERFORMANCE GRAPH
The following graph demonstrates a comparison of Canterbury's
stockholder returns at each fiscal year end as of November 30
with shareholder returns on a broad market index, the Nasdaq
Stock Market (US), and a industry index, Nasdaq Non-Financial
Stocks. The comparison assumes $100.00 was invested on November
30, 1993 in the Company's common stock, the Nasdaq Stock Market
(US) and the Nasdaq Non-Financial Stocks.
COMPARISON OF CUMULATIVE TOTAL RETURN
D 300|
| ++++++
O 250| ++++ =====
| ++=+= ==
L 200| +=+
| +=+=+=+=
L 150| +=+=
| +=+=+=+=+=
A 100|+=*+=+=+=+= ****
| **** ****** **
R 50| ***** **
| *************
S 0| ******
|_________________________________________________***
1993 1994 1995 1996 1997 1998
Y E A R S
KEY:
+ - Nasdaq National (US)
= - Nasdaq Non-Financial
* - Canterbury
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ENTIRE
SLATE OF NOMINEES IN PROPOSAL NO. 1.
A majority vote of over 50% will be necessary to carry this
proposal.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
Shares Beneficially % Owned of
Name Owned on August 5, 1999 Company's Shares***
- ---------------------------------------------------------------
Stanton M. Pikus(a) 633,249(1) 6.56%
Kevin J. McAndrew 211,305(2) 2.19%
Jean Zwerlein Pikus (b) 124,808(3) 1.29%
Alan B. Manin 148,223(4) 1.53%
Stephen M. Vineberg 56,965(5) .59%
Paul L. Shapiro 49,003(6) .51%
Frank A. Cappiello 186,669(7) 1.93%
Glen Hukins 11,667(8) .12%
Gregory Lantz 11,667(9) .12%
Alan McGaffin(c) 313,524(10) 3.25%
- --------------------- --------- -------
All Officers, Directors and 5%
Stockholders as a group
(10 in number) 1,747,080 18.09%
========= =====
*** These percentages are calculated using total outstanding
shares and total options exercisable.
(a) Husband of Jean Z. Pikus, deemed to have beneficial interest
in the 124,808 owned by wife and 2,001 shares of Canterbury
common stock in the name of Matthew Zane Pikus with Stanton M.
Pikus as custodian.
(b) Wife of Stanton M. Pikus, deemed to have beneficial interest
in the 633,249 owned by husband.
(c) Husband of Pamela McGaffin, deemed to have beneficial
interest in 5,000 stock options exercisable at $.531 owned by
wife.
Listed below is a table delineating the Stock Options included
in the shares beneficially owned.
Name of Individual Options Date Granted Exercise Price
(1) Stanton M. Pikus 16,667 10/29/96 $3.09
33,334 01/13/97 $2.25
50,000 05/18/98 $1.38
100,000 12/04/98 $.53
(2) Kevin J. McAndrew,CPA 16,667 10/29/96 $3.09
16,667 01/13/97 $2.25
8,334 10/16/97 $3.56
35,000 05/18/98 $1.38
75,000 12/04/98 $.53
(3) Jean Zwerlein Pikus 8,334 10/29/96 $3.09
8,334 01/13/97 $2.25
6,667 10/16/97 $3.56
20,000 05/18/98 $1.38
45,000 12/04/98 $.53
(4) Alan Manin 3,334 10/29/96 $3.09
3,334 01/13/97 $2.25
10,000 05/18/98 $1.38
17,500 12/04/98 $.53
(5) Stephen Vineberg 2,500 08/16/94 $8.25
834 05/11/95 $8.25
3,334 07/24/95 $8.43
3,334 10/29/96 $3.09
8,334 01/13/97 $2.25
2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $.53
(6) Paul Shapiro 2,500 08/16/94 $8.25
834 05/11/95 $8.25
3,334 07/24/95 $8.43
3,334 10/29/96 $3.09
8,334 01/13/97 $2.25
2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $.53
(7) Frank A. Cappiello 33,334* 01/30/95* $6.00*
3,334 10/29/96 $3.09
33,334 01/13/97 $2.25
20,000 05/18/98 $1.38
35,000 12/04/98 $.53
(8) Glen Hukins 1,667 10/29/96 $3.09
10,000 12/04/98 $.53
(9) Gregory Lantz 1,667 10/29/96 $3.09
10,000 12/04/98 $.53
(10) Alan McGaffin 20,000 12/04/98 $.53
* Frank Cappiello's options are not part of the 1987 Employee
Stock Option Plan, but also convert to restricted common stock.
Mr. Cappiello has five years from the date of grant to exercise
these options.
Section 16(a) of the Securities Exchange Act of 1934 requires
Canterbury's executive officers, directors, and affiliates file
initial reports of ownership and reports of changes of ownership of
Canterbury's common stock with the Securities and Exchange
Commission. These executive officers, directors, and affiliates
are required to furnish Canterbury with copies of all Section 16(a)
forms that they file. Based solely on Canterbury's review of
Securities and Exchange Commission Forms 3, 4, and 5 submitted to
Canterbury, and written representations from these officers,
directors, and affiliates that no other reports were required, the
Company notes that all required forms were filed.
Proposal No. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit
Committee, has selected Ernst & Young, LLP, as independent
accountants for Canterbury Information Technology, Inc. for the
fiscal year ending November 30, 1999. Ernst & Young, LLP has been
the independent public accountants for Canterbury since 1984.
Representatives of Ernst & Young, LLP are expected to be
present at the Meeting and will have an opportunity to make a
statement if they desire to do so and will be available to respond
to appropriate questions. If the appointment of Ernst & Young, LLP
is not ratified, the Board of Directors will reconsider its
selection of auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 2.
A majority vote of over 50% will be necessary to carry this
proposal.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by
Canterbury. In addition to the use of the mails, proxies may be
solicited by regular employees of Canterbury, either personally or
by telephone or telegraph. Canterbury does not expect to pay any
compensation for the solicitation of proxies, but may reimburse
brokers and other persons holding shares in their names or in the
names of nominees for expenses in sending proxy materials to
beneficial owners and obtaining proxies from such owners.
OTHER MATTERS
This proxy contains forward looking statements. The actual
results might differ materially from those projected in the forward
looking statements. Additional information concerning factors that
could cause actual results to materially differ from those in
forward looking statements is contained in Canterbury Information
Technology, Inc.'s SEC filings, including periodic reports under
the Securities Exchange Act of 1934, as amended, copies of which
are available upon request from the Canterbury investor relations
department.
Respectfully submitted,
By: /s/ Jean Zwerlein Pikus
Jean Zwerlein Pikus
Vice President and Secretary
Dated: August 5, 1999
Stockholders who do not expect to be present at the meeting
and who wish to have their shares voted, are requested to make,
date
and sign the enclosed proxy and return it in the enclosed envelope.
No postage is required if it is mailed in the United States.
CANTERBURY
INFORMATION
TECHNOLOGY
INC.
1998 ANNUAL REPORT
CANTERBURY INFORMATION TECHNOLOGY, INC.
NASDAQ NATIONAL MARKET: CITI
<PAGE>
Dear Fellow Stockholders
In fiscal 1998, Canterbury reported a profitable year, earning ten
cents per share. This profitability was expected since we reported
in 1997 that we had recorded the final charges and reserves
associated with the reengineering of our Company and its
subsidiaries.
In fiscal 1998, Canterbury's net cash provided by continuing
operations was positive for the fourth consecutive year. For the
fiscal years ending November 30, 1995, 1996, 1997 and 1998,
Canterbury reported total cash flow from continuing operations in
excess of $4,800,000. This figure is net of dollars spent to
expand CALC/Canterbury's technical training and consulting
division and to begin to develop CALC Web University, which is
projected to begin offering training courses over the Internet by
the fourth quarter of fiscal 1999.
As of the close of fiscal 1998, Canterbury's net worth was
$16,599,786 and our total assets were $25,700,415. Our bank term
debt, which had been $8,300,000 as a result of our purchase of
CALC/Canterbury Corp. in June of 1994 had been reduced to
$1,221,000 as of November 30, 1998. (As of August 1, 1999 our bank
term debt had been further reduced to $385,125.)
Subsequent events:
* In January 1999, ATM/Canterbury Corp, a wholly owned subsidiary
of Canterbury Information Technology, Inc., announced that Bank of
America had signed a contract to purchase a corporate license for
Master Trak software, including the Easy Imaging module. Master
Trak is a barcode records management system developed by
ATM/Canterbury. Using Master Trak to track the physical movement
of loan files increases efficiencies, and allows for uniform
internal help desk support within corporate record centers as well
as entire organizations.
* In April of 1994, Canterbury announced that it was initiating an
aggressive acquisition search and that we would only consider profitable,
well-managed companies that would add to the products and services we
can offer or would match our existing expertise. Although we have not
consummated an acquisition since 1997, we are now in the position to
actively search for acquisition candidates in the information technology
sector.
* In May, 1999, Canterbury reported that its wholly owned
subsidiary CALC/Canterbury Corp. planned to roll out its own
Web-based training content to be delivered under the auspices of
CALC Web University. Interactive online content is scheduled to
be available as early as the fourth quarter of fiscal 1999.
Through CALC Web University, the various Canterbury companies
intend to design both technical and management based courses that
can be can be available to anyone, anywhere in the world over the
Internet.
The Canterbury Management Team and Canterbury Board of Directors
will continue to explore every viable opportunity to attempt to
increase shareholder value.
Respectfully submitted,
Stanton M. Pikus Kevin J. McAndrew
President Executive Vice President
August 5, 1999
Medford, NJ 08055
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Canterbury Information Technology, Inc.
We have audited the accompanying consolidated balance sheets of
Canterbury Information Technology, Inc. as of November 30, 1998
and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years
in the period ended November 30, 1998. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Canterbury Information Technology, Inc. at
November 30, 1998 and 1997, and the consolidated results of its
operations and cash flows for each of the three years in the
period ended November 30, 1998, in conformity with generally
accepted accounting principles.
Ernst & Young, LLP
Philadelphia, Pennsylvania
February 26, 1999
<PAGE>
Summary Financial Information as of November 30, 1998
Cash and cash equivalents $ 287,274
Accounts receivable, net 1,141,544
Prepaid and other current assets 1,985,269
--------------
Total current assets 3,414,087
Property and equipment net 2,323,996
Goodwill, net 8,993,805
Deferred income tax benefit 2,712,919
Other non-current assets 8,255,608
--------------
Total assets $ 25,700,415
==============
Accounts payable and accrued expenses $ 588,843
Income taxes payable 63,217
Unearned tuition income 954,128
Current portion, long-term debt 1,738,565
--------------
Total current liabilities 3,344,753
Long-term debt and deferred tax liability 5,755,876
Stockholders' equity
Total stockholders' equity $ 16,599,786
--------------
Total liabilities and stockholders' equity $ 25,700,415
==============
Years ended November 30, 1998 and 1997
1998 1997
---- ----
Net revenues $12,122,879 $12,423,452
Costs and expenses 6,695,276 7,104,803
------------- -----------
Gross profit 5,427,603 5,318,649
Selling 1,984,836 2,032,510
General and administrative 3,798,612 4,318,455
------------- -----------
Total operating expenses 5,783,448 6,350,965
Other income (expenses)
Interest income 861,424 607,178
Interest expense (394,925) (490,552)
Other 470,849 (517,956)
------------ -----------
Total other income (expenses) 937,348 (401,330)
Income (loss) before income taxes
and discontinued operations 581,503 (1,433,646)
Provision/(benefit) for income taxes - (501,776)
Income (loss) from continuing
operations 581,503 (931,870)
------------ -----------
Discontinued operations
Loss from discontinued operations
(less applicable income taxes
benefit of $298,224) - (1,536,047)
------------- -----------
Net income (loss) $ 581,503 $(2,467,917)
============= ===========
Please refer to Canterbury Information Technology, Inc. financial
statements in the November 30, 1998 Form 10-K Report, audited by
Ernst & Young, LLP, for footnotes, schedules and further
information.
Summary Financial Information as of November 30, 1998
Cautionary Statement
When used in this Report and in other public statements, both oral
and written, by the Company and Company officers, the word "estimates,"
"project," "intend," "believe," "anticipate," and similar expressions,
are intended to identify forward-looking statements regarding events
and financial trends that may affect the Company's future operating results
and financial position. Such statements are subject to risks and
uncertainties that could cause the Company's actual results and financial
position to differ materially. Such factors include, among others:
(1) the Company's success in attracting new business and success of its
mergers and acquisitions program; (2) the competition in the industry in
which the Company competes; (3) the Company's ability to obtain financing
on satisfactory terms; (4) the sensitivity of the Company's business to
general economic conditions; and (5) other economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices. The Company undertakes no
obligations to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the
date they are made or to reflect the occurrence of unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at November 30, 1998 was $69,000. This was a
reduction of $2,569,000 from the previous year. Two significant
factors caused this reduction. First, there was a
reclassification of $2,700,000 of deferred income tax benefit
from current to long term, to properly reflect the future
utilization of net operating loss carryforwards. Secondly, based
on the restructured loan agreement with Chase Bank, an additional
$865,000 of bank debt has been classified as current.
The Company's outstanding amounts owed under the term loan and
credit line with Chase Bank were due and payable at December 31,
1998. The Company and its lender have agreed to an extension of
these agreements through December 1, 1999 subject to satisfactory
documentation of the terms and conditions as agreed. The Company
will continue to use its best efforts to replace its primary
lender prior to that time.
Subsequent to November 30, 1998 the Company has paid $510,000 to
reduce its term loan from $1,221,000 to $711,000 as of March 12,
1999. The Agreement calls for the Company to make additional
payments in 1999 totaling $1,015,000 with the remaining balance
of $2,470,000 due December 1, 1999. The term debt and the
revolving credit line will accrue interest at prime plus 2.5% per
annum.
On March 10, 1999 the Company completed a Private Placement
Offering with non-affiliates for the issuance of 1,000,000 shares
of common stock and the issuance of 200,000 shares as a finders
fee, all with registration rights. The Company has received
proceeds of $600,000. The Company used $500,000 in proceeds to
repay amounts under the term loan. The remaining amounts are
intended to be used for further paydown of debt, general
corporate purposes and for working capital.
Management believes that positive cash flow contributions from
the Company's operating subsidiaries will be sufficient to cover
cash flow requirements for fiscal 1999. There was no material
commitment for capital expenditures as of November 30, 1998.
Inflation was not a significant factor in the Company's financial
statements.
Cash flow from continuing operations for the year ended November
30, 1998 was $406,125. This was the fourth consecutive year of
positive cash from continuing operations. During the year, the
Company reduced its long term bank debt by $549,000. For the
past three years, the reduction in long term debt totals
$5,395,000.
General Description Of The Year 2000 Issue And The Nature And
Effects Of The Year 2000 On Information Technology (IT) And
Non-IT Systems
The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have
date-sensitive software or embedded chips may recognize a date
using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions
of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in
similar normal business practices.
The Company began addressing the Year 2000 Issue in 1997 on a
decentralized basis at each of its subsidiaries. In 1998, the
Company began monitoring progress on a corporate level. Based on
assessments made since 1997, the Company determined that
modifications to or in limited cases replacement of computer
software and hardware was necessary to enable those systems to
operate properly after December 31, 1999. The Company presently
believes that with modifications to and replacement of existing
software and hardware, the Year 2000 Issue can be mitigated.
However, if such modifications and replacements are not made, or
are not completed timely, the Year 2000 Issue may have a material
impact on the operations of the Company.
The Company's plan to resolve the Year 2000 Issue involves the
following four phases: assessment, remediation, testing, and
implementation. To date, the Company has completed its assessment
of all systems that could be significantly affected by the Year
2000. The assessment indicated that most of the Company's
significant information technology systems could be affected,
particularly the Company's registration/scheduling and accounting
systems. The assessment also indicated that software and hardware
(embedded chips) used in these applications were also at risk.
The software developed and distributed by ATM/Canterbury is Y2K
compliant. The Company's other training services are not at
risk.
<PAGE>
Summary Financial Information as of November 30, 1998 (continued)
Status Of Progress In Becoming Year 2000 Compliant, Including
Timetable For Completion Of Each Remaining Phase
The following estimates of completion percentages and dates are
based on the Company's best estimates. However, there can be no
guarantee that these dates can be achieved and actual results may
differ. For its information technology exposures, to date the
Company is approximately 95% complete on the remediation phase
and completed its software reprogramming and replacement by June
30, 1999. Once software is reprogrammed or replaced for a system,
the Company begins testing and implementation. These phases run
concurrently for different systems. To date, the Company has
completed 100% of its testing and has implemented 95% of its
remediated systems. Completion of the testing phase for all
significant operating systems was completed by April 30, 1999,
with all remediated systems fully tested and implemented by
September 1, 1999.
Nature And Level Of Importance Of Third Parties And Their
Exposure To The Year 2000
The Company has surveyed its significant vendors as to their Year
2000 compliance. Based on the nature of their responses, the
Company does not need to develop contingency plans.
Costs
The Company has utilized and will continue to utilize both
internal and external resources to reprogram, or replace, test,
and implement the software and operating equipment for Year 2000
modifications. Many of the program fixes were completed in
conjunction with other projects and had little incremental cost.
The Company estimates that incremental costs relating to Year
2000 projects to date approximate $25,000. These costs have been
expensed as incurred. The Company expects to spend less than
$50,000 on Year 2000 projects in fiscal 1999. Year 2000 costs are
difficult to estimate accurately and the projected cost could
change due to unanticipated technical difficulties, project
delays, and third party non-compliance, among other things.
Risks
Management of the Company believes that it has an effective
program in place to resolve the Year 2000 Issue in a timely
manner. As noted above, the Company has not yet completed all
necessary phases of its Year 2000 plan. Because of the range of
possible issues and the large number of variables involved, it is
impossible to quantify the potential cost of problems should the
Company or its trading partners not properly complete their Year
2000 plans and become Year 2000 compliant. Such costs and any
failure of compliance efforts could have a material adverse
effect on the Company. The Company believes that the most likely
risks of serious Year 2000 business disruption are external in
nature, including continuity of utility, telecommunication and
transportation services, and the potential failure of the
Company's customers due to their own non-compliance or the
non-compliance of their business partners. In the event the
Company does not properly complete its Year 2000 efforts or is
affected by the disruption of outside services, the Company could
be unable to take orders, distribute goods, invoice customers or
collect payments. In addition, disruptions in the economy
generally resulting from Year 2000 could have a material adverse
effect on the Company. The Company could be subject to litigation
for computer systems failure. The amount of potential liability
and lost revenue cannot be reasonably estimated at this time.
Contingency Plans
The Company is currently in process of developing contingency
plans to address the above Year 2000 risks as necessary. The
Company plans to evaluate the status of completion of its Year
2000 efforts by September 1, 1999 and to determine what
contingency plans are necessary at that time. In the normal
course of business, the Company has contingency plans for
disruption of business events and intends to augment those plans
with specific Year 2000 considerations.
RESULTS OF OPERATIONS
Fiscal 1998 Compared to Fiscal 1997
Revenues
Revenues decreased by $300,000 (2%) in fiscal 1998 over fiscal
1997. As previously discussed, new information technology goods
and services are being introduced to our customers. This
strategy of becoming a more complete provider of information
technology services required the restructuring of the existing
sales force. This has caused, in the short term, some revenue
stagnation due to the recruiting, hiring and training process of
the sales staff. The Company believes that this current
investment will provide long-term benefits to the customers and,
hence, revenues.
Costs and Expenses
Costs and expenses decreased by $409,000 (6%) in fiscal 1998 over
the previous year. This most significant cause of this decrease
was the reduction in rent expense of $476,000 in 1998 versus
1997. The reduction was due primarily to the Company recognizing
in 1997 costs associated with terminating certain leases for its
management training company's facilities. During 1998, the
Company mitigated these costs, in part, through subleasing of the
facility which resulted in a change in estimate of the previously
recognized costs.
Selling expense decreased by $48,000 (2%) in fiscal 1998 over
fiscal 1997 due to reduced marketing expenses related to
CALC/Canterbury. During the year, the Company reduced the size
and frequency of the catalog schedule mailing. This was
accomplished by eliminating non-critical information contained in
the publication due to the increased use of the Web site to
research both class descriptions and dates.
General and administrative expense decreased by $520,000 (12%) in
fiscal 1998 over fiscal 1997. Decreased legal expenses of
$145,000, consulting fees of $194,000 and general public
company/corporate expenses of $42,000 comprise the bulk of the
reduction. The Company believes that the reduced level of these
expenses will continue into fiscal 1999.
Interest income for fiscal 1998 increased by $254,000 (42%) over
the prior year due to recognition of interest income on the
portion of the Company's revolving credit facility with Chase
Bank that was assumed by the owners of Landscape Maintenance
Services. This income was not recognized in fiscal 1997.
Interest expense decreased by $96,000 (19%) in fiscal 1998 versus
fiscal 1997. The reduction in outstanding borrowings on the term
loan is the major cause for this reduction.
<PAGE>
CORPORATE INFORMATION
WEB SITES
Corporate canterburyciti.com
CALC/Canterbury Corp. calctrain.com
ATM/Canterbury Corp. atmcan.com
MSI/Canterbury Corp. msitrain.com
CORPORATE HEADQUARTERS
1600 Medford Plaza
Medford, New Jersey 08055
(609) 953-0044; (Fax) 609-953-0062
TRANSFER AGENT
American Stock Transfer Trust & Company
6201 Fifteenth Avenue
Brooklyn, New York 11219
AUDITORS
Ernst & Young, LLP
2 Commerce Square
2001 Market Street
Suite 4000
Philadelphia, PA 19103
SEC FORM 10-K
The Company's annual report to the Securities and Exchange
Commission on Form 10-K and other financial information such as
interim and annual reports to stockholders are available,
without charge to stockholders, upon written request to:
Canterbury Information Technology, Inc.
1600 Medford Plaza, Medford, New Jersey 08055
(609) 953-0044 Fax (609) 953-0062
Web site: canterburyciti.com
And are available on the Internet directly from the Securities
and Exchange Commission's Web site: edgar.com
CANTERBURY INFORMATION TECHNOLOGY, INC.
PROXY FOR ANNUAL MEETING FISCAL 1998
Please sign and return immediately
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned being a
stockholder of Canterbury Information Technology, Inc., Medford,
New Jersey do hereby constitute and appoint Stanton M. Pikus and
Kevin J. McAndrew, or either one of them (with full power to act
alone), my true and lawful attorney(s) with full power of
substitution to attend the Annual Meeting of Stockholders of said
Corporation to be held at The Mansion on Main Street, Plaza 3000
at Main Street, Voorhees, New Jersey on October 7, 1999 at 10:00
a.m. or any and all adjournment thereof, and to vote all stock
owned by me or standing in my name, place and stead on the
proposals specified in the notice of meeting dated September 3,
1999 or any and all adjournments thereof, with all the power I
possess if I were personally present, hereby ratifying and
confirming all that my said proxy or proxies may be in my name,
place and stead as follows:
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
It is specifically directed that this Proxy be voted:
FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES [ ]
1. Election of Directors*
To elect seven (7) Directors, each for a term of one (1)
year or until the next Annual Meeting:
Stanton M. Pikus, Kevin J. McAndrew, Jean Zwerlein Pikus,
Alan B. Manin, Stephen M. Vineberg, Paul L. Shapiro and Frank A.
Cappiello
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below:
2. Proposal to ratify Ernst & Young, LLP, as the Company's
Independent Public Auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
*In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
IF NO DESIGNATIONS ARE MADE IN THE SPACES PROVIDED ABOVE, THIS
PROXY WILL BE VOTED "IN FAVOR OF" THE ABOVE PROPOSALS. The
shares represented by a properly executed Proxy will be voted as
directed.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS; IT
MAY BE REVOKED PRIOR TO ITS EXERCISE.
_______________________________________ (L.S.) DATE: _______,
1999
(Print Name)
________________________________________(L.S.) DATE: _______,
1999
(Signature of Stockholder)
NOTE: ALL JOINT OWNERS MUST SIGN INDIVIDUALLY. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR
CUSTODIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL
SHOULD SIGN
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
CANTERBURY INFORMATION TECHNOLOGY, INC.
October 7, 1999
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 7, 1999
To the Stockholders
Canterbury Information Technology, Inc. September 3, 1999
The Fiscal 1998 Annual Meeting of Stockholders of Canterbury
Information Technology, Inc. (the "Company") will be held at The
Mansion on Main Street, Voorhees, New Jersey on October 7, 1999
at 10:00 a.m. (Eastern Standard Time) for the following purposes:
1. To elect seven (7) Directors for the ensuing year, and until
their successors are duly elected and qualified (Proposal No.1);
2. To ratify the appointment of Ernst & Young, LLP, as the
Company's independent public accountants for the fiscal year
ending November 30, 1999 (Proposal No. 2);
3. To transact any other business as may properly be brought
before the meeting, or any adjournment thereof.
Only stockholders of record as of the close of business on August
5, 1999 (record date) are eligible to vote at this Annual Meeting
of Stockholders or any adjournment thereof. However, so that we
may be sure your vote will be counted, we invite you to sign and
date this proxy card and return it as soon as possible in the
envelope provided. If you attend the meeting, you may revoke your
proxy and vote in person.
STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO
VOTE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH DOES NOT REQUIRE ANY
UNITED STATES POSTAGE.
By order of the Board of Directors,
By: /s/Jean Z. Pikus
---------------------------
Jean Zwerlein Pikus
Vice President and Secretary
September 3, 1999, Medford, NJ
A copy of the Annual Report of the Company for the fiscal year
ended November 30, 1998 is enclosed herewith. The Company's 10-K
Report for the fiscal year ended November 30, 1998, as well as
the 10-Q Report for the three months ended May 31, 1999 are
available free of charge upon written request to: Canterbury
Information Technology, Inc., 1600 Medford Plaza, Medford, New
Jersey 08055, and are available on the Internet directly from
the Securities and Exchange Commission's Web site: edgar.com
