0000794927-05-000016.txt : 20120614
0000794927-05-000016.hdr.sgml : 20120614
20050412160201
ACCESSION NUMBER: 0000794927-05-000016
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050412
DATE AS OF CHANGE: 20050412
GROUP MEMBERS: AARON ALTER
GROUP MEMBERS: ALAN MANIN
GROUP MEMBERS: CCG GROUP, INC.
GROUP MEMBERS: DANIEL KENYON
GROUP MEMBERS: FRANK A. CAPPIELLO, JR.
GROUP MEMBERS: JEAN Z. PIKUS
GROUP MEMBERS: KEVIN J. MCANDREW
GROUP MEMBERS: MARLENE LAMONT LEVY
GROUP MEMBERS: MATHEWS & ASSOCIATES, INC.
GROUP MEMBERS: PATRICIA ANN BEDNARIK
GROUP MEMBERS: RICHARD MOLINSKY
GROUP MEMBERS: RICHARD ZWERLEIN
GROUP MEMBERS: STANTON M. PIKUS
GROUP MEMBERS: THE MATTHEW ZANE PIKUS TRUST, JACK URIS TRUSTEE
GROUP MEMBERS: THOMAS SPURLOCK
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PIKUS STANTON M
CENTRAL INDEX KEY: 0001057787
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
BUSINESS PHONE: 6099530044
MAIL ADDRESS:
STREET 1: 352 STOKES ROAD
STREET 2: SUITE 200
CITY: MEDFORD
STATE: NJ
ZIP: 08055
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CANTERBURY CONSULTING GROUP INC
CENTRAL INDEX KEY: 0000794927
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 232170505
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1130
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-42912
FILM NUMBER: 05746310
BUSINESS ADDRESS:
STREET 1: 352 STOKES ROAD
STREET 2: SUITE 200
CITY: MEDFORD
STATE: NJ
ZIP: 08055
BUSINESS PHONE: 609-953-0044
MAIL ADDRESS:
STREET 1: 352 STOKES ROAD
STREET 2: SUITE 200
CITY: MEDFORD
STATE: NJ
ZIP: 08055
FORMER COMPANY:
FORMER CONFORMED NAME: CANTERBURY INFORMATION TECHNOLOGY INC
DATE OF NAME CHANGE: 19970620
FORMER COMPANY:
FORMER CONFORMED NAME: CANTERBURY CORPORATE SERVICES INC
DATE OF NAME CHANGE: 19940323
FORMER COMPANY:
FORMER CONFORMED NAME: CANTERBURY EDUCATIONAL SERVICES INC /PA/
DATE OF NAME CHANGE: 19920703
SC 13D/A
1
ccg13d2.txt
SCHEDULE 13D/A2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Canterbury Consulting Group, Inc.
----------------------------------------
(Name of Issuer)
COMMON STOCK, .001 PAR VALUE
----------------------------------------
(Title of Class of Securities)
138108 40-2
----------------------------------------
(CUSIP Number)
Stanton M. Pikus
352 Stokes Road, Suite 200, Medford, NJ 08055 (609) 953-0044
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 15, 2005
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D/A2, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 2
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanton M. Pikus
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
324,738
8. SHARED VOTING POWER
95
9. SOLE DISPOSITIVE POWER
324,738
10. SHARED DISPOSITIVE POWER
95
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,833
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 3
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jean Z. Pikus
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
72,309
8. SHARED VOTING POWER
95
9. SOLE DISPOSITIVE POWER
72,309
10. SHARED DISPOSITIVE POWER
95
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,404
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 4
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Matthew Zane Pikus Trust, Jack Uris, Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
10,286
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
10,286
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,286
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON*
00 (trust)
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 5
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin J. McAndrew
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
222,356
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
222,356
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,356
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 6
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCG Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
100,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 7
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Zwerlein
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
103,271
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
103,271
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,271
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 8
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marlene LaMont Levy
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
188,523
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
188,523
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,523
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan Manin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
139,153
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
139,153
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,153
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 10
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aaron Alter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
168,922
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
168,922
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,922
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 11
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank A. Cappiello Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
162,740
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
162,740
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,740
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 12
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Molinsky
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
100,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 13
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patricia Ann Bednarik
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
4,286
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
4,286
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,286
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 14
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Kenyon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 15
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mathews & Associates, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
CO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
100,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
CUSIP No. 138108 40 2
SCHEDULE 13D/A2
Page 16
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas Spurlock
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
24
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
24
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
-------------------------------------------------------------------------------
Item 1.
Security and Issuer
This Schedule 13D/A2 relates to the common stock, $.001 par value (the "Common
Stock"), of Canterbury Consulting Group, Inc., a Pennsylvania corporation ("the
Issuer," "Canterbury" or the "Company"). The address of the principal
executive offices of the Canterbury is 352 Stokes Road, Suite 200, Medford, NJ
08055.
------------------------------------------------------------------------------
Item 2.
Identity and Background
Stanton M. Pikus
(A) Stanton M. Pikus
(B) The business address of S. Pikus is 352 Stokes Road, Suite 200, Medford,
NJ 08055.
(C) S. Pikus is a private investor whose business address is disclosed in
paragraph (B) above. Pikus is also an employee and the Chairman of the Board of
Directors of Canterbury. He has been employed by Canterbury since February
1981.
(D) During the past five years, S. Pikus has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, S. Pikus has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) S. Pikus is a citizen of the U.S.A.
Jean Z. Pikus
(A) Jean Z. Pikus
(B) The business address of J. Pikus is 352 Stokes Road, Suite 200, Medford, NJ
08055.
(C) J. Pikus is a private investor whose business address is disclosed in
paragraph (B) above. Pikus is also a Vice President, a Secretary and a Director
of Canterbury. She has been employed by Canterbury since February 1981.
(D) During the past five years, J. Pikus has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, J. Pikus has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in her being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) J. Pikus is a citizen of the U.S.A.
The Matthew Zane Pikus Trust, Jack Uris, Trustee
(A) Jack Uris, Trustee, Matthew Zane Pikus Trust
(B) The business address of The Matthew Zane Pikus Trust, Jack Uris, Trustee is
3003 B. Lincoln Drive West, Marlton, NJ 08053.
(C) The Matthew Zane Pikus Trust is a private investor whose business address
is disclosed in paragraph (B) above. The Matthew Zane Pikus Trust was
established in 1996.
(D) During the past five years, neither The Matthew Zane Pikus Trust nor Jack
Uris have been convicted in a criminal proceeding, excluding traffic violations
or similar misdemeanors.
(E) During the past five years, neither The Matthew Zane Pikus Trust nor Jack
Uris have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and have not been subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(F) The Matthew Zane Pikus Trust was formed in New Jersey.
Kevin J. McAndrew
(A) Kevin J. McAndrew
(B) The business address of Kevin J. McAndrew is 352 Stokes Road, Suite 200,
Medford, NJ 08055.
(C) McAndrew is a private investor whose business address is disclosed in
paragraph (B) above. McAndrew is also the President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Director of Canterbury. He has been
employed by Canterbury since 1987.
(D) During the past five years, McAndrew has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, McAndrew has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) McAndrew is a citizen of the U.S.A.
CCG Group, Inc.
(A) CCG Group, Inc.
(B) The business address of CCG Group, Inc. is 17 Hanover Road, Suite 230,
Florham Park, NJ 07932.
(C) CCG Group, Inc. is a private investor whose business address is disclosed
in paragraph (B) above. CCG Group, Inc. was formed for the sole purpose of
merging with Canterbury. It was incorporated in the Commonwealth of
Pennsylvania on October 12, 2004.
(D) During the past five years, CCG Group, Inc. has not been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, CCG Group, Inc. has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) CCG Group, Inc. is a company incorporated in the Commonwealth of
Pennsylvania.
Richard Zwerlein
(A) Richard Zwerlein
(B) The residence address of Zwerlein is 219 Springfield Avenue, Folsom,
Pennsylvania 19033.
(C) Zwerlein is a private investor whose residence address is disclosed in
paragraph (B) above. Zwerlein has been retired for more than five years.
(D) During the past five years, Zwerlein has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Zwerlein has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) Zwerlein is a citizen of the U.S.A.
Marlene LaMont Levy
(A) Marlene LaMont Levy
(B) The residence address of Levy is 12 Callison Lane, Voorhees, New Jersey
08043.
(C) Levy is a private investor whose residence address is disclosed in
paragraph (B) above. Levy has been retired for more than five years.
(D) During the past five years, Levy has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Levy has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction that resulted in
her being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(F) Levy is a citizen of the U.S.A.
Alan Manin
(A) Alan Manin
(B) The business address of Manin is 352 Stokes Road, Suite 200, Medford, NJ
08055.
(C) Manin is a private investor whose business address is disclosed in
paragraph (B) above. From 2001 to 2002 Manin worked as a Computer Lab
Director for CA Unified Public School System. He has been retired since 2003.
Manin is also a Director of the Issuer.
(D) During the past five years, Manin has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Manin has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) Manin is a citizen of the U.S.A.
Aaron Alter
(A) Aaron Alter
(B) The business address of Alter is 7920 Avenida Diestro, Carlsbad, California
92009.
(C) Alter is a private investor whose business address is disclosed in
paragraph (B) above. Alter is the President and founder of Aaron's Computer
Relief, LLC. since 1989.
(D) During the past five years, Alter has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Alter has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) Alter is a citizen of the U.S.A.
Frank A. Cappiello Jr.
(A) Frank A. Cappiello Jr.
(B) The business address of Frank A. Cappiello is Greenspring Station, Suite
250, 10751 Lutherville, MD 21093.
(C) Cappiello is a private investor and a leading financial analysts whose
business address is disclosed in paragraph (B) above. Cappiello is
currently Chairman and a Managing Director of Montgomery Brothers, Cappiello,
LLC, investment advisors with offices in Washington, D.C. and New York.
Cappiello is also a Director of the Issuer.
(D) During the past five years, Cappiello has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Cappiello has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) Cappiello is a citizen of the U.S.A.
Richard Molinsky
(A) Richard Molinsky
(B) The business address of Molinksy is 51 Lords Highway E, Weston, Connecticut
06883.
(C) Molinsky is a private investor whose business address is disclosed in
paragraph (B) above. Molinsky was a broker with Barry Shino from
December 2000 to January 2002. From January 2002 to the present Molinsky is
a self-employed business consultant. His company is Max Communications.
(D) Except as described in this paragraph, during the past five years,
Molinsky has not been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors. On February 13, 2002, in an action before
the Supreme Court of the State of New York, County of New York (People of New
York v. D.H. Blair, et al., Ind. No. 3282/00), Molinsky pled guilty to and was
convicted of the charge of Attempt to Commit the Crime of Enterprise Corruption
and one count of violating the Martin Act - the New York state general business
law - for market manipulation and fraudulent sales practices. This conviction
arose from Molinsky's activities with a now-defunct broker-dealer, D.H. Blair &
Co.
(E) Except as described in this paragraph, during the past five years,
Molinsky has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in his being subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws. On May 5, 2003, the
Securities and Exchange Commission issued an order (Securities Exchange Act of
1934 Release No. 47797) barring Molinsky, and other former stockbrokers at a
now-defunct broker-dealer, D.H. Blair & Co., from associating with any broker or
dealer. Molinsky consented to the issuance of the order, which was based on
criminal convictions obtained by the Manhattan District Attorney's Office after
an investigation by that office and the Commission staff. In connection with
his plea, Molinsky was sentenced to probation and paid $1,500,000 in restitution
to defrauded investors. In addition, Molinsky was required to perform up to
1,500 hours of community service.
(F) Molinsky is a citizen of the U.S.A.
Patricia Ann Bednarik
(A) Patricia Ann Bednarik
(B) The business address of Bednarik is 532 Baltimore-Annapolis Boulevard,
Severna Park, Maryland 21146.
(C) Bednarik is a private investor whose business address is disclosed in
paragraph (B) above. Bednarik is the President of USC/Canterbury Corp., a
wholly owned subsidiary of the Canterbury. She has been President of
USC/Canterbury since October 26, 1994.
(D) During the past five years, Bednarik has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Bednarik has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in her being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) Bednarik is a citizen of the U.S.A.
Daniel Kenyon
(A) Daniel Kenyon
(B) The business address of Kenyon is 200 Lanidex Plaza, Parsippany, NJ
07054.
(C) Kenyon is a private investor whose business address is disclosed in
paragraph (B) above. Kenyon was the Corporate Sales Manager of Canterbury.
(D) During the past five years, Kenyon has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Kenyon has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
that resulted in his being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
(F) Kenyon is a citizen of Canada.
Mathews & Associates, Inc.
(A) Mathews & Associates, Inc.
(B) The business address of Mathews & Associates, Inc. is 2549 W. Golf Road,
Suite 350, Hoffman Estates, IL 60194.
(C) Mathews & Associates, Inc is a private investor whose business address is
disclosed in paragraph (B) above. Mathews & Associates, Inc. is a publishing
company and has been in existence since 1981.
(D) During the past five years, Mathews & Associates, Inc. has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(E) During the past five years, Mathews & Associates, Inc. has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in it being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
(F) Mathews & Associates, Inc. is a company incorporated in the state of
Illinois.
Thomas Spurlock
(A) Thomas Spurlock
(B) The business address of Thomas Spurlock is 200 Lanidex Plaza, Parsippany,
NJ 07054.
(C) Spurlock is a private investor whose business address is disclosed in
paragraph (B) above. Spurlock is also the Vice President of Operations -
Training Division of the wholly owned subsidiaries of Canterbury. Spurlock
has been an employee of Canterbury from May 15, 1995 to July 25, 1997 and from
April 26, 2000 to present.
(D) During the past five years, Spurlock has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
(E) During the past five years, Spurlock has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(F) Spurlock is a citizen of the U.S.A.
-------------------------------------------------------------------------------
Item 3.
Source and Amount of Funds and Other Consideration
The source and amount of funds or other consideration used, or to be used, by
each of S. Pikus, J. Pikus, The Matthew Z. Pikus Trust, McAndrew, CCG Group,
Inc., Zwerlein, Levy, Manin, Alter, Cappiello, Molinsky, Bednarik, Kenyon
Mathews & Associates, Inc., and Spurlock in acquiring beneficial ownership of
shares of Common Stock are set forth below.
Stanton M. Pikus
As of December 1, 2001, S. Pikus owned 151,511 shares of Common Stock in his
name and 95 shares in the name of S. Pikus and J. Pikus JTWROS which were all
cash transactions. (i) On April 18, 2002 S. Pikus gifted to The Matthew Zane
Pikus Trustee 5,952 shares of Common Stock, (ii) on August 21, 2003 Pikus
received 39,549 shares of Common Stock in lieu of cash salary, (iii) on February
12, 2004 S. Pikus purchased with cash 25,000 shares of common stock, (iv) on
July 7, 2004 S. Pikus retired 28,571 shares of Common Stock to satisfy a
promissory note, and (v) on October 14, 2004 S. Pikus transferred 3,913 shares
of Common Stock held in his Company 401(k) to his name, and (vi) S. Pikus
converted a 7 3/4% Senior Convertible Promissory Note (purchased with cash on
June 3, 2003) into 100,000 Canterbury restricted common stock at $.355 per share
on December 17, 2004.
The following qualified and non-qualified stock options were granted at 100% of
the market value on date of grant to S. Pikus.
Date Granted Exercise Price Options
8/2/00 $21.00 3,572
11/28/00 $19.46 10,715
1/9/01 $10.50 10,715
11/12/01 $4.83 14,286
Jean Z. Pikus
As of December 1, 2001, J. Pikus owned 44,496 shares of Common Stock in her name
and 95 shares in the name of S. Pikus and J. Pikus JTWROS which were all
purchased with cash. (i) On August 21, 2003 J. Pikus received 24,240 shares of
Common Stock in lieu of cash salary, (ii) on July 7, 2004 J. Pikus retired
14,286 of Common stock to satisfy a promissory note.
The following qualified and non-qualified stock options were granted at 100% of
the market value on date of grant to J. Pikus.
Date Granted Exercise Price Options
8/2/00 $21.00 2,143
11/28/00 $19.46 3,572
1/9/01 $10.50 3,572
11/12/01 $4.83 8,572
The Matthew Zane Pikus Trust, Jack Uris, Trustee
As of December 1, 2001, The Matthew Zane Pikus Trust, Jack Uris, Trustee owned
4,334 shares of Common Stock all purchased with cash. (i) On April 18, 2002 The
Matthew Zane Pikus Trust received 5,952 shares of Common Stock as a gift from S.
Pikus.
Kevin J. McAndrew
As of December 1, 2001, McAndrew owned 72,806 shares of Common Stock all
purchased with cash. (i) On August 21, 2003 McAndrew received 39,549 shares of
Common Stock in lieu of cash salary, (ii) on July 7, 2004 McAndrew retired
21,429 shares of Common stock to satisfy a promissory note, and (iii) McAndrew
converted a 7 3/4% Senior Convertible Promissory Note (purchased with cash on
June 3, 2003) into 100,000 Canterbury restricted common stock at $.355 per share
on December 17, 2004.
The following qualified and non-qualified stock options were granted at 100% of
the market value on date of grant to McAndrew.
Date Granted Exercise Price Options
8/2/00 $21.00 2,858
11/28/00 $19.46 7,143
1/9/01 $10.50 7,143
11/12/01 $4.83 14,286
CCG Group, Inc.
On December 9, 2004, CCG Group, Inc. purchased with $40,000 in cash a
7 3/4% Senior Convertible Promissory Note from Louis Kassen, IRA. The note was
convertible at any time into 100,000 Canterbury restricted common stock at $.355
per share. On December 17, 2004, CCG Group, Inc. converted the 7 3/4% Senior
Convertible Promissory Note into 100,000 Canterbury restricted common stock.
Richard Zwerlein
As of December 1, 2001, owned 3,699 shares of Common Stock which were all cash
transactions. (i) On December 24, 2001 Zwerlein sold 714 shares of Common
Stock, (ii) on February 4, 2003 Zwerlein sold 1,000 shares of Common Stock,
(iii) on October 5, 2004 1,286 shares of Common Stock were transferred to
Zwerlein from his daughter, Debra Zwerlein and (iv) Zwerlein converted a
7 3/4% Senior Convertible Promissory Note (purchased with cash on
June 3, 2003) into 100,000 Canterbury restricted common stock at $.355 per
share on December 17, 2004.
Marlene LaMont Levy
As of December 1, 2001, Ms. Levy had only indirect beneficial ownership of stock
in the Company held by her husband, William N. Levy. (i) On September 27, 2003
Levy became the Executrix of William N. Levy's estate at which time W. Levy
owned 102,714 shares of Common Stock purchase with cash, (ii) on July 7, 2004
Levy retired 14,286 shares of Common Stock to satisfy a promissory note, (iii)
on November 2, 2004 95 shares of Common Stock were transferred to Levy from her
son; and (iv) Levy converted a 7 3/4% Senior Convertible Promissory Note
(purchased with cash on June 3, 2003) into 100,000 Canterbury restricted common
stock at $.355 per share on December 17, 2004.
Alan Manin
As of December 1, 2001, Manin owned 18,690 shares of Common Stock in his name
and 10,461 shares of Common Stock in the name of Atlantis Family LC, of which
Manin is the sole beneficiary. All of these shares were cash transactions. (i)
On July 7, 2004 Manin retired 3,571 of Common Stock to satisfy a promissory
note, and (ii) Manin converted a 7 3/4% Senior Convertible Promissory Note
(purchased with cash on June 3, 2003) into 100,000 Canterbury restricted common
stock at $.355 per share on December 17, 2004.
The following qualified and non-qualified stock options were granted at 100% of
the market value on date of grant to Manin.
Date Granted Exercise Price Options
8/2/00 $21.00 715
11/12/01 $4.83 2,858
08/18/03 $.75 10,000
Aaron Alter
As of December 1, 2001, Alter owned 43,922 shares of Common Stock which were all
cash transactions. (i) On February 12, 2004 Alter purchased with cash 25,000
shares of common stock, and (ii) Alter converted a 7 3/4% Senior Convertible
Promissory Note (purchased with cash on June 3, 2003) into 100,000 Canterbury
restricted common stock at $.355 per share on December 17, 2004.
Frank Cappiello
As of December 1, 2001, Cappiello owned 45,953 shares of Common Stock which were
all cash transactions. (i) On July 7, 2004 Cappiello retired 10,714 shares of
Common Stock to satisfy a promissory note, and (ii) Cappiello converted a
7 3/4% Senior Convertible Promissory Note (purchased with cash on June 3, 2003)
into 100,000 Canterbury restricted common stock at $.355 per share on
December 17, 2004.
The following qualified and non-qualified stock options were granted at 100% of
the market value on date of grant to Cappiello.
Date Granted Exercise Price Options
8/2/00 $21.00 1,786
11/12/01 $4.83 5,715
08/18/03 $.75 20,000
Richard Molinsky
On December 17, 2004 Molinksy converted a 7 3/4% Senior Convertible Promissory
Note into 100,000 Canterbury restricted common stock at $.355 per share on
December 17, 2004. The note was purchased in June 2003 by Maria Molinsky, spouse
of Richard Molinsky and Mrs. Molinsky assigned the note to her spouse.
Patricia Bednarik
As of December 1, 2001, Bednarik owned 1,429 shares of Common Stock. On July 7,
2004 Bednarik retired those shares of Common Stock to satisfy a promissory note.
The following qualified and non-qualified stock options were granted at 100% of
the market value on date of grant to Bednarik.
Date Granted Exercise Price Options
1/9/01 $10.50 2,143
11/12/01 $4.83 2,143
Daniel Kenyon
Kenyon has no stock interest in Canterbury .
Mathews & Associates, Inc.
On December 17, 2004 Mathews & Associates, Inc. converted a 7 3/4% Senior
Convertible Promissory Note (purchased with cash on June 3, 2003) into 100,000
Canterbury restricted common stock at $.355 per share.
Thomas Spurlock
As of December 1, 2001 Spurlock owned 24 shares of Common Stock which he
received when he rolled out of his 401(k) plan in 1999.
--------------------------------------------------------------------------------
Item 4.
Purpose of Transaction
As previously reported by the Issuer on November 1, 2004, a group of its
shareholders, including members of management, submitted a proposal of merger to
the Issuer that would result in the Issuer becoming privately-held. Under the
terms of the proposal, which was non-binding, the shareholder group would pay
$0.40 per share in cash for each share of the Issuer's stock not held by members
of the group. The shareholder group would then be the only owners of the Issuer
following the consummation of the transaction. The proposal was subject to
numerous conditions, including the satisfaction of requirements of corporate law
and federal securities laws.
The members of the group were S. Pikus, J. Pikus, The Matthew Z. Pikus Trust,
McAndrew, CCG Group, Inc., Zwerlein, Levy, Manin, Alter, Cappiello, Molinsky,
Bednarik, Kenyon, Mathews & Associates, Inc. and Spurlock, all of whom are
the reporting persons under this amended Schedule 13D.
On March 15, 2005 the Group's proposal of merger was withdrawn, when the
Agreement and Plan of Merger terminated by its terms. The reporting persons,
therefore, disclaim membership in a group after March 15, 2005.
--------------------------------------------------------------------------------
Item 5.
Interest in Securities of the Issuer
Stanton M. Pikus
(A) The aggregate number and percentage of Common Stock beneficially owned by
S. Pikus are 324,833 shares and 10.8% of the issued and outstanding shares of
Common Stock, respectively.
(B) With respect to 285,450 shares of Common Stock identified pursuant to
paragraph (A) above, S. Pikus has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of such shares of
Common Stock. With respect to 95 shares of Common Stock identified pursuant to
paragraph (A) above, S. Pikus and J. Pikus have the power to vote or to direct
the vote and the power to dispose or to direct the disposition of such shares of
Common Stock. With respect to 39,288 shares of Common Stock identified pursuant
to paragraph (A) above, S. Pikus will have the sole power to vote or to direct
the vote and the sole power to dispose or to direct the disposition of such
shares of Common Stock upon the exercise of the S. Pikus Option.
(C) See Item 3 above with respect to S. Pikus.
(D) Not applicable.
(E) Not applicable.
Jean Z. Pikus
(A) The aggregate number and percentage of Common Stock beneficially owned by
J. Pikus are 72,404 shares and 2.4% of the issued and outstanding shares of
Common Stock, respectively.
(B) With respect to 54,450 shares of Common Stock identified pursuant to
paragraph (A) above, J. Pikus has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of such shares of
Common Stock. With respect to 95 shares of Common Stock identified pursuant to
paragraph (A) above, J. Pikus and S. Pikus have the power to vote or to direct
the vote and the power to dispose or to direct the disposition of such shares of
Common Stock. With respect to 17,859 shares of Common Stock identified pursuant
to paragraph (A) above, J. Pikus will have the sole power to vote or to direct
the vote and the sole power to dispose or to direct the disposition of such
shares of Common Stock upon the exercise of the J. Pikus Option.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
The Matthew Zane Pikus Trust, Jack Uris, Trustee
(A) The aggregate number and percentage of Common Stock beneficially owned by
The Matthew Zane Pikus Trust are 10,286 shares and 0.3% of the issued and
outstanding shares of Common Stock, respectively.
(B) The Matthew Zane Pikus Trust, Jack Uris, Trustee has the sole power to
vote or to direct the vote and the sole power to dispose or to direct the
disposition of all shares identified pursuant to paragraph (A) above.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
Kevin J. McAndrew
(A) The aggregate number and percentage of Common Stock beneficially owned by
McAndrew are 222,356 shares and 7.4% of the issued and outstanding shares of
Common Stock, respectively.
(B) With respect to 190,926 shares of Common Stock identified pursuant to
paragraph (A) above, McAndrew has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of such shares of
Common Stock. With respect to 31,430 shares of Common Stock identified pursuant
to paragraph (A) above, McAndrew will have the sole power to vote or to direct
the vote and the sole power to dispose or to direct the disposition of such
shares of Common Stock upon the exercise of the McAndrew Option.
(C) See Item 3 above with respect to McAndrew.
(D) Not applicable.
(E) Not applicable.
CCG Group, Inc.
(A) The aggregate number and percentage of Common Stock beneficially owned by
CCG Group, Inc. are 100,000 shares and 3.4% of the issued and outstanding shares
of Common Stock, respectively.
(B) CCG Group, Inc. has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of all shares identified
pursuant to paragraph (A) above.
(C) See Item 3 above with respect to CCG Group, Inc.
(D) Not applicable.
(E) Not applicable.
Richard Zwerlein
(A) The aggregate number and percentage of Common Stock beneficially owned by
Zwerlein are 103,271 shares and 3.5% of the issued and outstanding shares of
Common Stock, respectively.
(B) Zwerlein has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of all shares identified pursuant
to paragraph (A) above.
(C) See Item 3 above with respect to Zwerlein.
(D) Not applicable.
(E) Not applicable.
Marlene LaMont Levy
(A) The aggregate number and percentage of Common Stock beneficially owned by
Levy are 188,523 shares and 6.4% of the issued and outstanding shares of Common
Stock, respectively.
(B) Levy has the sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition of all shares identified pursuant to
paragraph (A) above.
(C) See Item 3 above with respect to Levy.
(D) Not applicable.
(E) Not applicable.
Alan Manin
(A) The aggregate number and percentage of Common Stock beneficially owned by
Manin are 139,153 shares and 4.7% of the issued and outstanding shares of Common
Stock, respectively.
(B) With respect to 125,580 shares of Common Stock identified pursuant to
paragraph (A) above, Manin has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the disposition of such shares of Common
Stock. With respect to 13,573 shares of Common Stock identified pursuant to
paragraph (A) above, Manin will have the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of such shares
of Common Stock upon the exercise of the Manin Option.
(C) See Item 3 above with respect to Manin.
(D) Not applicable.
(E) Not applicable.
Aaron Alter
(A) The aggregate number and percentage of Common Stock beneficially owned by
Alter are 168,922 shares and 5.7% of the issued and outstanding shares of Common
Stock, respectively.
(B) Alter has the sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition of all shares identified pursuant to
paragraph (A) above.
(C) See Item 3 above with respect to Alter.
(D) Not applicable.
(E) Not applicable.
Frank Cappiello
(A) The aggregate number and percentage of Common Stock beneficially owned by
Cappiello are 162,740 shares and 5.4% of the issued and outstanding shares of
Common Stock, respectively.
(B) With respect to 135,239 shares of Common Stock identified pursuant to
paragraph (A) above, Cappiello has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of such shares of
Common Stock. With respect to 27,501 shares of Common Stock identified pursuant
to paragraph (A) above, Cappiello will have the sole power to vote or to direct
the vote and the sole power to dispose or to direct the disposition of such
shares of Common Stock upon the exercise of the Cappiello Option. With respect
to 100,000 shares of Common Stock identified pursuant to paragraph (A) above,
Cappiello will have the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of such shares of Common Stock
upon the conversion of the 7 3/4 Senior Convertible Promissory Note identified
pursuant to paragraph (A) above.
(C) See Item 3 above with respect to Cappiello.
(D) Not applicable.
(E) Not applicable.
Richard Molinsky
(A) The aggregate number and percentage of Common Stock beneficially owned by
Molinsky are 100,000 shares and 3.4%of the issued and outstanding shares of
Common Stock, respectively. These shares of Common Stock are the securities into
which a 7 3/4% Senior Convertible Promissory Note owned by his spouse, Maria
Molinsky, are convertible.
(B) Molinksy has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of all shares identified pursuant
to paragraph (A) above.
(C) See Item 3 above with respect to Molinsky.
(D) Not applicable.
(E) Not applicable.
Patricia Ann Bednarik
(A) The aggregate number and percentage of Common Stock beneficially owned by
Bednarik are 4,286 shares and 0.2% of the issued and outstanding shares of
Common Stock, respectively.
(B) With respect to 4,286 shares of Common Stock identified pursuant to
paragraph (A) above, Bednarik will have the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of Common Stock
upon the exercise of the Bednarik Option.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
Daniel Kenyon
(A) Not applicable.
(B) Not applicable.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
Mathews & Associates, Inc.
(A) The aggregate number and percentage of Common Stock beneficially owned
by Mathews & Associates, Inc. are 100,000 shares and 3.4% of the issued and
outstanding shares of Common Stock, respectively.
(B) Mathews & Associates, Inc. has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of all shares
identified pursuant to paragraph (A) above.
(C) See Item 3 above with respect to Mathews & Associates, Inc.
(D) Not applicable.
(E) Not applicable.
Thomas Spurlock
(A) The aggregate number and percentage of Common Stock beneficially owned by
Spurlock are 24 shares and 0% of the issued and outstanding shares of Common
Stock, respectively.
(B) Spurlock has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of all shares identified pursuant
to paragraph (A) above.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
--------------------------------------------------------------------------------
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Directors and Officers
Stanton M. Pikus - Chairman of the Board of Directors
Kevin J. McAndrew - President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Director
Jean Z. Pikus - Vice President, Secretary and Director
Frank A. Cappiello - Director
Alan B. Manin - Director
Stock Option
The Issuer has one stock option plan, the 1995 Non-Qualified Stock Option Plan.
S. Pikus, J. Pikus, McAndrew, Manin, Cappiello and Bednarik all have stock
options which are delineated in Item 3 - Source and Amount of Funds and Other
Consideration.
--------------------------------------------------------------------------------
Item 7.
Material to be Filed as Exhibits
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement on this Schedule 13D/A2 is
true, complete and correct.
Date: April 12, 2005
/S/ Stanton M. Pikus
-----------------------------------
Stanton M. Pikus
/S/ Jean Z. Pikus
-----------------------------------
Jean Z. Pikus
/S/ Jack Uris, Trustee
-----------------------------------
Jack Uris, Trustee
The Matthew Zane Pikus Trust, Jack Uris, Trustee
/S/ Kevin J. McAndrew
-----------------------------------
Kevin J. McAndrew
/S/ Kevin J. McAndrew
-----------------------------------
Kevin J. McAndrew, President
CCG Group, Inc.
/S/ Richard Zwerlein
-----------------------------------
Richard Zwerlein
/S/ Marlene LaMont Levy
-----------------------------------
Marlene LaMont Levy
/S/ Alan Manin
-----------------------------------
Alan Manin
/S/ Aaron Alter
-----------------------------------
Aaron Alter
/S/ Frank Cappiello
-----------------------------------
Frank Cappiello
/S/ Richard Molinsky
-----------------------------------
Richard Molinsky
/S/ Patricia Bednarik
-----------------------------------
Patricia Bednarik
/S/ Daniel Kenyon
-----------------------------------
Daniel Kenyon
/S/ William Mathews
-----------------------------------
William Mathews, President
Mathews & Associates, Inc.
/S/ Thomas Spurlock
-----------------------------------
Thomas Spurlock
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).