-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PmYKB6GZk11M3blT53/+8ZEzHczPRxUqP32F/vAX9lDbqYTmnji1Em/BXF+FNCBh gFzicu9k3xVa7UGJINh/BQ== 0001012287-97-000018.txt : 19970505 0001012287-97-000018.hdr.sgml : 19970505 ACCESSION NUMBER: 0001012287-97-000018 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970502 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTERBURY CORPORATE SERVICES 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15588 FILM NUMBER: 97594479 BUSINESS ADDRESS: STREET 1: 1600 MEDFORD PLZ STREET 2: RTE 70 & HARTFORD RD CITY: MEDFORD STATE: NJ ZIP: 08055 BUSINESS PHONE: 6099530044 MAIL ADDRESS: STREET 1: 1600 MEDFORD PLZ CITY: MEDFORD STATE: NJ ZIP: 08055 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY EDUCATIONAL SERVICES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY PRESS INC DATE OF NAME CHANGE: 19870615 DEF 14A 1 Canterbury Corporate Services, 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, in the form enclosed with this Proxy Statement, are solicited by the Board of Directors of Canterbury Corporate Services, Inc. for the Annual Meeting of Stockholders to be held on June 12, 1997 at 10:00 a.m. at The Mansion on Main Street, Plaza 3000 at Main Street, Voorhees, New Jersey. Shareholders of record as of the close of business on April 17, 1997 will be entitled to vote at the meeting and any adjournment thereof. As of that date, 15,674,044 shares of common stock of the Corporation were outstanding and entitled to one vote each. Execution of a proxy will not in any way affect a shareholder'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 shareholders may be revoked prior to June 12, 1997 at 10:00 a.m. by mail or other deliveries in writing, or by voice vote if the shareholder attends the Annual Meeting. The persons named as attorneys in the proxies are either Officers or Directors of the Corporation. 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 stated below under "Election of Directors." Where a choice has been specified on the proxy with respect to the proposal, the shares represented by the proxy will be voted in accordance with the specification and will be votes FOR that proposal if no specification is indicated. Under Pennsylvania law, the presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at a meeting, shall constitute a quorum for purposes of consideration and action on a matter. Only shareholders indicating an affirmative or negative decision on a matter are treated as voting, so that 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. In the event a shareholders' meeting is called for the election of Directors and is adjourned for lack of a quorum and another shareholders' meeting is called, those shareholders entitled to vote who attend the adjourned meeting, although less than a quorum as fixed under Pennsylvania law or in the by-laws, shall nevertheless constitute a quorum for the purpose of electing Directors. If a meeting called to vote upon an other matter than the election of Directors has been adjourned for at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend such meeting, although less than a quorum as fixed under Pennsylvania law or in the by-laws shall nevertheless constitute a quorum for purpose of acting upon any matter set forth in the notice of meeting, if the notice actually states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose upon acting on the matter, then the vote would be binding. No other matters are expected to be presented to the meeting. If any other matter should be presented at the meeting upon which it is proper to take a vote, shares represented by all proxies received will be voted with respect thereto in accordance with 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, 1996 as filed with the SEC, including complete financial statements audited by Ernst & Young, L.L.P., as well as the Company's Form 10-Q report for the period ended February 28, 1997 are available upon request. The first date that this Proxy Statement and Proxy Material were sent to the shareholders was May 1, 1997. 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 pursuant to the proxy for a substitute.
NOMINEES FOR DIRECTORS - ---------------------- Name Age Director Since Principal Occupation - ---------------- --- -------------- --------------------------- Stanton M. Pikus 56 1981 President, Chief Executive Officer, and Chairman of the Board of Directors Kevin J. McAndrew 39 1990 Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer Jean Zwerlein Pikus 43 1984 Vice President - Operations, Secretary Alan B. Manin 60 1981 Vice President - Marketing Stephen M. Vineberg* 53 1988 President, CMQ, Inc. Paul L. Shapiro* 46 1992 Manager, McKesson Drug Co. Frank A. Cappiello* 71 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 the Company (1981). He graduated from The Wharton School of the University of Pennsylvania (B.S., Economics and Accounting) in 1962. 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. Since 1984, Mr. Pikus has devoted 100% of his time to the Company. KEVIN J. McANDREW, CPA, Chief Operating Officer since December, 1993; Executive Vice President and Chief Financial Officer of the Company since June 21, 1987; Treasurer since January, 1988; and Director since 1990. 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, 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). Ms. Pikus is the wife of the President, Stanton M. Pikus. ALAN B. MANIN, Vice President of Marketing and Director of the Company since its inception, is a graduate of Temple University (B.S., 1960; M.Ed., 1966); a former 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); President, Chief Operating Officer and founder of Health Careers Academy, a federally accredited (National Association of Trade and Technical Schools) vocational school (1974-1979); and a founder of the Company (1981). 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 April, 1995 is President of an investment counseling firm: McCullough, Andrews & Cappiello, Inc., providing 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. Prior to 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. RELATED TRANSACTIONS - -------------------- Please be advised that the present Officers and Directors have the following relationships and related transactions with the Company. In early 1993, the Company agreed to purchase and restructure the key-man life insurance policies for its Corporate Officers. The amount and beneficiary of the key-man life insurance policies are as follows:
Amount of Corporate Officers Policy Beneficiary - ------------------ --------- ----------- Stanton M. Pikus $1,000,000 Company Kevin J. McAndrew $1,000,000 Company Jean Z. Pikus $ 500,000 Company
Frank A. Cappiello was granted 100,000 options on January 30, 1995 which are not part of the 1987 Employee Stock Option Plan. The options convert to restricted common stock and Mr. Cappiello has five years from the date of grant to exercise these options. In January, 1997 Mr. Cappiello purchased 100,000 shares of Canterbury Corporate Services, Inc. restricted common stock at $.47 per share. Mr. Cappiello also received 100,000 five year stock options exercisable at $.75 per share for his services, as well as his membership on the Board for the next two years. EXECUTIVE CASH COMPENSATION - --------------------------- The following table sets forth a summary of cash compensation paid by the Company with respect to services rendered in fiscal 1994, 1995 and 1996 to the Chief Executive Officer and each of the other four most highly-compensated Officers of the Company who received at least $100,000 in total annual compensation.
Summary Compensation Table -------------------------- Other Restrct. Securities Stock Name & Annual Stock Underlying LTIP Option Principal Bonus Comp. Award(s) Options/ Payout Exercise Position (1) Yr. Sal.($) ($) ($) ($) SARs (#) ($) Comp. ($) - ------------ ---- ------- ----- ------- -------- ---------- ------ --------- Stanton M. 1996 $195,000 $ - $ - $ - $ - $ - $ - Pikus, President 1995 199,148 - - - - - 26,120 1994 149,580 - - - - - 40,794 Kevin 1996 $120,000 $ - $ - $ - $ - $ - $ - McAndrew, Executive 1995 127,111 - - - - - 11,307 Vice President 1994 90,234 18,000 - - - - 31,687 (1) No other Executive Officers received in excess of $100,000 in total annual compensation for the three year period.
OPTION GRANTS - ------------- The following individuals were granted five year stock options exercisable at $1.03 per share pursuant to the 1995 Stock Incentive Plan to Executive Officers during Fiscal 1996: Name Stock Option Amount ----------- ------------------- Alan Manin 10,000 Jean Z. Pikus 25,000 Kevin J. McAndrew 50,000 Stanton M. Pikus 50,000
AGGREGATED OPTION EXERCISES IN 1996 AND FISCAL YEAR-END 1995 OPTION VALUES - -------------------------------------- The following table provides information on option exercises in fiscal 1996 by the Executive Officers and on the Executive Officers' unexercised options at November 30, 1996. Included are options granted under the 1987 Employee Stock Option Plan and the 1995 Stock Incentive Plan.
Number of Securities Value of Unexercised Shares underlying In-The-Money Optns. Acquired Value Unexercised Optns. at Year-End 1996(#) on Realized at Yr.-End 1996(#) Name Exercise(#) ($) Exercisable/ Exercisable/ Unexercisable Unexercisable - ---------------- ----- -------- --------- ------------ ----------- -------- Stanton M. Pikus 0 - 100,000 0 0 0 Kevin J. McAndrew 0 - 225,000 0 0 0 Alan Manin 0 - 20,000 0 0 0 Jean Z. Pikus 0 - 75,000 0 0 0
Option holders have five years from the date of grant to exercise any or all of their options, and upon leaving the Company 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 1996, the Company entered into an adjusted employment agreement with the President. The term of the agreement is five years and calls 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 two years after his employment with the Company has terminated. For the year ended November 30, 1996 the President waived his right to receive any performance bonus earned and in exchange his contract was extended for one year through 2001. The Company also has an adjusted employment agreement with its Executive Vice President and Chief Operating Officer. The term of the agreement is five years and calls for a base salary of $120,000 for Fiscal 1996 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 of the five years 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 two years after his employment with the Company has terminated. For the year ended November 30, 1996, the Executive Vice President waived his right to receive any performance bonus earned and in exchange the contract was extended to 2001. 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 the Company (Frank A. Cappiello, Paul Shapiro and Stephen Vineberg). DIRECTORS' REMUNERATION - ----------------------- Directors receive no cash compensation for services as Directors. Frank A. Cappiello, Paul Shapiro and Stephen Vineberg received 10,000 five-year stock options at market value during the fiscal year. The Company had 18 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 78% of said meetings. PERFORMANCE GRAPH - ----------------- The following graph demonstrates a comparison of the Company's shareholder 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 Non-Financial Stocks. The comparison assumes $100.00 was invested on November 30, 1991 in the Company's common stock, the NASDAQ Stock Market (US) and the NASDAQ Non-Financial Stocks. COMPARISON OF CUMULATIVE TOTAL RETURN N=Nasdaq National D 600- NF=Nadsaq Financial C=Canterbury O 500- C L 400- C NF,N NF,N L 300- C NF,N NF,N,C A 200- NF,N R 100-NF,N,C C S 0- 1991 1992 1993 1994 1995 1996 Y E A R S 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 - ----------------------------------------------------------- Shares Beneficially % Owned of Name Owned on April 17, 1997 Company's Shares - ---------------- ------------------------- ---------------- Stanton M. Pikus 1,524,737(3) 9.73% Kevin J. McAndrew 453,909(4) 2.90% Jean Zwerlein Pikus(1) 209,416(5) 1.34% Alan B. Manin 395,683(6) 2.52% Roger E. Flax, Ph.D. 155,000(7) .99% Stephen M. Vineberg 100,885(8) .64% Paul L. Shapiro 72,000(9) .46% Frank A. Cappiello 395,000(10) 2.52% Virginia FitzPatrick 40,000(11) .26% Edward Koenig (2) 423,544 2.72% ------------- ----- TOTAL 3,770,174 24.05% ============= ======
(1) Wife of Stanton M. Pikus, deemed to have beneficial interest in the 1,524,737 owned by husband,included are 50,000 stock options exercisable at $3.63 per share; 50,000 stock options exercisable at $1.03 per share and 100,000 stock options exercisable at $.75 per share. (2) As a result of the November, 1993 acquisition of Landscape Maintenance Services, Inc., Edward Koenig and his immediate family received a total of 1,029,000 shares of Company common stock. In October, 1996 as part of the litigation settlement with the Company, 150,000 shares were returned as part of the settlement. Currently Mr. Koenig and his immediate family now own 879,000 (5.7%) of Company common stock. (3) Included are 50,000 stock options exercisable at $3.63 per share; 50,000 stock options exercisable at $1.03 per share and 100,000 stock options exercisable at $.75 per share. (4) Included are 100,000 stock options exercisable at $2.75 per share; 50,000 stock options exercisable at $3.63; 25,000 stock options exercisable at $2.50 per share; 50,000 stock options exercisable at $1.03 per share and 50,000 stock options exercisable at $.75 per share. (5) Included are 30,000 stock options exercisable at $3.63 per share; 20,000 stock options exercisable at $2.50 per share; 25,000 stock options exercisable at $1.03 per share and 25,000 stock options exercisable at $.75 per share. (6) Included are 10,000 stock options exercisable at $3.63 per share; 10,000 stock options exercisable at $1.03 per share and 10,000 stock options exercisable at $.75 per share. (7) Included are 150,000 stock options exercisable at $4.00 per share. (8) Included are 7,500 stock options exercisable at $2.75 per share; 7,500 stock options exercisable at $3.13 per share; 7,500 stock options exercisable at $4.50 per share; 10,000 stock options exercisable at $2.81 per share; 2,500 stock options exercisable at $2.75 per share; 5,000 stock options exercisable at $1.50 per share; 10,000 stock options exercisable at $1.03 per share and 25,000 stock options exercisable at $.75 per share. (9) Included are 7,500 stock options exercisable at $2.75 per share; 7,500 stock options exercisable at $3.13 per share; 2,500 stock options exercisable at $2.75 per share; 7,500 stock options exercisable at $4.50 per share; 10,000 stock options exercisable at $2.81 per share; 10,000 stock options exercisable at $1.03 per share and 25,000 stock options exercisable at $.75 per share. (10) Included are 100,000 stock options exercisable at $2.00 per share; 10,000 stock options exercisable at $1.03 per share and 100,000 stock options exercisable at $.75 per share (see related transactions). (11) Included are 10,000 stock options exercisable at $2.81 per share and 10,000 stock options exercisable at $3.00 per share. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive Officers, Directors, and Affiliates to file initial reports of ownership and reports of changes of ownership of the Company's common stock with the Securities and Exchange Commission. These executive Officers, Directors, and Affiliates are required to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the Company's review of Securities and Exchange Commission Forms 3, 4, and 5 submitted to the Company, and written representations from these Officers, Directors, and Affiliates that no other reports were required, the Company notes that all forms were filed in a timely fashion. Proposal No. 2 - APPOINTMENT OF ACCOUNTANTS - -------------- -------------------------- Subject to shareholder ratification, the Board of Directors has reappointed the firm of Ernst & Young, LLP, Certified Public Accountants, as independent auditors to make an examination of the accounts of the Company for the year ending November 30, 1997. Ernst & Young audited Canterbury's books for the fiscal years 1984 through 1996. One or more members of this firm are expected to be present at the Annual Meeting, and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. 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. Proposal No. 3 - APPROVE THE NAME CHANGE OF THE COMPANY TO CANTERBURY - -------------- INFORMATION TECHNOLOGY, INC. BY AMENDING ITS CERTIFICATE OF INCORPORATION ----------------------------------------------------------- The Company believes that the name of the Company should be changed by amending its Certificate of Incorporation to Canterbury Information Technology, Inc., to better describe the Company's current and future business activities. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3. EXPENSES OF SOLICITATION - ------------------------ The cost of the solicitation of proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited by regular employees of the Company, either personally or by telephone or telegraph. The Company 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 - ------------- A copy of the Company's annual report to stockholders for the year ended November 30, 1996 is enclosed herein. 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 Corporate Services, Inc.'s SEC filings, including periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from the Canterbury investor relations department. The Board of Directors does not intend to bring any matters before the meeting other than as stated in this proxy statement, and is not aware that any other matters will be presented for action at the meeting. If any other matters come before the meeting, the persons named in the enclosed form of proxy will vote the proxy with respect thereto in accordance with their best judgment, pursuant to the discretionary authority granted by the proxy. The cost of preparing, assembling and mailing the proxy material will be borne by the Company. All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Meeting in accordance with the directions given. In voting by proxy in regard to the election of seven Directors to serve until the 1997 Annual Meeting of Stockholders, stockholders may vote in favor of all nominees or withhold their votes as to all nominees or withhold their votes as to specific nominees. With respect to other items to be voted upon, stockholders may vote in favor of the item or against the item or may abstain from voting. Stockholders should specify their choices on the enclosed proxy. If no specific instructions are given with respect to the matters to be acted upon, the shares represented by the proxy will be voted FOR the election of all Directors, FOR the proposal to ratify and approval of the appointment of independent accountants and FOR the proposal to change the Company name to Canterbury Information Technology, Inc. Respectfully submitted, By: /s/ Jean Zwerlein Pikus ---------------------------- Jean Zwerlein Pikus Vice President and Secretary Dated: May 1, 1997 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. EX-99.1 2 PRESS RELEASE CANTERBURY CORPORATE SERVICES, INC. ----------------------------------- 1600 Medford Plaza, Medford, New Jersey 08055 (609) 953-0044 FAX (609) 953-0062 For Immediate Release CANTERBURY REPORTS PROFITABLE FIRST QUARTER ******* COMPANY EXPECTS OPERATING EARNINGS PER SHARE FOR YEAR TO BE SIGNIFICANTLY BETTER Medford, New Jersey: April 16, 1997 Canterbury Corporate Services, Inc. (NASDAQ - XCEL) - announced today that for the three months ended February 28, 1997 revenues were $3,174,279 versus $3,229,136 in 1996. Primary earnings per share was $.01 versus $.03 from continuing operations and $.06 inclusive of the previously owned landscape subsidiary. Stanton M. Pikus, President, was quoted as saying, "Much of our time and energy in the first fiscal quarter was spent on due diligence associated with the acquisition Letters of Intent previously announced, as well as the on-going search for additional acquisitions. Operating results were impacted due to non-recurring expenses related to: litigation (now settled) with Chase Bank, higher personnel costs resulting from the aggressive expansion of CALC/Canterbury Corp. and the necessity to gear up for multi-service information technology related expansion associated with the acquisitions previously reported. The first quarter was also the first period we are reporting which does not include ownership of the landscape subsidiary. Now that we have completed the reengineering of our Company and our business plan is focused within the information technology industry, we expect subsequent quarters to show significantly improved earnings per share, both quarter by quarter in 1997, and in relation to comparative quarters in 1996." The Canterbury Companies have historically provided a variety of computer and management training programs and consulting services which are marketed to Fortune 1000 companies. CALC/Canterbury Corp. offers computer software training and is a Microsoft Solution Provider and Authorized Technical Education Center. CALC/Canterbury Corp. also offers training for Lotus, Apple, Borland and many more software manufacturers. MSI/Canterbury Corp. offers sales training, management development and various forms of communications and personal development courses. The Company has embarked upon an active acquisition program within the information technology sector and has previously announced the signing of Letters of Intent to acquire profitable software consulting and development, as well as computer consulting companies. This press release 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 Corporate Services, Inc.'s SEC filings, including periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from the Canterbury investor relations department. EX-99.2 3 PROXY CARD CANTERBURY CORPORATE SERVICES, INC. PROXY FOR ANNUAL MEETING FISCAL 1996 Please sign and return immediately KNOW ALL MEN BY THESE PRESENTS that I, the undersigned being a stockholder of Canterbury Corporate Services, Inc., Medford, New Jersey do hereby constitute and appoint Stanton M. Pikus and Kevin J. McAndrew, or either one of them (with full power to act alone), my true and lawful attorney(s) with full power of substitution to attend the Annual Meeting of Stockholders of said Corporation to be held at The Mansion on Main Street, Plaza 3000 at Main Street, Voorhees, New Jersey on June 12, 1997 at 10:00 a.m. or any and all adjournment thereof, and to vote all stock owned by me or standing in my name, place and stead on the proposals specified in the notice of meeting dated May 1, 1997 or any and all adjournments thereof, with all the power I possess if I were personally present, hereby ratifying and confirming all that my said proxy or proxies may be in my name, place and stead as follows: IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE 1. Election of Directors --------------------- To elect seven (7) Directors, each for a term of one (1) year or until the next Annual Meeting: Stanton M. Pikus, Kevin J. McAndrew, Jean Zwerlein Pikus, Alan B. Manin, Stephen M. Vineberg, Paul L. Shapiro and Frank A. Cappiello It is specifically directed that this Proxy be voted: FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES [ ] INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below: 2. Proposal to ratify Ernst & Young, LLP, as the Company's Independent Public Auditors. IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ] 3. To approve the name change of the Company to Canterbury Information Technology, Inc. by amending its Certificate of Incorporation. IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ] 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ] IF NO DESIGNATIONS ARE MADE IN THE SPACES PROVIDED ABOVE, THIS PROXY WILL BE VOTED "IN FAVOR OF" THE ABOVE PROPOSALS. The shares represented by a properly executed Proxy will be voted as directed. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS; IT MAY BE REVOKED PRIOR TO ITS EXERCISE. ____________________________________(L.S.) DATE: _______, 1997 (Print Name) ____________________________________(L.S.) DATE: _______, 1997 (Signature of Stockholder) NOTE: ALL JOINT OWNERS MUST SIGN INDIVIDUALLY. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR CUSTODIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. EX-99.3 4 1996 ANNUAL REPORT C A N T E R B U R Y I N F O R M A T I O N T E C H N O L O G Y , I N C . 1 9 9 6 A n n u a l R e p o r t Canterbury Information Technology, Inc. 1600 Medford Plaza, Medford, New Jersey 08055 (609) 953-0044 Fax (609) 953-0062 Web site: canterburyxcel.com (NASDAQ: XCEL) Visit our Web site for continuing up-to-date information. Canterburyxcel.com The Board of Directors has voted to change the Company's name from Canterbury Corporate Services, Inc. to Canterbury Information Technology, Inc. in order to make it more representative of the Company's current business. The Stockholders must, however, vote their approval at the Annual Meeting of Stockholders scheduled for June 12, 1997. If approved by the Stockholders, the Company's name will be officially changed by an amendment to the Certificate of Incorporation. In anticipation of a favorable vote, the Company has used the new name in this Annual Report since it will be used throughout this year. The Company's NASDAQ National Market symbol will remain "XCEL." Dear Fellow Stockholders: Canterbury completed a three-year reengineering program in Fiscal 1996. We have divested all of our non-related businesses and are totally focused on expansion as an information technology company. Toward this end, our Board of Directors voted to change our name to Canterbury Information Technology, Inc. The stockholders must vote their approval at the Annual Meeting of Stockholders. In November, we sold our landscaping subsidiary at a substantial profit. This sale, combined with the profitable sale of the printing subsidiary in late 1995, assuming no pre-payments, will provide Canterbury with more than $800,000 per year of cash flow for the next nine years. This annuity stream will balloon in year ten with lump sum payments in excess of $3,500,000. Canterbury's financial accomplishments in Fiscal 1996 included the following: Total assets increased to $27,465,000; an increase of $1,765,000. Term debt was reduced from $5,706,000 to $3,631,000. (We paid back to the bank $2,459,000.) Stockholder's equity (net worth) increased to $16,258,000 (an increase of $3,146,000). For the second year in a row, cash flow from continuing operations was in excess of $1,900,000. In 1996, our cash profit from operations was $1,962,000. Midway through fiscal 1996, Canterbury initiated an aggressive acquisition search. Our goal was to search out profitable, information technology companies, with competent on-going management to augment the technology computer training that CALC/Canterbury is successfully offering to its corporate customers. Since corporations accessing computer training also need computer and software consulting, network and systems development, systems integration, Internet development and application, as well as Intranet conversions, the Canterbury family of companies will be poised to provide a fully integrated, comprehensive approach to information technology. CANTERBURY'S INFORMATION TECHNOLOGY MERGER/ACQUISITION MODEL Computer Technical Software Network Systems Internet and Training Training Consultants and Integrators Intranet Companies Companies and Systems ----- Installers, Developers Developers Help Lines Consultants and and Installers Developers CANTERBURY TRAINING AFFILIATES In Fiscal 1996, many of CALC/Canterbury Corp.'s clients told us that they wished their nationwide employees could receive the same exceptional quality computer training that their local employees receive at CALC/Canterbury Corp.'s facilities in New York City and New Jersey. This request was implemented and Canterbury Training Affiliates (CTA's) were created. We spent many months evaluating independent training facilities around the nation. We personally visited most of the sites to judge their merit. Many of our CTA members were recommended to us through our fellow members of the Information Technology Training Association (ITTA). After careful scrutiny of many independent training companies, we made our selections and have expanded our computer training capabilities nearly ten-fold. At the same time, we established a powerful distribution channel for many other forms of information technology services and products. Every company that Canterbury acquires will be able to sell their products and services through this marketing and sales network. Our 81 CTA's are located in the following cities... Birmingham, AL Winston-Salem, NC San Diego, CA Syracuse, NY San Francisco, CA Rochester, NY Los Angeles, CA Cleveland, OH Sacramento, CA Philadelphia, PA Denver, CO Pittsburgh, PA Washington, DC Charleston, SC Jacksonville, Fl Coumbia, SC Atlanta, GA Greenville, SC Augusta, GA Memphis, TN Chicago, IL Nashville, TN Lexington, KY El Paso, TX Boston, MA Houston, TX Baltimore, MD Salt Lake City, UT Detroit, MI Richmond, VA Minneapolis, MN Bellevue, WA St. Louis, MO Jackson, MS Canada Charlotte, NC Montreal Greensboro, NC Ontario Raleigh, NC SUBSEQUENT EVENTS: January 21, 1997 - CALC/Canterbury Corp. and Bluestone, Inc. formed an alliance to deliver web development training to corporations and web developers who build business applications to serve the rapid growth of the Internet, Intranets and Extranets. March 13, 1997 - Canterbury's Board of Directors voted to change the Company's name to Canterbury Information Technology, Inc., in order to better describe Canterbury's current and future business segments. The stockholders must approve this name change at the next Annual Meeting of Stockholders. April 15, 1997 - Canterbury reduced its term debt by an additional $918,000. The $8,300,000 of bank-term debt incurred in June of 1994 at the acquisition of CALC has been reduced to less than $2,800,000. April 17, 1997 - Canterbury completed the acquisition of ATM Technologies, Inc., a software consulting and development company based in Houston, Texas. ATM has been in business since 1984, specializing in PC-based tracking systems. ATM is a well-managed, profitable company that fits nicely within Canterbury's corporate model. ATM will be renamed ATM/Canterbury Corp. April 21, 1997 - Canterbury signed an investment banking relationship with H. J. Meyers & Co., Inc. H. J. Meyers is a national, full service brokerage firm employing approximately 500 account executives in 18 offices including: Atlanta, GA; Boston, MA; Chicago, IL; Cincinnati, OH; Dallas, TX; Kansas City, KS; Long Island, NY; Los Angeles, CA; New York City, NY; Philadelphia, PA; Red Bank, NJ; Richmond, VA; Rochester, NY; San Francisco, CA and Woodbridge, NJ. H. J. Meyers will also act as a financial consultant and investment banker to Canterbury as it takes advantage of expansion opportunities. We look forward to an exciting and profitable 1997. Respectfully submitted, By:/s/Stanton M. Pikus By:/s/Kevin J. McAndrew ---------------------- ---------------------- Stanton M. Pikus Kevin J. McAndrew President Executive Vice President Chief Executive Officer Chief Operating Officer Balance Sheet Information as of November 30, 1996 Cash and cash equivalents $ 440,178 Accounts receivable, net 3,142,024 Prepaid and other current assets 1,620,227 Deferred income tax benefit and refundable taxes 1,228,000 ----------- Total current assets 6,430,429 Property and equipment net 2,752,430 Goodwill, net 8,914,086 Other non-current assets 9,368,074 ----------- Total assets $27,465,019 =========== Accounts payable and accrued expenses $ 604,859 Income taxes payable 424,845 Unearned tuition income 1,198,991 Current portion, long-term debt 2,230,715 ----------- Total current liabilities 4,459,410 Long-term debt and deferred tax liability 6,746,793 Stockholders' equity Total stockholders' equity $ 16,258,816 ------------ Total liabilities and stockholders' equity $ 27,465,019 ============ Please refer to Canterbury Corporate Services, Inc. financial statements in the November 30, 1996 Form 10-K Report, audited by Ernst & Young, LLP, for footnotes, schedules and further information. Years ended November 30, 1996 and 1995 1996 1995 ------------ ------------ Net revenues $ 14,082,608 $16,549,014 Costs and expenses 6,441,662 7,261,737 ------------ ----------- Gross profit 7,640,946 9,287,277 Selling 2,333,589 2,198,958 General and administrative 4,252,948 4,769,766 Provision for doubtful accounts 1,062,735 1,115,136 ------------ ----------- Total operating expenses 7,649,272 8,083,860 Other (income) expenses Interest income 326,485 70,500 Interest expense (682,251) (951,403) Other 374,575 (66,772) ------------ ----------- Total other income (expenses) 18,809 (947,675) Income before provision for income taxes and discontinued operations 10,483 225,742 Provision/(benefit) for income taxes 4,255 (18,453) ------------ ----------- Income from continuing operations 6,228 274,195 Discontinued operations Loss from discontinued operations less applicable income taxes benefits of ($453,904) and ($27,117) (614,832) (53,900) Gain on sale of discontinued operations (less applicable income taxes of $1,681,649 and $1,309,922) 2,275,172 1,493,545 Net income $ 1,666,568 $ 1,713,840 ============ ============ Please refer to Canterbury Corporate Services, Inc. financial statements in the November 30, 1996 Form 10-K Report, audited by Ernst & Young, LLP, for footnotes, schedules and further information. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Working capital at November 30, 1996 was $1,926,000. During 1996, the Company and its primary lender, Chase Manhattan Bank, instituted litigation, each claiming that the other party violated the terms of the credit agreement. As a result, the debt was declared in default. In February of 1997, the litigation was settled. All outstanding debt with Chase was restructured and is now due on December 31, 1997. The Company and Chase agreed that all alleged defaults under the previous agreements were permanently waived and the Company would use its best efforts to replace Chase during 1997. The Company is in the process of replacing Chase as its primary lender and is confident that this refinancing should be completed before December, 1997. Management believes that positive cash flow contributions from the Company's operating segments will be sufficient to cover cash flow requirements for Fiscal 1997. There was no material commitment for capital expenditures as of November 30, 1996. Inflation was not a significant factor in the Company's financial statements. Cash flow from continuing operations for the year ended November 30, 1996 was $1,962,000, an increase of $55,000 over the previous year. During the year, the Company reduced its long-term bank debt by $2,460,000, and is scheduled to further reduce it by approximately $2,000,000 in 1997. RESULTS OF OPERATIONS - Fiscal 1996 Compared to Fiscal 1995 Revenues - Revenues decreased by $2,467,000 (15%) in Fiscal 1996 from 1995. This decrease was primarily attributable to the reduction in vocational training revenues of $2,179,000. During Fiscal 1996, the Company operated only two vocational training centers, while in 1995 there were still seven training centers in operation for all or part of the year. This reduction was anticipated in conjunction with the decision in 1994 to close, consolidate and downsize several training centers. It is anticipated that the current level of revenues from this segment will remain fairly constant in the future. Costs and Expenses - Costs and expenses decreased in Fiscal 1996 by $820,000 (11%). Again, the primary reason for this reduction is the elimination of five vocational training centers during Fiscal 1995. Costs and expenses for the other operating segments remained fairly constant. Selling expense increased by $134,000 (6%) during Fiscal 1996 over 1995. This increase was caused by a planned increase in sales and marketing personnel in the computer software training segment of $217,000. Offsetting this increase was a reduction in selling expenses for the vocational training segment due to the reduction in training centers. General and administrative expense decreased by $517,000 (11%) in Fiscal 1996 from 1995. A reduction in vocational training expense of $426,000 was again the main reason for the decrease. During 1996, the Company allocated $1,199,000 of corporate expenses to discontinued operations. The Company's provision for doubtful accounts decreased by $52,000 (5%) during Fiscal 1996 over 1995. This was attributable to the reduction in vocational training centers in operation during the year. Interest income for 1996 increased by $256,000 (365%). This increase was the result of the income derived from the Star Label note receivable payments received during the year. For Fiscal 1997 it is anticipated that interest income will increase significantly again due to the payments from the note receivable generated by the sale of Landscape Maintenance Services, Inc. in November, 1996. Interest expense decreased by $269,000 (28%) in Fiscal 1996 over 1995. The reduction in the outstanding borrowings on the term loan associated with the purchase of CALC/Canterbury is the major cause for this reduction. Other income increased by $308,000 in 1996 over 1995. The Company revised its estimate regarding future lease termination payments. In November, 1996 the Company sold its business maintenance segment for cash and notes. As a result of this sale, the Company recognized a gain of $2,275,000, which is net of applicable taxes. Interest expense for 1995 increased by $394,000 (71%). This is due primarily to the full year interest expense for the CALC/Canterbury acquisition debt being reflected in Fiscal 1995. Only six months of interest expense was incurred in Fiscal 1994 after the June, 1994 acquisition. In November, 1995 the Company sold its specialty printing segment for cash and notes. As a result of this sale, the Company recognized a gain of $1,493,000, which is net of applicable taxes. CORPORATE INFORMATION BOARD OF DIRECTORS Stanton M. Pikus - Chief Executive Officer, President, Chairman of the Board of Directors Kevin J. McAndrew, CPA - Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Director Alan Manin - Vice President, Marketing; Director Jean Zwerlein Pikus - Vice President, Operations; Secretary, Director Stephen M. Vineberg - Director Paul L. Shapiro - Director Frank A. Cappiello - Director EXECUTIVE OFFICERS Stanton M. Pikus - Chief Executive Officer, President, Chairman of the Board of Directors Kevin J. McAndrew, CPA - Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Director Alan Manin - Vice President, Marketing; Director Jean Zwerlein Pikus - Vice President, Operations; Secretary, Director CORPORATE HEADQUARTERS 1600 Medford Plaza, Medford, New Jersey 08055; (609)953-0044;(Fax)609-953-0062 CORPORATE COUNSEL Levy & Levy, P.A. Suite 309, Plaza 1000, Main Street, Voorhees, New Jersey 08043 TRANSFER AGENT American Stock Transfer Trust & Company 6201 Fifteenth Avenue, Brooklyn, New York 11219 INVESTMENT BANKER J. Meyers & Co., Inc., 1895 Mount Hope Avenue, Rochester, New York 14620 and 40 Fulton Street, Tenth Floor, New York, New York 10038 AUDITORS Ernst & Young, LLP 2 Commerce Sq., 2001 Market St., Suite 4000, Philadelphia, PA 19103 SEC FORM 10-K The Company's annual report to the Securities and Exchange Commission on Form 10-K and other financial information such as interim and annual reports to stockholders are available, without charge to stockholders, upon written request to: CANTERBURY INFORMATION TECHNOLOGY, INC. 1600 Medford Plaza, Medford, New Jersey 08055 (609) 953-0044 Fax (609) 953-0062 Web Site: canterburyxcel.com EX-99.4 5 NOTICE OF ANNUAL MEETING NOTICE OF ANNUAL MEETING OF STOCKHOLDERS on June 12, 1997 Canterbury Corporate Services, Inc. May 1, 1997 The Fiscal 1996 Annual Meeting of Stockholders of Canterbury Corporate Services, Inc. (the "Company") will be held at The Mansion on Main Street, Voorhees, New Jersey on June 12, 1997 at 10:00 a.m. for the following purposes: To elect seven (7) Directors for the ensuing year; To ratify the appointment of Ernst & Young, LLP, as the Company's independent public accountants for the fiscal year ending November 30, 1997; To approve the name change of the Company to Canterbury information Technology, Inc. by amending its Certificate of Incorporation; To transact any other business as may properly be brought before the meeting. Stockholders of record as of the close of business on April 17, 1997 (record date) are eligible to vote at this Annual Meeting of Stockholders. However, so that we may be sure your vote will be counted, we invite you to sign and date the accompanying proxy card and return it as soon as possible in the envelope provided. If you attend the meeting, you may revoke your proxy and vote in person. STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO VOTE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH DOES NOT REQUIRE ANY UNITED STATES POSTAGE. By order of the Board of Directors, By:/s/Jean Zwerlein Pikus ---------------------------- Jean Zwerlein Pikus, Vice President and Secretary May 1, 1997, Medford, NJ A copy of the Annual Report of the Company for the fiscal year ended November 30, 1996 is enclosed herewith. The Company's 10-K Report for the fiscal year ended November 30, 1996, as well as the 10-Q Report for the three months ended February 28, 1997 are available free of charge upon written request to: Canterbury Corporate Services, Inc. 1600 Medford Plaza Medford, New Jersey 08055 EX-99.5 6 LETTER TO STOCKHOLDERS May 1, 1997 Dear Stockholder: Enclosed you will find the following material relating to Canterbury Corporate Services, Inc.'s (the "Company") 1996 fiscal year which ended on November 30, 1996: Notice of the Annual Meeting of Shareholders Proxy Statement Proxy Form and Return Envelope A Copy of the Company's 1996 Annual Report Press Release for the First Quarter of Fiscal 1997 ended February 28, 1997. I would appreciate it if you would complete the enclosed proxy and return it in the enclosed envelope. Also, the Board of Directors voted to offer a 20% reduction from the list price of any CALC/Canterbury Corp. course to every current Canterbury shareholder. For this opportunity, you need only send to the Corporate Office in Medford, New Jersey a copy of your stock certificate or a copy of your brokerage account statement in which your shares are being held. You will then be sent a training schedule. Once you have selected a course, call the Investor Relations Department of Canterbury at (800) 873-2040. This reduced tuition offer stands alone and can not be part of a group purchase discount. Very truly yours, CANTERBURY CORPORATE SERVICES, INC. By:/s/Stanton M. Pikus --------------------------------- Stanton M. Pikus, President Enclosures -----END PRIVACY-ENHANCED MESSAGE-----