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<PAGE> Rule 424(b)(1)Prospectus
Registration No. 333-75019
PROSPECTUS
1,200,000 Shares of Common Stock
CANTERBURY INFORMATION TECHNOLOGY, INC.
The Stockholders of Canterbury Information Technology, Inc.
named in this Prospectus are offering and selling up to 1,200,000 shares
of Common Stock, $.001 par value, under this Prospectus. We anticipate
that the selling Stockholders 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 $26,000.
________________________
Our common stock is traded on the NASDAQ National Market under the symbol
"CITI". On March 18, 1999, the closing price of our Common Stock was
$1.00 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 4.
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 April 5, 1999.
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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 Stockholders 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 Stockholders 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.
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 Stockholders 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.
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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.
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 1,685,500 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 Stockholders,
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 7,698,022 shares of its
common stock, of which approximately 1,685,500 shares would be
restricted securities. (See "Principal Stockholders.")
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 if 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 97
**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.
In July, 1996 Canterbury purchased ProSoft Training, LLC., a
Charlotte, North Carolina based computer training company. The name was
changed to ProSoft/Canterbury. Prosoft/Canterbury is also a Microsoft
Solution Provider and is an Authorized Training Center for Microsoft,
WordPerfect and Lotus software applications. Prosoft/Canterbury is also
a technical staffing company. They provide temporary and long-term
workers for companies in need of workers with computer knowledge.
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 November 30, 1998, we, including all subsidiaries, had 159
employees: 91 full-time employees and 68 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
Prosoft/Canterbury Corp. 2,300
8508 Park Road, #192
Charlotte, NC 28219
MSI/Canterbury 1,800
400 Lanid Drive
Parsippany, New Jersey 07054
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 Stockholders who offer and sell their shares.
Accordingly, the Company will not receive any proceeds from such sales.
SELLING STOCKHOLDERS
The shares covered by this Prospectus were acquired from the
Company under a Subscription Agreement for an aggregate purchase price
of $600,000 at $.60 per share. The offer and sale by the Company of
this common stock to the selling Stockholders 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 this Private Placement, the Company issued
Comsight Holdings, Inc. 200,000 shares.
We agreed to register the Common Stock that was issued to the
selling Stockholders. Our registration of the Common Stock does not
necessarily mean that the selling Stockholders will sell all or any of
their shares. None of the selling Stockholders 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 Stockholders;
(ii) the number of shares of Common Stock beneficially owned by
the selling Stockholders;
(iii) the aggregate number of shares of Common Stock to be sold by
each Stockholder 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
Stockholders. The shares are being registered to permit public
secondary trading of the shares, and the selling Stockholders may offer
the shares for resale from time to time.
Shares Shares to be Shares
Beneficially Sold Beneficially
Name of Selling Owned Prior in the Owned After
Stockholder to the Offering Offering the Offering
- ---------------- --------------- ------------- --------------
Bork Consulting, Inc. 300,000 300,000 0
Fidra Holdings, Ltd. 283,333 283,333 0
Comsight Holdings, Inc. 200,000 200,000 0
OPI Products (Far East)
Ltd., LLC 166,667 166,667 0
Raffles Toho, Inc. 125,000 125,000 0
Iraklis Bourekas 125,000 125,000 0
As of the date of this Prospectus, we have issued 7,968,022 shares of our
common stock, and no shares of our Preferred Stock.
PLAN OF DISTRIBUTION
The selling Stockholders 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 Stockholders 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 Stockholders may use broker-dealers to sell their
shares. If this happens, broker-dealers may receive discounts or
commissions from the selling Stockholders, 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
Stockholders. The Company does not have knowledge of any existing
arrangements between any selling Stockholder and any other Stockholder,
broker, dealer, underwriter or agent relating to the sale or distribution
of the shares of Common Stock. The selling Stockholders 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 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.
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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 Stockholders. 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 Stockholders 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 Stockholders, 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 Stockholders
We will issue annual reports to our Stockholders examined by
independent auditors as soon as practicable at the end of each fiscal
year. The Company will also issue quarterly reports to our Stockholders.
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.
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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 . . . . . . . . . . 8 1,200,000 Shares
Use of Proceeds . . . . . . . .10
Selling Stockholders . . . . . .10 of Common Stock
Plan of Distribution . . . . . .11
Legal Matters . . . . . . . . . 11 ($.001 Par Value)
Description of Securities. . . .12
Experts. . . . . . . . . . . . .12
Indemnification. . . . . . . . .12
CANTERBURY INFORMATION
TECHNOLOGY, INC.
Until July 4, 1999, all
dealers effecting transactions P R O S P E C T U S
in these registered securities,
whether or not participating in
this distribution, may be
required to deliver a April 5, 1999
Prospectus. This is in addition
to the obligation of dealers to
deliver a Prospectus when acting
as Underwriters.
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