CANTERBURY CORPORATE SERVICES, 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, in the form enclosed with this Proxy Statement, are
solicited by the Board of Directors of Canterbury Corporate
Services, Inc. for the Annual Meeting of Shareholders to be held
on August 29, 1996 at 10:00 a.m. at The Mansion on Main Street,
Plaza 3000 at Main Street, Voorhees, New Jersey.
Shareholders of record as of the close of business on July 3,
1996 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, 15,007,610 shares of common stock of
the Corporation were outstanding and entitled to one vote each.
Execution of a proxy will not in any way affect a shareholder'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 shareholders may be revoked
prior to August 29, 1996 at 10:00 a.m. by mail or other deliveries
in writing, or by voice vote if the shareholder attends the Annual
Meeting.
The persons named as attorneys in the proxies are either
Officers or Directors of the Corporation. 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 stated
below under "Election of Directors." Where a choice has been
specified on the proxy with respect to the proposal, the shares
represented by the proxy will be voted in accordance with the
specification and will be votes FOR that proposal if no
specification is indicated.
Under Pennsylvania law, the presence of shareholders
entitled to cast at least a majority of the votes that all shareholders
are entitled to cast on a particular matter to be acted upon at a
meeting, shall constitute a quorum for purposes of consideration
and action on a matter. Only shareholders indicating an
affirmative or negative decision on a matter are treated as
voting, so that 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. In the event a shareholders'
meeting is called for the election of Directors and is adjourned
for lack of a quorum and another shareholders' meeting is called,
those shareholders entitled to vote who attend the adjourned
meeting, although less than a quorum as fixed under Pennsylvania
law or in the by-laws, shall nevertheless constitute a quorum for
the purpose of electing Directors. If a meeting called to vote
upon an other matter than the election of Directors has been
adjourned for at least 15 days because of the absence of a quorum,
those shareholders entitled to vote who attend such meeting,
although less than a quorum as fixed under Pennsylvania law or in
the by-laws shall nevertheless constitute a quorum for purpose of
acting upon any matter set forth in the notice of meeting, if the
notice actually states that those shareholders who attend the
adjourned meeting shall nevertheless constitute a quorum for the
purpose upon acting on the matter, then the vote would be
binding.
No other matters are expected to be presented to the
meeting. If any other matter should be presented at the meeting upon
which it is proper to take a vote, shares represented by all proxies
received will be voted with respect thereto in accordance with
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. A
Form 10-K report as filed with the SEC, including complete financial
statements audited by Ernst & Young, L.L.P. is available upon
request.
The first date that this Proxy Statement and Proxy Material
were sent to the shareholders was July 31, 1996.
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 pursuant to the proxy for a substitute.
NOMINEES FOR DIRECTORS
- ----------------------
Director
Name Age Since Principal Occupation
- ---- --- -------- --------------------
Stanton M. Pikus 55 1981 President, Chief Executive Officer, and Chairman of
the Board of Directors
Kevin J. McAndrew 38 1990 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer
Jean Zwerlein Pikus 43 1984 Vice President -
Operations, Secretary
Alan B. Manin 58 1981 Vice President - Training
Stephen M. Vineberg*53 1988 President, CMQ, Inc.
Paul L. Shapiro* 45 1992 Manager, McKesson Drug Co.
Frank A. Cappiello* 70 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 the Company
(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. Since 1984, Mr. Pikus has devoted 100% of his time
to the Company.
KEVIN J. McANDREW, CPA, Chief Operating Officer since
December, 1993; Executive Vice President and Chief Financial
Officer of the Company 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, 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).
Ms. Pikus is the wife of the President, Stanton M. Pikus.
ALAN B. MANIN, Vice President of Education & Curriculum and
Director of the Company since its inception, is a graduate of
Temple University (B.S., 1960; M.Ed., 1966); a former 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); President, Chief Operating Officer and
founder of Health Careers Academy, a federally accredited
(National Association of Trade and Technical Schools) vocational school
(1974-1979); and a founder of the Company (1981).
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., providing 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. Prior to 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.
Please be advised that the present Officers and Directors
have the following relationships and related transactions with the
Company.
In early 1993, the Company agreed to purchase and restructure
the key-man life insurance policies for its Corporate Officers.
The amount and beneficiary of the key-man life insurance policies
are as follows:
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
Stanton M. Pikus $2,000,000 Company
Kevin J. McAndrew $1,000,000 Company
Alan B. Manin $ 500,000 Company
Jean Z. Pikus $ 500,000 Company
Marc Orsimarsi $ 250,000 Company
In December, 1995, the Company secured a $1,000,000
key-man life insurance policy on Roger E. Flax, the President of
MSI/Canterbury Corp. In the event of the death of Dr. Flax, the entire
$1,000,000 benefit would be paid to the Company.
In June, 1994, the Company secured a $500,000 key-man
life insurance policy on Virginia FitzPatrick, the President of
CALC/Canterbury Corp., a subsidiary of the Company. In the event
of the death of Ms. FitzPatrick, the entire $500,000 benefit
would be paid to the Company.
In June, 1994, the Company secured a $150,000 key-man
life insurance policy on Edward T. Roffman, the Vice President of
CALC/Canterbury Corp. In the event of the death of Mr. Roffman,
the entire $150,000 benefit would be paid to the Company.
EXECUTIVE CASH COMPENSATION
The following table sets forth a summary of cash
compensation paid by the Company with respect to services rendered in
fiscal 1993, 1994 and 1995 to the Chief Executive Officer and each of
the other four most highly-compensated Officers of the Company who
received at least $100,000 in total annual compensation.
SUMMARY COMPENSATION TABLE
Securities Stock Option
Name and Salary Bonus Other Annual Restricted Underlying LTIP Exercise
Principal Position (1) Year ($) ($) Compensation($) Stock Awards($) Options/SARs(#) Payouts($) Compensation($)
- ----------------------- ----- ----- ----- --------------- --------------- --------------- ---------- ----------------
Stanton M. Pikus, 1995 $199,148 $ - $ - $ - $ - $ - 26,120
President 1994 149,580 - - - - - 40,794
1993 108,908 6,000 - - - - -
Kevin J. McAndrew, 1995 $127,111 $ - $ - $ - $ - $ - 11,307
Executive Vice 1994 90,234 18,000 - - - - 31,687
President 1993 $ 78,914 5,000 - - - - -
(1) No other Executive Officers received in excess of $100,000 in total annual compensation for the three year period.
OPTION GRANTS
Virginia FitzPatrick, President of CALC/Canterbury Corp.,
was granted 10,000 shares of stock options pursuant to the 1995 Stock
Incentive Plan to Executive Officers during Fiscal 1995.
AGGREGATED OPTION EXERCISES IN 1995
AND FISCAL YEAR-END 1995 OPTION VALUES
The following table provides information on option
exercises in fiscal 1995 by the Executive Officers and on the Executive
Officers' unexercised options at November 30, 1995. Included are
options granted under the 1987 Employee Stock Option Plan.
Shares Number of Securities underlying Value of Unexercised In-The-Money
acquired on Value Unexercised Options at Year-End 1995(#) Options at Year-End 1995(#)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- ----------- ------------ ------------- ----------- -------------
Stanton M. Pikus 128,000 264,520 50,000 0 0 0
Kevin J. McAndrew 53,000 110,020 175,000 0 0 0
Alan Manin 53,000 110,020 10,000 0 0 0
Jean Z. Pikus 53,000 110,020 50,000 0 0 0
Marc Orsimarsi 2,500 5,225 65,000 0 54,700 0
Option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving the
Company the option holders must exercise within 30 days. These options
exercise into restricted shares of Company stock.
EMPLOYMENT CONTRACTS
During Fiscal 1995, the Company entered into an adjusted
employment agreement with Stanton M. Pikus, the President. The
term of the agreement is five years and calls for a base salary
of $195,000 beginning 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 Company 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 the Company during his employment
and for a period of one year after his employment with the Company
has terminated. For the year ended November 30, 1995 the President
waived his right to receive any performance bonus earned.
The Company also has an employment agreement with its
Executive Vice President and Chief Operating Officer, Kevin J. McAndrew.
The agreement commences December 1, 1995 and expires November 30,
2000. It requires an annual base salary of $120,000 for Fiscal 1996 and
increases of $15,000 per year for the next four years. Also
included in the agreement are future incentives based on the
Company's profitability. A bonus of $30,000 will be earned if
the consolidated income before income taxes and bonus of the Company
exceeds $1,000,000. The bonus opportunity applies to each of the
five years of the contract.
The Company has an employment agreement with the
President of the management training segment, Dr. Roger Flax. The
agreement, amended in January, 1996, expires September 1, 1997 and
requires a base salary of $66,714 in Fiscal 1996 with an inflationary
increase in Fiscal 1997.
The Company has employment agreements with Virginia
FitzPatrick, the President and Edward Roffman, Vice President, of
the computer training segment. The term of the agreement for the president
began in June 1994 and is five years and has a base salary of
$115,000, with inflationary increases in each successive year. The
term of the agreement for the vice president began in June 1994
and is three years and calls for an annual salary of $60,000 with
inflationary increases in each successive year.
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 the Company (Stephen Vineberg and Paul Shapiro).
DIRECTORS' REMUNERATION
Directors receive no cash compensation for services as
Directors. Paul Shapiro and Stephen Vineberg received 10,000
five-year stock options at market value.
The Company had 23 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 91% of said meetings.
PERFORMANCE GRAPH
The following graph demonstrates a comparison of the
Company's shareholder 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, 1990
in the Company's common stock, the Nasdaq Stock Market (US) and the
Nasdaq Non-Financial Stocks.
COMPARISON OF CUMULATIVE TOTAL RETURN
900 -
N
800 -
N
700 -
D 600 -
O
500 - N
L N
L 400 -
C
A C NF
300 - NF
R C
NF
S 200 - NF,C
NF,C,N
100 - NF,C,N
0 -
1990 1991 1992 1993 1994 1995
Y E A R
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 % Owned of
Name on July 3, 1996 Company's Shares
- -------------------- ------------------------- ----------------
Stanton M. Pikus 1,374,737(3) 9.16%
Kevin J. McAndrew 353,909(4) 2.36%
Jean Zwerlein Pikus(1) 179,416(5) 1.20%
Alan B. Manin 387,683(6) 2.58%
Roger E. Flax, Ph.D. 155,000(7) 1.03%
Stephen M. Vineberg 75,885(8) .51%
Paul L. Shapiro 37,000(9) .25%
Frank A. Cappiello 185,000(10) 1.23%
Virginia FitzPatrick 40,000(11) .27%
Edward Koenig(2) 573,544 3.82%
------------- ------
TOTAL 3,362,174 22.41%
============= ======
(1) Wife of Stanton M. Pikus, deemed to have beneficial interest
in the 1,374,737 owned by husband, included are 50,000 stock
options exercisable at $3.63 per share.
(2) As a result of the November, 1993 acquisition of Landscape
Maintenance Services, Inc., Edward Koenig and his immediate
family received a total of 1,029,000 shares (6.86%) of Company common
stock. The transfer of 455,456 shares was made to immediate
family members.
(3) Included are 50,000 stock options exercisable at $3.63 per
share.
(4) Included are 100,000 stock options exercisable at $2.75 per
share; 50,000 stock options exercisable at $3.63 and 25,000 stock
options exercisable at $2.50 per share.
(5) Included are 30,000 stock options exercisable at $3.63 per
share and 20,000 stock options exercisable at $2.50 per share.
(6) Included are 10,000 stock options exercisable at $3.63 per share.
(7) Included are 150,000 stock options exercisable at $4.00 per share.
(8) Included are 7,500 stock options exercisable at $2.75 per
share; 7,500 stock options exercisable at $3.13 per share; 7,500
stock options exercisable at $4.50 per share; 10,000 stock options
exercisable at $2.81 per share; 2,500 stock options exercisable at
$2.75 per share; 5,000 stock options exercisable at $1.50 per share
and 5,000 stock options exercisable at $.75 per share.
(9) Included are 7,500 stock options exercisable at $2.75 per
share; 7,500 stock options exercisable at $3.13 per share; 2,500
stock options exercisable at $2.75 per share; 7,500 stock options
exercisable at $4.50 per share and 10,000 stock options exercisable
at $2.81 per share.
(10) Included are 100,000 stock options exercisable at $2.00 per
share.
(11) Included are 10,000 stock options exercisable at $2.81 per
share and 10,000 stock options exercisable at $3.00 per share.
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive Officers, Directors, and Affiliates to
file initial reports of ownership and reports of changes of ownership
of the Company's common stock with the Securities and Exchange
Commission. These executive Officers, Directors, and Affiliates
are required to furnish the Company with copies of all Section
16(a) forms that they file. Based solely on the Company's review
of Securities and Exchange Commission Forms 3, 4, and 5 submitted
to the Company, and written representations from these Officers,
Directors, and Affiliates that no other reports were required,
the Company notes that all forms were filed in a timely fashion.
Proposal No. 2 - APPOINTMENT OF ACCOUNTANTS
- -------------- --------------------------
Subject to shareholder ratification, the Board of Directors
has reappointed the firm of Ernst & Young, LLP, Certified Public
Accountants, as independent auditors to make an examination of the
accounts of the Company for the year ending November 30, 1996.
Ernst & Young audited Canterbury's books for the fiscal years 1984
through 1995.
One or more members of this firm are expected to be present at
the Annual Meeting, and will have the opportunity to make a
statement if they desire to do so and will be available to respond
to appropriate questions.
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.
Proposal No. 3 - TO ADOPT THE AMENDMENT TO THE 1995 STOCK INCENTIVE
- -------------- --------------------------------------------------
PLAN TO PROVIDE FOR AN AUTOMATIC ANNUAL INCREASE IN THE NUMBER OF
- -----------------------------------------------------------------
SHARES AVAILABLE THEREUNDER
- ---------------------------
1. Reason for Proposed Amendment
The Company's Board of Directors believes that the continued
success of the Company depends upon its ability to attract and
retain highly qualified and competent employees. The Plan enhances
that ability, and provides additional incentive to such personnel
to advance the interest of the Company and its shareholders. The
adoption of this proposed amendment would help put the Board in
position in which it would have the ability to issue incentive
stock options under the Plan to qualified individuals in the
amounts, and at the times, that your Board of Directors may, in its
reasonable judgment, consider most advantageous to the Company.
2. Proposed Amendment
In June, 1996, the Company's Board of Directors approved an
amendment to the 1995 Stock Incentive Plan (the "Plan Amendment"),
which the Company's shareholders are hereby being asked to approve,
to automatically increase the total number of shares of the
Company's Common Stock as to which options are available for grant
under the Plan, on the first day of each fiscal year during which
the Plan remains in effect, beginning December 1, 1996, by 500,000
shares annually, subject to the approval of the Board of Directors.
3. Required Vote
If a majority of the shares entitled to vote is present
at the meeting, the affirmative vote of a majority of the votes cast by
the shareholders of Common Stock will be necessary for the
adoption of Proposal 3. Abstentions and broker non-votes will be treated
as shares present and not voting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by
the Company. In addition to the use of the mails, proxies may be
solicited by regular employees of the Company, either personally
or by telephone or telegraph. The Company 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
A copy of the Company's annual report to stockholders
for the year ended November 30, 1995 is enclosed herein.
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 Corporate
Services, 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.
The Board of Directors does not intend to bring any
matters before the meeting other than as stated in this proxy statement,
and is not aware that any other matters will be presented for
action at the meeting. If any other matters come before the
meeting, the persons named in the enclosed form of proxy will
vote the proxy with respect thereto in accordance with their best
judgment, pursuant to the discretionary authority granted by the
proxy. The cost of preparing, assembling and mailing the proxy
material will be borne by the Company.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Meeting in
accordance with the directions given. In voting by proxy in
regard to the election of seven Directors to serve until the 1996 Annual
Meeting of Stockholders, stockholders may vote in favor of all
nominees or withhold their votes as to all nominees or withhold
their votes as to specific nominees. With respect to other items
to be voted upon, stockholders may vote in favor of the item or
against the item or may abstain from voting. Stockholders should
specify their choices on the enclosed proxy. If no specific
instructions are given with respect to the matters to be acted
upon, the shares represented by the proxy will be voted FOR the
election of all Directors, FOR the proposal to ratify and
approval of the appointment of independent accountants and FOR the
automatic increase of 50,000 in available options under the 1995 Stock
Incentive Plan.
Respectfully submitted,
By: /s/Jean Zwerlein Pikus
--------------------------
Jean Zwerlein Pikus
Vice President and Secretary
Dated: July 31, 1996
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.