As Filed With the Securities and Exchange Commission on December 5, 2000.
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 66,428 $3.25 $215,891 $57
par value
--------------------------------------------------------------------------------------------
</TABLE>
Total Registration Fee . . . . . . . . . . . . . . . . . . . . . . .. . . . $57
(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 $3.25 per
share, the price as reported in National Market NASDAQ for the
Registrant's common stock on November 17, 2000.
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
66,428 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 66,428 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 November 17, 2000, the closing price of our
Common Stock was $3.25 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 December , 2000.
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,
1999 filed on March 14, 2000.
2. Form 10-Q for the fiscal quarter ended February 28, 2000 filed on April
14. 2000.
3. Form 10-Q for the fiscal quarter ended May 31, 2000 filed on July 14,
2000.
4. Form 10-Q for the fiscal quarter ended August 31, 2000 filed on October
13, 2000.
5. Definitive Proxy Statement filed on September 1, 2000.
You may request a copy of this filing, at no cost, by writing or
telephoning our Executive Vice President and Chief Financial Officer at the
following address:
Kevin McAndrew, Executive Vice President
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.
Management as a group 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 and information technology companies such as
Executrain, EDS, Hewlett Packard, and Anderson Consulting 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 4,516,069 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 10,735,707 shares
of its common stock, of which approximately 4,516,069 shares are
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. However, 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.
<PAGE>
THE COMPANY
Canterbury Information Technology and its subsidiaries provide a wide
variety of computer and management training programs and technology consulting
services to Fortune 1000 companies. CALC/Canterbury is a Microsoft Solutions
Provider and a Microsoft Certified Technical Education Canter (CTEC), as well
a a Lotus Authorized Education Canter (LAEC). CALC/Canterbury provides
technical and application computer training, technical services and consulting
and portal development services. CALC Web University, an online training
portal, developed and hosted by CALC/Canterbury, focuses on design and
delivery of online training in both Internet and Intranet environments.
USC/Canterbury Corp., a CTEC in the Mid-Atlantic area, provides network
development and design. USC/Canterbury is also a premier value added reseller
of hardware and software. MSI/Canterbury offers sales and management training
and consulting to corporations nationwide. ATM/Canterbury is a software
consulting and development company that specializes in document imaging,
tracking and retrieval. DataMosaic/Canterbury Corp. and Canterbury Consulting
Group are management and systems consulting companies that provide staffing
augmentation solutions and consulting services to the information technology
industry.
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
TECHNICAL STAFFING AUGMENTATION
On August 1, 2000, the Company acquired 100% of the stock of DataMosaic
International, Inc. of Norcross, Georgia for 221,420 restricted shares of
Canterbury common stock valued at $859,000. DataMosaic is a management and
systems consulting company, which provides staffing augmentation solutions and
consulting services to the information technology industry. Short term and
long term contracting along with permanent placement and project management
of IT professionals is provided to mid-sized and Fortune 1000 corporations
for: technical leaders and specialists, senior programming analysts,
programmers, systems support and administration specialists experienced in
networking, data communications, LAN/WAN, SQA/testing and technical writing.
DataMosaic consultants have expertise in the following skill sets:
Internet/Intranet applications, e-commerce, client server technologies,
network/protocols and database design, mainframe/mini-computer. Specific
expertise exists with respect to JAVA, WAP and all major hardware and software
applications. After the acquisition, DataMosaic changed its name to
DataMosaic/Canterbury Corp.
In addition, the Registrant incorporated Canterbury Consulting Group,
Inc., a wholly owned subsidiary, in the state of New Jersey on August 28,
2000. Canterbury Consulting Group, Inc. is a management and systems
consulting company that provides staffing augmentation solutions and
consulting services to the information technology industry.
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:
* Eliminate lost record and increase productivity
* Quickly locate records
* Lower human resource costs
* Track and locate archived files
* Generate status reports in minutes
* Design and print labels on demand
EMPLOYEES
As of November 17, 2000, including all subsidiaries, we had approximately
150 employees: 90 full-time employees and 60 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 $1,046,000 in fiscal year
2000.
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
DataMosaic/Canterbury Corp. 350
2 Sun Court, Suite 300
Norcross, Georgia 30092
Canterbury Consulting Group, Inc. 600
500 Lanid Drive
Parsippany, New Jersey 07054
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 an Agreement Concerning the Exchange of Stock between Canterbury
Information Technology, Inc. and the Shareholders of DataMosaic International,
Inc. to certain selling shareholders with registration rights, which are now
being exercised. 221,420 shares were issued to the Shareholders of DataMosaic
International, Inc. in exchange for 100% of the issued and outstanding shares
of DataMosaic International, Inc. Of the 221,420 shares issued, thirty
percent (30%) or 66,428 shares of common stock are being registered herein in
accordance with the registration rights set forth in the Agreement. The
exchange 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).
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. All of the selling shareholders are employed by the wholly
owned subsidiary DataMosaic/Canterbury Corp. of the Registrant and have 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>
Mark Vallario 97,425 33,214 64,211
D. Kent Jordan 97,425 33,214 64,211
</TABLE>
As of the date of this Prospectus, we have issued 10,735,707 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. included in Canterbury Information Technology, Inc.'s Annual
Report (Form 10-K) for the year ended November 30, 1999, 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 December , 2000, 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.
66,428 Shares
of Common Stock
($.001 Par Value)
CANTERBURY INFORMATION
TECHNOLOGY, INC.
===================
P R O S P E C T U S
===================
December , 2000
=====================================================================
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 $ 57.00
Legal Fees and Expenses $ 21,943.00*
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.
10.16 Agreement Concerning the Exchange of Stock between the
Shareholders of DataMosaic International, Inc. 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.
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 17th day of November, 2000.
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 December 4, 2000
Stanton M. Pikus Officer, Director
/s/Kevin J.McAndrew Executive Vice President, Treasurer, December 4, 2000
Kevin J. McAndrew Chief Financial Officer, Director
/s/Alan Manin Director December 4, 2000
Alan Manin
/s/Jean Zwerlein Pikus Vice President, Operations; December 4, 2000
Jean Zwerlein Pikus Secretary; Director
/s/Stephen M. Vineberg Director December 4, 2000
Stephen M. Vineberg
/s/Paul L. Shapiro Director December 4, 2000
Paul L. Shapiro
/s/Frank Capiello Director December 4, 2000
Frank Capiello
<PAGE>
<PAGE>
EXHIBIT INDEX
5.1 Opinion and Consent of Levy & Levy, P.A., Securities Counsel for
Registrant
10.16 Agreement Concerning the Exchange of Stock between the Registrant
and the Shareholders of DataMosaic International, Inc.
24.1 Consents of Ernst & Young LLP, Independent Auditors.
