UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2004
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CANTERBURY CONSULTING GROUP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-15588 23-2170505
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
352 Stokes Road, Suite 200, Medford, New Jersey 08055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 953-0044
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
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On October 27, 2004, Canterbury Consulting Group, Inc. (the
"Company") and User Technology Services, Inc., a subsidiary of the Company
("Usertech"), entered into a Settlement Agreement and Mutual Release (the
"Agreement") with Ceridian Corporation ("Ceridian"). This
release does not apply to "any claims Canterbury may have against E. Paul
Cooke arising out of his actions as an employee, officer, or agent of
Canterbury under his Employment Agreement with Canterbury dated September
28, 2001."
The Agreement represents the resolution of arbitration proceedings
that the Company initiated in August 2003 for claims arising out of the
Company's purchase of Usertech from Ceridian in September 2001.
Additional information on the purchase and the arbitration proceedings has
been previously reported in filings with the Securities and Exchange
Commission, including the Company's Quarterly Report on Form 10-Q for the
period ended August 31, 2004.
Under the terms of the Agreement, the Company has agreed to deliver
to Ceridian $912,000, which represents outstanding amounts relating to the
purchase of Usertech that had not been delivered to Ceridian pending
resolution of the arbitration proceedings. In addition, the Company and
Usertech have agreed that they will not seek bankruptcy or insolvency
protection as set forth in the Agreement for a period of 91 days from
October 4, 2004. The arbitration proceedings will be dismissed without
prejudice following October 4, 2004, and they will be dismissed with
prejudice after 91 days following October 4, 2004 if the Company and
Usertech have not filed, or had filed against it, any such bankruptcy or
insolvency proceedings.
A copy of the Agreement is attached as Exhibit 10.1 to this report.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Number Description
10.1 Dismissal of Arbitration and Settlement Agreement
with Ceridian Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CANTERBURY CONSULTING GROUP, INC.
BY: /s/ Kevin J. McAndrew
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Kevin J. McAndrew, President
Dated: October 28, 2004