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:
(X) Preliminary Proxy Statement
( ) CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY.
(AS PERMITTED BY RULE 14A-6(E)).
( ) 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 Special Meeting of Stockholders. The meeting is to
be held on April 6, 2001 at 9:00 a.m. at 1600 Medford Plaza,
Medford, New Jersey 08055.
Stockholders of record as of the close of business on
February 9, 2001 will be entitled to vote at the meeting and any
adjournment of that meeting. As of that date, 10,678,100 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 April 6, 2001 at 9:00 a.m. by mail or other deliveries in
writing, or by voice vote if the shareholder attends the Special
Meeting of Stockholders 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
Canterbury Information Technology, Inc. -- Proxy Statement
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 Special Meeting of Stockholders is required for
approval of each of the actions proposed to be taken at the
Special Meeting of Stockholders. 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.
The Company's Annual Report to the Securities and Exchange
Commission on Form 10-K and other public filings are available
upon request to the Company's Investor Relations Department or
online at www.sec.gov.
The first date that this Proxy Statement and proxy material
were sent to the stockholders was March 6, 2001.
Proposal No. 1 - TO AMEND THE CERTIFICATE OF INCORPORATION TO
- -------------------------------------------------------------
CHANGE THE NAME OF THE COMPANY FROM CANTERBURY INFORMATION
- -----------------------------------------------------------
TECHNOLOGY, INC. TO CANTERBURY CONSULTING GROUP, INC.
- -----------------------------------------------------
The Company believes that the name of the Company should be
changed by amending its Certificate of Incorporation to
Canterbury Consulting Group, Inc., to better describe the
Company's current and future business activities.
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Canterbury Information Technology, Inc. -- Proxy Statement
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" 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 February 9, 2001
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:
Amount and Nature of Beneficial Ownership
Shares Aquirable
Shares Within 60 Days By % Owned of
Name Currently Owned Option Excercise Company's Shares(*)
- ---- --------------- ---------------- -------------------
Stanton M. Pikus(a) 631,248(1) 765,001(1) 10.28%
Kevin J. McAndrew 209,637(2) 526,668(2) 5.42%
Jean Zwerlein Pikus (b) 136,473(3) 291,335(3) 3.15%
Alan B. Manin (c) 139,054(4) 113,668(4) 1.86%
Stephen M. Vineberg 33,629(5) 121,168(5) 1.09%
Paul L. Shapiro 25,667(6) 121,168(6) 1.08%
Frank A. Cappiello 136,667(7) 288,168(7) 3.13%
Patricia Bednarik(e) 10,000(8) 25,000(8) .26%
Glen Hukins(e) 15,000(9) 31,667(9) .34%
D. Kent Jordan(e) 97,425(10) 5,000(10) .75%
Gregory Lantz(e) 10,000(11) 31,667(11) .31%
Alan McGaffin(d) (e) 215,524(12) 30,000(12) 1.81%
Mark Vallario(e) 97,425(13) 5,000(13) .75%
- --------------------- --------- --------- -----
All Officers, Directors
and 5% Stockholders as
a group (13 in number) 4,106,297 2,355,510 30.12%
========= ========= =====
(*) 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
427,808 owned and acquirable within 60 days by wife and 10,335 shares
of Canterbury common stock owned in the name of Matthew Zane Pikus
Trust, which are not included in his total.
(b) Wife of Stanton M. Pikus, deemed to have beneficial interest in the
1,396,249 owned and acquirable within 60 days by husband and 10,335
shares of Canterbury common stock owned in the name of Matthew Zane
Pikus Trust, which are not included in her total.
(c) 73,228 shares owned by Atlantis Family L.C., of which Mr.
Manin is the sole beneficiary, are included in his total.
(d) 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.
(e) Officers of subsidiaries of Registrant.
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Canterbury Information Technology, Inc. -- Proxy Statement
Listed below is a table setting forth the stock options included in
the shares beneficially owned:
(1) Stanton M. Pikus (5) Stephen Vineberg
Options Date Granted Exercise Price Options Date Granted Exercise Price
- ------------------------------------- -------------------------------------
16,667 10/29/96 $3.09 3,334 10/29/96 $3.09
33,334 01/13/97 $2.25 8,334 01/13/97 $2.25
50,000 05/18/98 $1.38 2,500 10/16/97 $3.56
100,000 12/04/98 $ .53 10,000 05/18/98 $1.38
40,000 08/27/99 $1.56 17,500 12/04/98 $ .53
100,000 11/04/99 $2.40 7,000 08/27/99 $1.56
100,000* 02/29/00* $4.06* 17,500 11/04/99 $2.40
25,000 08/02/00 $3.00 10,000* 01/11/00* $3.67*
75,000* 11/28/00* $2.78* 5,000 08/02/00 $3.00
75,000** 11/28/00** $2.78** 20,000* 11/28/00* $2.78*
75,000** 01/09/01** $1.50** 20,000* 01/09/01* $1.50*
75,000* 01/09/01* $1.50*
(2) Kevin J. McAndrew (6) Paul Shapiro
Options Date Granted Exercise Price Options Date Granted Exercise Price
- ------------------------------------- -------------------------------------
16,667 10/29/96 $3.09 3,334 10/29/96 $3.09
16,667 01/13/97 $2.25 8,334 01/13/97 $2.25
8,334 10/16/97 $3.56 2,500 10/16/97 $3.56
35,000 05/18/98 $1.38 10,000 05/18/98 $1.38
75,000 12/04/98 $ .53 17,500 12/04/98 $ .53
30,000 08/27/99 $1.56 7,000 08/27/99 $1.56
75,000 11/04/99 $2.40 17,500 11/04/99 $2.40
50,000* 02/29/00* $4.06* 10,000* 01/11/00* $3.67*
20,000 08/02/00 $3.00 5,000 08/02/00 $3.00
50,000* 11/28/00* $2.78* 20,000* 11/28/00* $2.78*
50,000** 11/28/00** $2.78** 20,000* 01/09/01* $1.50*
50,000** 01/09/01** $1.50**
50,000* 01/09/01* $1.50*
(3) Jean Z. Pikus (7) Frank A. Cappiello
Options Date Granted Exercise Price Options Date Granted Exercise Price
- ------------------------------------- -------------------------------------
8,334 10/29/96 $3.09 3,334 10/29/96 $3.09
8,334 01/13/97 $2.25 33,334 01/13/97 $2.25
6,667 10/16/97 $3.56 20,000 05/18/98 $1.38
20,000 05/18/98 $1.38 35,000 12/04/98 $ .53
45,000 12/04/98 $ .53 14,000 08/27/99 $1.56
18,000 08/27/99 $1.56 35,000 11/04/99 $2.40
45,000 11/04/99 $2.40 35,000* 01/11/00* $3.67*
25,000* 02/29/00* $4.06* 12,500 08/02/00 $3.00
15,000 08/02/00 $3.00 50,000* 11/28/00* $2.78*
25,000* 11/28/00* $2.78* 50,000* 01/09/01* $1.50*
25,000** 11/28/00** $2.78**
25,000** 01/09/01** $1.50**
25,000* 01/09/01* $1.50*
(4) Alan Manin (8) Patricia Bednarik
Options Date Granted Exercise Price Options Date Granted Exercise Price
- ------------------------------------- -------------------------------------
3,334 10/29/96 $3.09 10,000*** 10/18/99*** $2.90***
3,334 01/13/97 $2.25 15,000 01/09/01 $1.50
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
5,000 08/02/00 $3.00
20,000* 11/28/00* $2.78*
20,000* 01/09/01* $1.50*
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Canterbury Information Technology, Inc. -- Proxy Statement
Continuation of table setting forth the stock options included in
the shares beneficially owned:
(9) Glen Hukins (12) Alan McGaffin
Options Date Granted Exercise Price Options Date Granted Exercise Price
- ------------------------------------- -------------------------------------
1,667 10/29/96 $3.09 20,000 12/04/98 $ .53
10,000 12/04/98 $ .53 10,000 11/04/99 $2.40
10,000 11/04/99 $2.40
10,000 01/09/01 $1.50
(10) D. Kent Jordan (13) Mark Vallario
Options Date Granted Exercise Price Options Date Granted Exercise Price
- ------------------------------------- -------------------------------------
5,000 01/09/01 $1.50 5,000 01/09/01 $1.50
(11) Gregory Lantz
Options Date Granted Exercise Price
- -------------------------------------
1,667 07/24/97 $3.47
10,000 12/04/98 $ .53
10,000 11/04/99 $2.40
10,000 01/09/01 $1.50
* These five-year stock option grants are outside of the 1995
Stock Option Plan and convert to restricted common stock.
** These five year stock option grants are part of the 1995 Stock
Option Plan as Incentive Option Awards.
*** Patricia Bednarik's options are outside of the 1995 Stock
Incentive Plan and 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.
EXPENSES OF SOLICITATION
- ------------------------
The cost of the solicitation of proxies will be borne by
Canterbury. In addition to the use of the mails, proxies may be
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Canterbury Information Technology, Inc. -- Proxy Statement
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
- -------------
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
---------------------------
Jean Zwerlein Pikus
Dated: March 6, 2001 Vice President and Secretary
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.
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