SCHEDULE 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
and Exchange Act of 1934 (as Amended)
Filed by the Registrant (X)
Filed by a Party other than Registrant ( )
Check Appropriate Box:
( ) Preliminary Proxy Statement
( ) CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY.
(AS PERMITTED BY RULE 14A-6(E)).
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14A-11(c) or (s)
Section 240.14a-12.
CANTERBURY INFORMATION TECHNOLOGY, INC.
_______________________________________________
(Name of Registrant as Specified in Its Charter
Payment of Filing Fee (check appropriate box):
(X) No Fee Required.
( ) Fee computer on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
compute pursuant to Exchange Act Rule 0-11 (Set forth amount on
which the filing fee is calculated and state how it was
determined.
(4) Proposed maximum aggregate value of transaction.
(5) Total fee paid.
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by
Exchange Act rule 0-11(a)(2) and identify the previous filing by
registration number date, or the Form or Schedule and the date of
its filing.
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement No.
(3) Filing Party:
(4) Date Filed:
Canterbury Information Technology, Inc.
1600 Medford Plaza, Route 70 and Hartford Road
Medford, New Jersey 08055
P R O X Y S T A T E M E N T
Proxies, enclosed with this Proxy Statement, are requested
by the Board of Directors of Canterbury Information Technology,
Inc. for the Annual Meeting of Stockholders. The meeting is to
be held on October 5, 2000 at 10:00 a.m. at The Mansion on Main
Street, Plaza 3000 at Main Street, Voorhees, New Jersey.
Stockholders of record as of the close of business on August
10, 2000 will be entitled to vote at the meeting and any
adjournment of that meeting. As of that date, 10,457,768 shares
of common stock of Canterbury were outstanding and entitled to
one vote each. Execution of a proxy will not in any way affect a
stockholder's right to attend the meeting and vote in person.
Any shareholder submitting a proxy has the right to revoke it at
any time before it is exercised.
Any proxies that are sent in by stockholders may be revoked
before October 5, 2000 at 10:00 a.m. by mail or other deliveries
in writing, or by voice vote if the shareholder attends the
Annual Meeting in person.
The people named as attorneys in the proxies are either
Officers or Directors of Canterbury. With respect to the
election of a Board of Directors, shares represented by proxies
in the enclosed form, which are received, will be voted as
explained below under the heading Election of Directors. Where a
choice has been specified on the proxy with respect to a
proposal, the shares represented by the proxy will be voted in
accordance with the choice selected and will be votes FOR that
proposal if no specification is indicated.
Under Pennsylvania law, the presence of stockholders
entitled to cast at least a majority of the votes that all
stockholders are entitled to cast on a particular matter to be
acted upon at a meeting, constitutes a quorum for purposes of
consideration and action on a matter. Only stockholders
indicating affirmative or negative decision on a matter are
treated as voting. Abstentions, broker non-votes or mere absence
or failure to vote is not equivalent to a negative decision and
will not count toward a quorum, and if a quorum is otherwise
present, effect the outcome of a vote. A broker non-vote occurs
when a broker submits a proxy but does not have authority to vote
a customer's shares on one or more matters. The affirmative vote
of the holders of a majority of shares of common stock entitled
to vote at the annual meeting is required for approval of each of
the actions proposed to be taken at the Annual Meeting. If a
stockholders' meeting is called for the election of Directors and
is adjourned for lack of a quorum and another stockholders'
meeting is called, those stockholders entitled to vote who attend
the adjourned meeting, although less than a quorum as fixed under
Pennsylvania law or in the by-laws, shall be a quorum for the
purpose of electing Directors. If a meeting called to vote upon
any other matter than the election of Directors has been
adjourned for at least 15 days because of the absence of a
quorum, those stockholders entitled to vote who attend such
meeting, although less than a quorum as fixed under Pennsylvania
law or in the by-laws shall still constitute a quorum for purpose
of acting upon any matter set forth in the notice of meeting. If
the notice actually states that those stockholders who attend the
adjourned meeting shall nevertheless constitute a quorum for the
purpose upon acting on the matter, then the vote would be
binding.
Canterbury is not aware of any other matters to be presented
at the meeting. If any other matters are presented at the
meeting upon which it is proper to take a vote, shares
represented by all proxies received will be voted by and in the
judgment of the persons named as proxies.
An Annual Report containing summary financial statements is
enclosed with, but not as a part of, this Proxy Statement. Form
10-K report for the fiscal year ended November 30, 1999 as filed
with the SEC, including complete financial statements audited by
Ernst & Young, LLP, as well as Canterbury's Form 10-Q report for
the period ended May 31, 2000 are available upon request.
The first date that this Proxy Statement and proxy material
were sent to the stockholders was September 5, 2000.
Proposal No. 1 - ELECTION OF DIRECTORS
- --------------------------------------
Seven Directors are to be elected at the meeting, each to
serve until the next Annual Meeting and until his or her
successor shall have been elected and qualified. Each of the
nominees named in the following pages is presently a member of
the Board of Directors. In case any of the nominees should
become unavailable for election, for any reason not presently
known or contemplated, the persons named on the proxy card will
have discretionary authority to vote.
NOMINEES FOR DIRECTORS
Director
Name Age Since Principal Occupation
- ---- --- ----- --------------------
Stanton M. Pikus 60 1981 President, Chief Executive
Officer, and Chairman of
the Board of Directors
Kevin J. McAndrew 42 1990 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
and Treasurer
Jean Zwerlein Pikus 47 1984 Vice President -
Operations, Secretary
Alan B. Manin 63 1981 President, Atlantis
Stephen M. Vineberg* 59 1988 President, CMQ, Inc.
Paul L. Shapiro* 49 1992 Manager, McKesson Drug Co.
Frank A. Cappiello* 74 1995 Mutual Fund Money Manager,
Closed-End Fund Advisors,
Inc.
* Independent Directors
BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS
STANTON M. PIKUS, President, Chief Executive Officer and
Chairman of the Board of Directors, was a founder of Canterbury
(1981). He graduated from The Wharton School of the University
of Pennsylvania (B.S., Economics and Accounting) in 1962. Mr.
Pikus is also a Director of e*machinery.net, inc., a public
company traded on the OTC Bulletin Board. From 1968 until 1984
he had been President and majority stockholder of Brown, Bailey
and Pikus, Inc., a mergers and acquisitions consulting firm that
had completed more than twenty transactions. In addition, Mr.
Pikus has been retained in the past by various small to
medium-sized public companies in the capacity of an independent
financial consultant.
KEVIN J. McANDREW, CPA, Chief Operating Officer since
December, 1993; Executive Vice President and Chief Financial
Officer of Canterbury since June 21, 1987; Treasurer since
January, 1988; and Director since 1990. . Mr. McAndrew is also a
Director, Secretary and Chief Operating Officer of
e*machinery.net, inc., a public company traded on the OTC
Bulletin Board. He is a graduate of the University of Delaware
(B.S. Accounting, 1980) and has been a Certified Public
Accountant since 1982. From 1980 to 1983 he was an Auditor with
the public accounting firm of Coopers & Lybrand in Philadelphia.
From 1984 to 1986 Mr. McAndrew was employed as a Controller for a
New Jersey based division of Allied Signal, Inc.
JEAN ZWERLEIN PIKUS, Vice President of Human Resources and
Operations, Secretary, and Director since December 1, 1984. She
was employed by J. B. Lippincott Company, a publishing company,
from 1974 to 1983, where she was Assistant Personnel Manager and
also created its word processing center, and was responsible for
the day-to-day control of word processing and graphic services.
In 1984, Ms. Pikus graduated from The Wharton School of the
University of Pennsylvania (B.S., Accounting and Management, cum
laude).
ALAN B. MANIN, Director of Canterbury since its inception.
He is currently the President of Atlantis, a company which
provides motivational training to employees of Fortune 1000
companies. He is a graduate of Temple University (B.S., 1960;
M.Ed., 1966) and a founder of Canterbury (1981). He was a
teacher and Department Chairman in the Philadelphia School System
(1960-1966); a former Vice President and Director of Education
for Evelyn Wood Reading Dynamics (1966-1972); a former Director
of Northeast Preparatory School (1973); and President, Chief
Operating Officer and founder of Health Careers Academy, a
federally accredited (National Association of Trade and Technical
Schools) vocational school (1974-1979).
STEPHEN M. VINEBERG, a Director since 1988, is currently the
President and Chief Executive Officer of CMQ, Inc. Previously he
was a Vice President of Fidelity Bank, Philadelphia, where he was
Chief Operating Officer of the Data Processing, Systems and
Programming Divisions. Mr. Vineberg also directed a wholly owned
subsidiary of the bank that developed and marketed computer
software, operated a service bureau and coordinated all
electronic funds transfer activities.
PAUL L. SHAPIRO, a Director since December, 1992, has worked
for McKesson Drug Company for the past 15 years. From 1973
through 1975 he was Director of the Pennsylvania Security
Officers' Training Academy. In 1973, he graduated from York
College of Pennsylvania with a B.S. Degree in Police
Administration.
FRANK A. CAPPIELLO, a Director since 1995, is President of
an investment counseling firm: McCullough, Andrews & Cappiello,
Inc., that provides management of more than $1 billion of assets.
He is Chairman of three no-load mutual funds; Founder and
Principal of Closed-End Fund Advisors, Inc.; publisher of
Cappiello's Closed-End Fund Digest; author of several books and a
regular panelist on "Wall Street Week with Louis Rukeyser." For
more than 12 years Mr. Cappiello was Chief Investment Officer for
an insurance holding company with overall responsibility for
managing assets of $800 million. Before that, he was the
Research Director of a major stock brokerage firm. He is a
graduate of the University of Notre Dame and Harvard University's
Graduate School of Business Administration. Mr. Cappiello is
also a Director of e*machinery.net, inc., a public company traded
on the OTC Bulletin Board.
RELATED TRANSACTIONS
- --------------------
Please be advised that the present Officers and Directors
have the following relationships and related transactions with
the Company.
The Company has secured key-person life insurance policies
for its Corporate Officers. The amount and beneficiary of the
key-person life insurance policies are as follows:
Corporate Officers Amount of Policy Beneficiary
------------------ ---------------- ----------
Stanton M. Pikus $1,000,000 Company
Kevin J. McAndrew $1,000,000 Company
Jean Z. Pikus $ 500,000 Company
The Company has secured key-person life insurance policies
for Officers of its subsidiaries. The amount and beneficiary of
the key-person life insurance policies are as follows:
Officers of
Subsidiaries Amount of Policy Beneficiary
------------ ---------------- -----------
Alan McGaffin $1,000,000 ATM/Canterbury Corp.
Glen Hukins $ 500,000 CALC/Canterbury
Corp.
Patricia Bednarik $1,000,000 USC/Canterbury Corp.
The Company is in the process of securing a key-person life
insurance policy for the President of MSI/Canterbury Corp.
Pursuant to the June 29, 2000 Board of Directors Meeting,
the Registrant sold 635,000 restricted shares of Canterbury
common stock to the following officers and directors as an
incentive to continue and increase their efforts on behalf of the
Company:
Stanton M. Pikus 200,000
Kevin J. McAndrew 150,000
Jean Z. Pikus 100,000
Frank A. Cappiello 75,000
Alan Manin 25,000
Paul Shapiro 25,000
Stephen Vineberg 25,000
Glen Hukins 15,000
Patricia Bednarik 10,000
Greg Lantz 10,000
These shares of restricted common stock were purchased at the National
Market Nasdaq closing price at the time of purchase with interest bearing,
non-recourse notes to the Company. The notes carry an interest rate of 6.6%
and are due and payable on or before June, 2004. The notes and accrued
interest are collateralized by the shares being issued. Each recipient
also has granted the Company a 15-day right of first refusal, in any
sale of these shares.
For information regarding stock option grants to Directors
and Officers please refer to the sections Option Grants and
Directors' Remuneration
EXECUTIVE CASH COMPENSATION
- ---------------------------
The following table is a summary of cash compensation paid
by Canterbury for services rendered in fiscal 1997, 1998 and 1999
to the Chief Executive Officer and each of the other four most
highly-compensated Officers of Canterbury who received at least
$100,000 in total annual compensation.
Summary Compensation Table
--------------------------
Restricted Securities
Name & Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary($) Bonus($) Compensation($) Awards($) Options/SAR(#) Payouts($) Compensation($)
- ------------------ ---- --------- -------- --------------- ---------- ------------- ---------- ---------------
Stanton M. Pikus 1999 $195,000 $ - $- $- 240,000 $- $ -
President, Chief 1998 202,500 - - - 50,000 - -
Executive Officer 1997 195,000 - - - 33,334 - -
Kevin J. McAndrew 1999 $135,000 $ - $- $- 180,000 $- $ -
Chief Operating Officer 1998 127,788 - - - 35,000 - -
Chief Financial Officer 1997 120,000 - - - 25,001 - -
(1) No other Executive Officers received in excess of $100,000
in total annual compensation for the three-year period.
OPTION GRANTS
The following Executive Officers were granted five-year
stock options during fiscal 1999 from the 1995 Stock Incentive
Plan.
Percentage of Total
Stock Stock Options* Granted in
Name Option Amount Option Price Fiscal 1999
- ---- ------------- ------------ -------------
Jean Z. Pikus 45,000 $0.53
18,000 $1.56
45,000 $2.40 8.44%
Kevin J. McAndrew 75,000 $0.53
30,000 $1.56
75,000 $2.40 14.07%
Stanton M. Pikus 100,000 $0.53
40,000 $1.56
100,000 $2.40 18.76%
The following Executive Officers were granted five-year
stock options after fiscal 1999. These options are not part of
the 1995 Stock Incentive Plan.
Percentage of Total
Stock Stock Options* Granted
Name Option Amount Option Price After Fiscal 1999
- ---- ------------- ------------ -----------------
Jean Z. Pikus 25,000 $4.06 1.95%
Kevin J. McAndrew 50,000 $4.06 3.91%
Stanton M. Pikus 100,000 $4.06 7.82%
* Total Options granted includes option granted that are part of
the 1995 Stock Incentive Plan and option granted which are not
part of the 1995 Stock Incentive Plan.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END 1999 OPTION VALUES
- ------------------------------------------------------------------
The following table provides information on option exercises
in fiscal 1999 by the Executive Officers and on the Executive
Officers' unexercised options at November 30, 1999. Included are
options granted under the 1995 Stock Incentive Plan.
Shares Number of Securities underlying Value of Unexercised In-The-Money
acquired on Value Unexercised Options at Year-End 1999(#) Options at Fiscal Year-End 1999(#)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------
Stanton M. Pikus 0 - 340,001 0 $575,621 0
Kevin J. McAndrew 0 - 256,668 0 $418,929 0
Jean Z. Pikus 0 - 151,335 0 $247,282 0
The following table provides information on option exercises
after fiscal 1999 by the Executive Officers and on the Executive
Officers' unexercised options as of July 31, 2000. Included are
options granted under the 1995 Stock Incentive Plan and options
granted that are not part of the 1995 Stock Incentive Plan.
Shares Value Number of Securities underlying Value of Unexercised In-The-Money
acquired on Unexercised Options at July 31, 2000(#) Options at July 31, 2000(#)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
Stanton M. Pikus 0 - 440,001 0 $460,727 0
Kevin J. McAndrew 0 - 306,668 0 $335,569 0
Jean Z. Pikus 0 - 176,335 0 $198,549 0
Option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving Canterbury
the option holders must exercise within 30 days or lose the
options. These options exercise into restricted shares of
company stock.
EMPLOYMENT CONTRACTS
- --------------------
During fiscal 1999, the President's employment agreement was
extended two additional years, from 2001 to 2003, in exchange for
the President waiving his right to any performance bonus in
fiscal 1999. For the years ended November 30, 1998, November 1997
and November 30, 1996, the President also waived his right to
receive any performance bonus earned and his employment agreement
was extended one year on each occurrence. The terms of the
agreement was for five years and provided for a base salary of
$195,000 which began on December 1, 1995 with annual salary
increases of $25,000 in the second and third years and to remain
at $245,000 for the last two years of the contract. Also
included in the agreement are future incentives based on 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.
The Company also amended the employment agreement with its
Executive Vice President and Chief Operating Officer during
fiscal 1999 by extending the agreement two years, from 2001 to
2003, in exchange for the Executive Vice President waiving his
right to any performance bonus in fiscal 1999. For the years
ended November 30, 1998, November 1997 and November 30, 1996, the
Executive Vice President also waived his right to receive any
performance bonus earned and his employment agreement was
extended one year on each occurrence. The term of the agreement
was five years and provides for a base salary of $120,000 for
fiscal 1997 and increases of $15,000 per year for the next four
years. Also included in the agreement are future incentives
based on 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 year of the contract. In conjunction with this contract,
the Executive Vice 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.
COMMITTEES OF THE BOARD
- -----------------------
The Board has established an Audit Committee, a Stock Option
Committee and a Compensation Committee. All three committees are
currently composed entirely of Independent Directors who are not
Officers of Canterbury (Frank A. Cappiello, Paul Shapiro and
Stephen Vineberg).
DIRECTORS' REMUNERATION
- -----------------------
Directors receive no cash compensation for services as
Directors. The following Directors received five-year stock
options at market value during the 1999 fiscal year.
Name Stock Option Amount Stock Option Price
---- ------------------- ------------------
Stanton M. Pikus 100,000 $0.53
40,000 $1.56
100,000 $2.40
Kevin J. McAndrew 75,000 $0.53
30,000 $1.56
75,000 $2.40
Jean Z. Pikus 45,000 $0.53
18,000 $1.56
45,000 $2.40
Frank A. Cappiello 35,000 $0.53
14,000 $1.56
35,000 $2.40
Alan Manin 17,500 $0.53
7,000 $1.56
17,500 $2.40
Paul Shapiro 17,500 $0.53
7,000 $1.56
17,500 $2.40
Stephen Vineberg 17,500 $0.53
7,000 $1.56
17,500 $2.40
As a subsequent event in fiscal 2000 the following Directors
received five-year stock options at market value.
Name Stock Option Amount Stock Option Price
---- ------------------- ------------------
Stanton M. Pikus 100,000* $4.06
Kevin J. McAndrew 50,000* $4.06
Jean Z. Pikus 25,000* $4.06
Frank A. Cappiello 35,000* $3.67
Alan Manin 10,000 $3.67
Paul Shapiro 10,000* $3.67
Stephen Vineberg 10,000* $3.67
* These options are not part of the 1995 Stock Incentive Plan
The Company had 16 meetings of the Board of Directors during
the last full fiscal year. There was no incumbent who, during
the last full fiscal year, attended fewer than 100% of said
meetings.
PERFORMANCE GRAPH
- -----------------
The following graph demonstrates a comparison of
Canterbury's stockholder returns at each fiscal year end as of
November 30 with shareholder returns on a broad market index, the
Nasdaq Stock Market (US), and a industry index, Nasdaq Computer and
Data Processing Services Stock. The comparison assumes $100.00 was
invested on November 30, 1994 in the Company's common stock, the
Nasdaq Stock Market (US) and the Nasdaq Computer and Data
Processing Services Stocks.
COMPARISON OF CUMULATIVE TOTAL RETURN
|
500 |
| -
450 | *
|
400 |
|
350 |
|
300 | *
| - ____________________________
250 | * | |
| - | - = Nasdaq National (US) |
200 | * _ | * = Nasdaq Computer & Data |
| | Processing Services |
150 | - | + = Canterbury Information |
| | Technology, Inc. |
100 |+-* + |____________________________|
|
50 | + + +
|_________|______|_______|_______+_______|_
0 1994 1995 1996 1997 1998 1999
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
- -----------------------------------------------------------
The following table sets forth as of August 10, 2000 certain
information with regard to the record and beneficial ownership of
the Company's common stock by (i) each shareholder, owner of
record or beneficial owner of 5% or more of the Company's common
stock (ii) each Officer or Director individually and (iii) all
Officers and Directors of the Company as a group:
Shares Beneficially % Owned of
Name Owned on August 10, 2000 Company's Shares***
- ---- ------------------------ -------------------
Stanton M. Pikus(a) 1,071,248(1) 8.70%
Kevin J. McAndrew 516,305(2) 4.19%
Jean Zwerlein Pikus (b) 313,475(3) 2.54%
Alan B. Manin 207,723(4) 1.69%
Stephen M. Vineberg 109,797(5) .89%
Paul L. Shapiro 101,835(6) .83%
Frank A. Cappiello 312,335(7) 2.54%
Patricia Bednarik(d) 20,000(8) .16%
Glen Hukins(d) 36,667(9) .30%
Gregory Lantz(d) 31,667(10) .26%
Alan McGaffin(c)(d) 260,524(11) 2.12%
--------- ------
All Officers, Directors
and 5% Stockholders as
a group (11 in number) 2,981,576 24.21%
========= ======
*** These percentages are calculated using total outstanding
shares and total options exercisable.
(a) Husband of Jean Z. Pikus, deemed to have beneficial interest
in the 313,475 owned by wife and 10,335 shares of Canterbury
common stock in the name of Matthew Zane Pikus Trust with William
N. Levy Trustee, which are not included in his total.
(b) Wife of Stanton M. Pikus, deemed to have beneficial interest
in the 1,071,248 owned by husband and 10,335 shares of Canterbury
common stock in the name of Matthew Zane Pikus Trust with William
N. Levy Trustee, which are not included in her total.
(c) Mr. McGaffin is deemed to have beneficial interest in 5,000
stock options exercisable at $.531 owned by wife, which are not
included in his total.
(d) Officers of subsidiaries of Registrant
Listed below is a table delineating the stock options included in
the shares beneficially owned:
Name of Individual Options Date Granted Exercise Price
------------------ ------- ------------ --------------
(1) Stanton M. Pikus 16,667 10/29/96 $3.09
33,334 01/13/97 $2.25
50,000 05/18/98 $1.38
100,000 12/04/98 $.53
40,000 08/27/99 $1.56
100,000 11/04/99 $2.40
100,000* 02/29/00 $4.06
(2) Kevin J. McAndrew, CPA
16,667 10/29/96 $3.09
16,667 01/13/97 $2.25
8,334 10/16/97 $3.56
35,000 05/18/98 $1.38
75,000 12/04/98 $ .53
30,000 08/27/99 $1.56
75,000 11/04/99 $2.40
50,000* 02/29/00 $4.06
(3) Jean Zwerlein Pikus 8,334 10/29/96 $3.09
8,334 01/13/97 $2.25
6,667 10/16/97 $3.56
20,000 05/18/98 $1.38
45,000 12/04/98 $ .53
18,000 08/27/99 $1.56
45,000 11/04/99 $2.40
25,000* 02/29/00 $4.06
(4) Alan Manin 3,334 10/29/96 $3.09
3,334 01/13/97 $2.25
10,000 10/16/97 $3.56
17,500 05/18/98 $1.38
7,000 12/04/98 $ .53
17,500 08/27/99 $1.56
10,000 11/04/99 $2.40
(5) Stephen Vineberg 3,334 10/29/96 $3.09
8,334 01/13/97 $2.25
2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $ .53
7,000 08/27/99 $1.56
17,500 11/04/99 $2.40
10,000* 01/11/00 $3.67
(6) Paul Shapiro 3,334 10/29/96 $3.09
8,334 01/13/97 $2.25
2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $ .53
7,000 08/27/99 $1.56
17,500 11/04/99 $2.40
10,000* 01/11/00 $3.67
(7) Frank A. Cappiello 3,334 10/29/96 $3.09
33,334 01/13/97 $2.25
20,000 05/18/98 $1.38
35,000 12/04/98 $ .53
14,000 08/27/99 $1.56
35,000 11/04/99 $2.40
35,000* 01/11/00 $3.67
(8) Patricia Bednarik 10,000** 10/18/99 $2.90
(9) Glen Hukins 1,667 10/29/96 $3.09
10,000 12/04/98 $ .53
10,000 11/04/99 $2.40
(10) Gregory Lantz 1,667 07/24/97 $3.47
10,000 12/04/98 $ .53
10,000 11/04/99 $2.40
(11) Alan McGaffin 20,000 12/04/98 $ .53
10,000 11/04/99 $2.40
*These five-year stock option grants are not part of the 1995
Stock Incentive Plan, but also convert to restricted common
stock.
**Patricia Bednarik's options are not part of the 1995 Stock
Incentive Plan, but also convert to restricted common stock..
Ms. Bednarik has three years from the date of grant to exercise
these options
Section 16(a) of the Securities Exchange Act of 1934
requires Canterbury's Executive Officers, Directors, and
affiliates file initial reports of ownership and reports of
changes of ownership of Canterbury's common stock with the
Securities and Exchange Commission. These Executive Officers,
Directors, and affiliates are required to furnish Canterbury with
copies of all Section 16(a) forms that they file. Based solely
on Canterbury's review of Securities and Exchange Commission
Forms 3, 4, and 5 submitted to Canterbury, and written
representations from these Officers, Directors, and affiliates
that no other reports were required, the Company believes that
all required forms were filed.
Proposal No. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
- -----------------------------------------------------------------------
The Board of Directors, upon recommendation of the Audit
Committee, has selected Ernst & Young, LLP, as independent
accountants for Canterbury Information Technology, Inc. for the
fiscal year ending November 30, 2000. Ernst & Young, LLP has
been the independent public accountants for Canterbury since
1984.
Representatives of Ernst & Young, LLP are expected to be
present at the Meeting and will have an opportunity to make a
statement if they desire to do so and will be available to
respond to appropriate questions. If the appointment of Ernst &
Young, LLP is not ratified, the Board of Directors will
reconsider its selection of auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.
A majority vote of over 50% will be necessary to carry this proposal.
EXPENSES OF SOLICITATION
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The cost of the solicitation of proxies will be borne by
Canterbury. In addition to the use of the mails, proxies may be
solicited by regular employees of Canterbury, either personally
or by telephone or telegraph. Canterbury does not expect to pay
any compensation for the solicitation of proxies, but may
reimburse brokers and other persons holding shares in their names
or in the names of nominees for expenses in sending proxy
materials to beneficial owners and obtaining proxies from such
owners.
OTHER MATTERS
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This proxy contains forward looking statements. The actual
results might differ materially from those projected in the
forward looking statements. Additional information concerning
factors that could cause actual results to materially differ from
those in forward looking statements is contained in Canterbury
Information Technology, Inc.'s SEC filings, including periodic
reports under the Securities Exchange Act of 1934, as amended,
copies of which are available upon request from Canterbury
investor relations department.
Respectfully submitted,
By: /s/ Jean Zwerlein Pikus
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Jean Zwerlein Pikus
Vice President and Secretary
Dated: September 5, 2000
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.