SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): June 3, 2003
CANTERBURY CONSULTING GROUP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2170505
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(State of Incorporation) (IRS Employer Identification Number)
352 Stokes Road
Suite 200
Medford, New Jersey 08055
(Address of principal executive offices)
Telephone Number: (609) 953-0044
ITEM 5. OTHER EVENTS
On June 3, 2003 the Board of Directors of Canterbury Consulting Group, Inc.
authorized a debt private placement for the Company of a minimum of $250,000
up to a maximum of $500,000 in order to replace working capital which was
depleted during the fourth quarter of Fiscal 2002 and the first quarter of
Fiscal 2003. In addition, Commerce Bank, N.A. had reduced the Company's
working capital line downward by $1,000,000 during the Company's first
fiscal quarter.
The Board agreed that the Company would offer a 7 3/4 percent senior
convertible note with interest payments made quarterly and the Note maturing in
36 months. The Note would permit conversion into restricted common stock of the
Company in all or in part at anytime during the three year term of this Note at
the discretion of each individual noteholder. This Note is to be subordinate to
all current and future bank debt but be senior to all other current and
future debt of the Company.
Further, since the Note would convert into restricted common stock that
the conversion price be at 50% of the closing price on the Nasdaq Stock
Market on Monday, June 2, 2003. The closing price on that date was $.71,
so the conversion price was therefore set at $.355 per share.
It was also agreed that each investor be limited to the purchase of one
$35,500 note. On this basis, assuming that a shareholder decides to convert
an entire Note into restricted common stock, the Company could eliminate the
associated debt attached to that Note and in exchange issue 100,000 shares of
restricted common stock.
ITEM 7. EXHIBITS
Number Description
99.1 Confidential Offering Memorandum
99.2 Subscription Agreement
99.3 Sample of Senior Convertible Promissory Note
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: June 11, 2003