-----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, FiMWnPyFkAo6LEHAxB/b4wXa2GoCSSThix6U2WqkdRpeSDCbVxUqQWiNTu8vsBI8 IqRhbSk275Xt5CKGxdBYlw== 0001012287-96-000035.txt : 19961218 0001012287-96-000035.hdr.sgml : 19961218 ACCESSION NUMBER: 0001012287-96-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961130 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19961217 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15588 FILM NUMBER: 96681705 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of earliest event reported): November 30, 1996 CANTERBURY CORPORATE SERVICES, INC. (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation) 0-1558 (Commission File Number) 23-2170505 (IRS Employer Identification No.) 1600 Medford Plaza Route 70 & Hartford Road Medford, New Jersey 08055 (Address of Principal Executive Offices) Registrant's telephone number: (609) 953-0044 FORM 8-K ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 30, 1996, the Registrant sold One Hundred percent (100%) of the stock of Landscape Maintenance Services, Inc. ("LMS") to the Landscape Companies, Inc. ("LCI"), a private group of investors for a combination of cash and notes in the aggregate sum of Four Million, Five Hundred Thousand Dollars ($4,500,000). The purchase price consisted of a long term note of Four Million, Fifty Thousand Dollars ($4,050,000) amortized for 15 years at 8% interest per annum with a balloon payment to be made in 10 years; and a short term note of Two Hundred Thousand Dollars ($200,000) due on or before January 15, 1997 without interest. Both notes are secured by the business and assets of LMS. In addition LCI agreed to grant the Registrant, as additional consideration 60,000 shares of LCI Common stock (representing approximately 5.2% of LCI's Common stock). LCI also agreed to enter into a Management Contract with the Registrant for the term of the outstanding promissory notes. William N. Levy, Esquire, attorney for the Registrant and less than 5% shareholder of the Registrant, invested One Hundred Fifty Thousand Dollars ($150,000) in the Common stock of LCI and in addition has been granted additional shares for legal services for a total of 360,000 shares (approximately 31.3% of the Common stock of LCI). The Registrant was given the right to appoint one Director to the LMS Board for the length of the notes. Kevin McAndrew, CFO of the Registrant, was named to be the Registrant's nominee Director. The Registrant has obtained a Fairness Opinion from a registered NASD broker, and the transaction has been approved unanimously by Registrant's Board of Directors. The Board approved such transaction in order to complete the reorganization of the Registrant to it's core business of being a multi-service, information technology Company. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS Not applicable. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CANTERBURY CORPORATE SERVICES, INC. BY: /s/Stanton M. Pikus ------------------------------ STANTON M. PIKUS, President 12-16-96.8K -----END PRIVACY-ENHANCED MESSAGE-----