8-K 1 mergerterm.txt TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT 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): March 15, 2005 -------------------- CANTERBURY CONSULTING GROUP, INC. --------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-15588 23-2170505 ------------ ---------------- ---------------------- State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 352 Stokes Road, Suite 200, Medford, New Jersey 08055 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 953-0044 ------------------- 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 1.02 Termination of a Material Definitive Agreement At the close of business on March 15, 2005, the Agreement and Plan of Merger of CCG Group, Inc. and Canterbury Consulting Group, Inc. dated November 18, 2004 was terminated due to the fact that it was not consummated by March 15, 2005. Canterbury Consulting Group, Inc. was delayed in obtaining shareholder approval of the merger on or prior to March 15, 2005, as was called for in the Merger Agreement. The Agreement and Plan of Merger provided that, if it terminated due to Canterbury Consulting Group's inability to obtain shareholder approval, Canterbury Consulting Group would be responsible for the fees and expenses incurred by CCG Group, Inc. in connection with the transactions contemplated by the Agreement and Plan of Merger. Canterbury is currently reviewing CCG Group's claim for reimbursement of its fees and expenses as specified in the Agreement and Plan of Merger. Item 9.01 Exhibits 99. Press Release dated March 16, 2005. 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 ---------------------------- Kevin J. McAndrew, President Dated: March 16, 2005