-----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, FYe7y8PJBhlR+AJ6U8EtAxkeBTFExcTOnuLHKm8aE4z8n4EdbeXJM9LV35Rj/SU1 lF1pOiSQnUVBrawPlChvOQ== /in/edgar/work/20000901/0001058809-00-000021/0001058809-00-000021.txt : 20000922 0001058809-00-000021.hdr.sgml : 20000922 ACCESSION NUMBER: 0001058809-00-000021 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991130 FILED AS OF DATE: 20000901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTERBURY INFORMATION TECHNOLOGY INC CENTRAL INDEX KEY: 0000794927 STANDARD INDUSTRIAL CLASSIFICATION: [8200 ] IRS NUMBER: 232170505 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-15588 FILM NUMBER: 715663 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 CORPORATE SERVICES INC DATE OF NAME CHANGE: 19940323 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 0001.txt NOTICE AND PROXY STATEMENT SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 (as Amended) Filed by the Registrant (X) Filed by a Party other than Registrant ( ) Check Appropriate Box: ( ) Preliminary Proxy Statement ( ) CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY. (AS PERMITTED BY RULE 14A-6(E)). (X) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to Section 240.14A-11(c) or (s) Section 240.14a-12. CANTERBURY INFORMATION TECHNOLOGY, INC. _______________________________________________ (Name of Registrant as Specified in Its Charter Payment of Filing Fee (check appropriate box): (X) No Fee Required. ( ) Fee computer on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction compute pursuant to Exchange Act Rule 0-11 (Set forth amount on which the filing fee is calculated and state how it was determined. (4) Proposed maximum aggregate value of transaction. (5) Total fee paid. ( ) Fee paid previously with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act rule 0-11(a)(2) and identify the previous filing by registration number date, or the Form or Schedule and the date of its filing. (1) Amount Previously paid: (2) Form, Schedule or Registration Statement No. (3) Filing Party: (4) Date Filed: Canterbury Information Technology, 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, enclosed with this Proxy Statement, are requested by the Board of Directors of Canterbury Information Technology, Inc. for the Annual Meeting of Stockholders. The meeting is to be held on October 5, 2000 at 10:00 a.m. at The Mansion on Main Street, Plaza 3000 at Main Street, Voorhees, New Jersey. Stockholders of record as of the close of business on August 10, 2000 will be entitled to vote at the meeting and any adjournment of that meeting. As of that date, 10,457,768 shares of common stock of Canterbury were outstanding and entitled to one vote each. Execution of a proxy will not in any way affect a stockholder'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 stockholders may be revoked before October 5, 2000 at 10:00 a.m. by mail or other deliveries in writing, or by voice vote if the shareholder attends the Annual Meeting in person. The people named as attorneys in the proxies are either Officers or Directors of Canterbury. 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 explained below under the heading Election of Directors. Where a choice has been specified on the proxy with respect to a proposal, the shares represented by the proxy will be voted in accordance with the choice selected and will be votes FOR that proposal if no specification is indicated. Under Pennsylvania law, the presence of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast on a particular matter to be acted upon at a meeting, constitutes a quorum for purposes of consideration and action on a matter. Only stockholders indicating affirmative or negative decision on a matter are treated as voting. 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. If a stockholders' meeting is called for the election of Directors and is adjourned for lack of a quorum and another stockholders' meeting is called, those stockholders entitled to vote who attend the adjourned meeting, although less than a quorum as fixed under Pennsylvania law or in the by-laws, shall be a quorum for the purpose of electing Directors. If a meeting called to vote upon any other matter than the election of Directors has been adjourned for at least 15 days because of the absence of a quorum, those stockholders entitled to vote who attend such meeting, although less than a quorum as fixed under Pennsylvania law or in the by-laws shall still constitute a quorum for purpose of acting upon any matter set forth in the notice of meeting. If the notice actually states that those stockholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose upon acting on the matter, then the vote would be binding. Canterbury is not aware of any other matters to be presented at the meeting. If any other matters are presented at the meeting upon which it is proper to take a vote, shares represented by all proxies received will be voted by and in 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, 1999 as filed with the SEC, including complete financial statements audited by Ernst & Young, LLP, as well as Canterbury's Form 10-Q report for the period ended May 31, 2000 are available upon request. The first date that this Proxy Statement and proxy material were sent to the stockholders was September 5, 2000. 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. NOMINEES FOR DIRECTORS Director Name Age Since Principal Occupation - ---- --- ----- -------------------- Stanton M. Pikus 60 1981 President, Chief Executive Officer, and Chairman of the Board of Directors Kevin J. McAndrew 42 1990 Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer Jean Zwerlein Pikus 47 1984 Vice President - Operations, Secretary Alan B. Manin 63 1981 President, Atlantis Stephen M. Vineberg* 59 1988 President, CMQ, Inc. Paul L. Shapiro* 49 1992 Manager, McKesson Drug Co. Frank A. Cappiello* 74 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 Canterbury (1981). He graduated from The Wharton School of the University of Pennsylvania (B.S., Economics and Accounting) in 1962. Mr. Pikus is also a Director of e*machinery.net, inc., a public company traded on the OTC Bulletin Board. 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. KEVIN J. McANDREW, CPA, Chief Operating Officer since December, 1993; Executive Vice President and Chief Financial Officer of Canterbury since June 21, 1987; Treasurer since January, 1988; and Director since 1990. . Mr. McAndrew is also a Director, Secretary and Chief Operating Officer of e*machinery.net, inc., a public company traded on the OTC Bulletin Board. 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. She 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). ALAN B. MANIN, Director of Canterbury since its inception. He is currently the President of Atlantis, a company which provides motivational training to employees of Fortune 1000 companies. He is a graduate of Temple University (B.S., 1960; M.Ed., 1966) and a founder of Canterbury (1981). He was a 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); and President, Chief Operating Officer and founder of Health Careers Academy, a federally accredited (National Association of Trade and Technical Schools) vocational school (1974-1979). 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 1995, is President of an investment counseling firm: McCullough, Andrews & Cappiello, Inc., that provides 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. Before 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. Mr. Cappiello is also a Director of e*machinery.net, inc., a public company traded on the OTC Bulletin Board. RELATED TRANSACTIONS - -------------------- Please be advised that the present Officers and Directors have the following relationships and related transactions with the Company. The Company has secured key-person life insurance policies for its Corporate Officers. The amount and beneficiary of the key-person life insurance policies are as follows: Corporate Officers Amount of Policy Beneficiary ------------------ ---------------- ---------- Stanton M. Pikus $1,000,000 Company Kevin J. McAndrew $1,000,000 Company Jean Z. Pikus $ 500,000 Company The Company has secured key-person life insurance policies for Officers of its subsidiaries. The amount and beneficiary of the key-person life insurance policies are as follows: Officers of Subsidiaries Amount of Policy Beneficiary ------------ ---------------- ----------- Alan McGaffin $1,000,000 ATM/Canterbury Corp. Glen Hukins $ 500,000 CALC/Canterbury Corp. Patricia Bednarik $1,000,000 USC/Canterbury Corp. The Company is in the process of securing a key-person life insurance policy for the President of MSI/Canterbury Corp. Pursuant to the June 29, 2000 Board of Directors Meeting, the Registrant sold 635,000 restricted shares of Canterbury common stock to the following officers and directors as an incentive to continue and increase their efforts on behalf of the Company: Stanton M. Pikus 200,000 Kevin J. McAndrew 150,000 Jean Z. Pikus 100,000 Frank A. Cappiello 75,000 Alan Manin 25,000 Paul Shapiro 25,000 Stephen Vineberg 25,000 Glen Hukins 15,000 Patricia Bednarik 10,000 Greg Lantz 10,000 These shares of restricted common stock were purchased at the National Market Nasdaq closing price at the time of purchase with interest bearing, non-recourse notes to the Company. The notes carry an interest rate of 6.6% and are due and payable on or before June, 2004. The notes and accrued interest are collateralized by the shares being issued. Each recipient also has granted the Company a 15-day right of first refusal, in any sale of these shares. For information regarding stock option grants to Directors and Officers please refer to the sections Option Grants and Directors' Remuneration EXECUTIVE CASH COMPENSATION - --------------------------- The following table is a summary of cash compensation paid by Canterbury for services rendered in fiscal 1997, 1998 and 1999 to the Chief Executive Officer and each of the other four most highly-compensated Officers of Canterbury who received at least $100,000 in total annual compensation. Summary Compensation Table -------------------------- Restricted Securities Name & Other Annual Stock Underlying LTIP All Other Principal Position Year Salary($) Bonus($) Compensation($) Awards($) Options/SAR(#) Payouts($) Compensation($) - ------------------ ---- --------- -------- --------------- ---------- ------------- ---------- --------------- Stanton M. Pikus 1999 $195,000 $ - $- $- 240,000 $- $ - President, Chief 1998 202,500 - - - 50,000 - - Executive Officer 1997 195,000 - - - 33,334 - - Kevin J. McAndrew 1999 $135,000 $ - $- $- 180,000 $- $ - Chief Operating Officer 1998 127,788 - - - 35,000 - - Chief Financial Officer 1997 120,000 - - - 25,001 - -
(1) No other Executive Officers received in excess of $100,000 in total annual compensation for the three-year period. OPTION GRANTS The following Executive Officers were granted five-year stock options during fiscal 1999 from the 1995 Stock Incentive Plan. Percentage of Total Stock Stock Options* Granted in Name Option Amount Option Price Fiscal 1999 - ---- ------------- ------------ ------------- Jean Z. Pikus 45,000 $0.53 18,000 $1.56 45,000 $2.40 8.44% Kevin J. McAndrew 75,000 $0.53 30,000 $1.56 75,000 $2.40 14.07% Stanton M. Pikus 100,000 $0.53 40,000 $1.56 100,000 $2.40 18.76% The following Executive Officers were granted five-year stock options after fiscal 1999. These options are not part of the 1995 Stock Incentive Plan. Percentage of Total Stock Stock Options* Granted Name Option Amount Option Price After Fiscal 1999 - ---- ------------- ------------ ----------------- Jean Z. Pikus 25,000 $4.06 1.95% Kevin J. McAndrew 50,000 $4.06 3.91% Stanton M. Pikus 100,000 $4.06 7.82% * Total Options granted includes option granted that are part of the 1995 Stock Incentive Plan and option granted which are not part of the 1995 Stock Incentive Plan. AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END 1999 OPTION VALUES - ------------------------------------------------------------------ The following table provides information on option exercises in fiscal 1999 by the Executive Officers and on the Executive Officers' unexercised options at November 30, 1999. Included are options granted under the 1995 Stock Incentive Plan. Shares Number of Securities underlying Value of Unexercised In-The-Money acquired on Value Unexercised Options at Year-End 1999(#) Options at Fiscal Year-End 1999(#) Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable - ----------------------------------------------------------------------------------------------------------------- Stanton M. Pikus 0 - 340,001 0 $575,621 0 Kevin J. McAndrew 0 - 256,668 0 $418,929 0 Jean Z. Pikus 0 - 151,335 0 $247,282 0
The following table provides information on option exercises after fiscal 1999 by the Executive Officers and on the Executive Officers' unexercised options as of July 31, 2000. Included are options granted under the 1995 Stock Incentive Plan and options granted that are not part of the 1995 Stock Incentive Plan. Shares Value Number of Securities underlying Value of Unexercised In-The-Money acquired on Unexercised Options at July 31, 2000(#) Options at July 31, 2000(#) Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable - ------------------------------------------------------------------------------------------------------------------- Stanton M. Pikus 0 - 440,001 0 $460,727 0 Kevin J. McAndrew 0 - 306,668 0 $335,569 0 Jean Z. Pikus 0 - 176,335 0 $198,549 0
Option holders have five years from the date of grant to exercise any or all of their options, and upon leaving Canterbury 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 1999, the President's employment agreement was extended two additional years, from 2001 to 2003, in exchange for the President waiving his right to any performance bonus in fiscal 1999. For the years ended November 30, 1998, November 1997 and November 30, 1996, the President also waived his right to receive any performance bonus earned and his employment agreement was extended one year on each occurrence. The terms of the agreement was for five years and provided 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 one year after his employment with the Company has terminated. The Company also amended the employment agreement with its Executive Vice President and Chief Operating Officer during fiscal 1999 by extending the agreement two years, from 2001 to 2003, in exchange for the Executive Vice President waiving his right to any performance bonus in fiscal 1999. For the years ended November 30, 1998, November 1997 and November 30, 1996, the Executive Vice President also waived his right to receive any performance bonus earned and his employment agreement was extended one year on each occurrence. The term of the agreement was five years and provides for a base salary of $120,000 for fiscal 1997 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 year 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 one year after his employment with the Company has terminated. 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 Canterbury (Frank A. Cappiello, Paul Shapiro and Stephen Vineberg). DIRECTORS' REMUNERATION - ----------------------- Directors receive no cash compensation for services as Directors. The following Directors received five-year stock options at market value during the 1999 fiscal year. Name Stock Option Amount Stock Option Price ---- ------------------- ------------------ Stanton M. Pikus 100,000 $0.53 40,000 $1.56 100,000 $2.40 Kevin J. McAndrew 75,000 $0.53 30,000 $1.56 75,000 $2.40 Jean Z. Pikus 45,000 $0.53 18,000 $1.56 45,000 $2.40 Frank A. Cappiello 35,000 $0.53 14,000 $1.56 35,000 $2.40 Alan Manin 17,500 $0.53 7,000 $1.56 17,500 $2.40 Paul Shapiro 17,500 $0.53 7,000 $1.56 17,500 $2.40 Stephen Vineberg 17,500 $0.53 7,000 $1.56 17,500 $2.40 As a subsequent event in fiscal 2000 the following Directors received five-year stock options at market value. Name Stock Option Amount Stock Option Price ---- ------------------- ------------------ Stanton M. Pikus 100,000* $4.06 Kevin J. McAndrew 50,000* $4.06 Jean Z. Pikus 25,000* $4.06 Frank A. Cappiello 35,000* $3.67 Alan Manin 10,000 $3.67 Paul Shapiro 10,000* $3.67 Stephen Vineberg 10,000* $3.67 * These options are not part of the 1995 Stock Incentive Plan The Company had 16 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 100% of said meetings. PERFORMANCE GRAPH - ----------------- The following graph demonstrates a comparison of Canterbury's stockholder 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 Computer and Data Processing Services Stock. The comparison assumes $100.00 was invested on November 30, 1994 in the Company's common stock, the Nasdaq Stock Market (US) and the Nasdaq Computer and Data Processing Services Stocks. COMPARISON OF CUMULATIVE TOTAL RETURN | 500 | | - 450 | * | 400 | | 350 | | 300 | * | - ____________________________ 250 | * | | | - | - = Nasdaq National (US) | 200 | * _ | * = Nasdaq Computer & Data | | | Processing Services | 150 | - | + = Canterbury Information | | | Technology, Inc. | 100 |+-* + |____________________________| | 50 | + + + |_________|______|_______|_______+_______|_ 0 1994 1995 1996 1997 1998 1999 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 - ----------------------------------------------------------- The following table sets forth as of August 10, 2000 certain information with regard to the record and beneficial ownership of the Company's common stock by (i) each shareholder, owner of record or beneficial owner of 5% or more of the Company's common stock (ii) each Officer or Director individually and (iii) all Officers and Directors of the Company as a group: Shares Beneficially % Owned of Name Owned on August 10, 2000 Company's Shares*** - ---- ------------------------ ------------------- Stanton M. Pikus(a) 1,071,248(1) 8.70% Kevin J. McAndrew 516,305(2) 4.19% Jean Zwerlein Pikus (b) 313,475(3) 2.54% Alan B. Manin 207,723(4) 1.69% Stephen M. Vineberg 109,797(5) .89% Paul L. Shapiro 101,835(6) .83% Frank A. Cappiello 312,335(7) 2.54% Patricia Bednarik(d) 20,000(8) .16% Glen Hukins(d) 36,667(9) .30% Gregory Lantz(d) 31,667(10) .26% Alan McGaffin(c)(d) 260,524(11) 2.12% --------- ------ All Officers, Directors and 5% Stockholders as a group (11 in number) 2,981,576 24.21% ========= ====== *** These percentages are calculated using total outstanding shares and total options exercisable. (a) Husband of Jean Z. Pikus, deemed to have beneficial interest in the 313,475 owned by wife and 10,335 shares of Canterbury common stock in the name of Matthew Zane Pikus Trust with William N. Levy Trustee, which are not included in his total. (b) Wife of Stanton M. Pikus, deemed to have beneficial interest in the 1,071,248 owned by husband and 10,335 shares of Canterbury common stock in the name of Matthew Zane Pikus Trust with William N. Levy Trustee, which are not included in her total. (c) Mr. McGaffin is deemed to have beneficial interest in 5,000 stock options exercisable at $.531 owned by wife, which are not included in his total. (d) Officers of subsidiaries of Registrant Listed below is a table delineating the stock options included in the shares beneficially owned: Name of Individual Options Date Granted Exercise Price ------------------ ------- ------------ -------------- (1) Stanton M. Pikus 16,667 10/29/96 $3.09 33,334 01/13/97 $2.25 50,000 05/18/98 $1.38 100,000 12/04/98 $.53 40,000 08/27/99 $1.56 100,000 11/04/99 $2.40 100,000* 02/29/00 $4.06 (2) Kevin J. McAndrew, CPA 16,667 10/29/96 $3.09 16,667 01/13/97 $2.25 8,334 10/16/97 $3.56 35,000 05/18/98 $1.38 75,000 12/04/98 $ .53 30,000 08/27/99 $1.56 75,000 11/04/99 $2.40 50,000* 02/29/00 $4.06 (3) Jean Zwerlein Pikus 8,334 10/29/96 $3.09 8,334 01/13/97 $2.25 6,667 10/16/97 $3.56 20,000 05/18/98 $1.38 45,000 12/04/98 $ .53 18,000 08/27/99 $1.56 45,000 11/04/99 $2.40 25,000* 02/29/00 $4.06 (4) Alan Manin 3,334 10/29/96 $3.09 3,334 01/13/97 $2.25 10,000 10/16/97 $3.56 17,500 05/18/98 $1.38 7,000 12/04/98 $ .53 17,500 08/27/99 $1.56 10,000 11/04/99 $2.40 (5) Stephen Vineberg 3,334 10/29/96 $3.09 8,334 01/13/97 $2.25 2,500 10/16/97 $3.56 10,000 05/18/98 $1.38 17,500 12/04/98 $ .53 7,000 08/27/99 $1.56 17,500 11/04/99 $2.40 10,000* 01/11/00 $3.67 (6) Paul Shapiro 3,334 10/29/96 $3.09 8,334 01/13/97 $2.25 2,500 10/16/97 $3.56 10,000 05/18/98 $1.38 17,500 12/04/98 $ .53 7,000 08/27/99 $1.56 17,500 11/04/99 $2.40 10,000* 01/11/00 $3.67 (7) Frank A. Cappiello 3,334 10/29/96 $3.09 33,334 01/13/97 $2.25 20,000 05/18/98 $1.38 35,000 12/04/98 $ .53 14,000 08/27/99 $1.56 35,000 11/04/99 $2.40 35,000* 01/11/00 $3.67 (8) Patricia Bednarik 10,000** 10/18/99 $2.90 (9) Glen Hukins 1,667 10/29/96 $3.09 10,000 12/04/98 $ .53 10,000 11/04/99 $2.40 (10) Gregory Lantz 1,667 07/24/97 $3.47 10,000 12/04/98 $ .53 10,000 11/04/99 $2.40 (11) Alan McGaffin 20,000 12/04/98 $ .53 10,000 11/04/99 $2.40 *These five-year stock option grants are not part of the 1995 Stock Incentive Plan, but also convert to restricted common stock. **Patricia Bednarik's options are not part of the 1995 Stock Incentive Plan, but also convert to restricted common stock.. Ms. Bednarik has three years from the date of grant to exercise these options Section 16(a) of the Securities Exchange Act of 1934 requires Canterbury's Executive Officers, Directors, and affiliates file initial reports of ownership and reports of changes of ownership of Canterbury's common stock with the Securities and Exchange Commission. These Executive Officers, Directors, and affiliates are required to furnish Canterbury with copies of all Section 16(a) forms that they file. Based solely on Canterbury's review of Securities and Exchange Commission Forms 3, 4, and 5 submitted to Canterbury, and written representations from these Officers, Directors, and affiliates that no other reports were required, the Company believes that all required forms were filed. Proposal No. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS - ----------------------------------------------------------------------- The Board of Directors, upon recommendation of the Audit Committee, has selected Ernst & Young, LLP, as independent accountants for Canterbury Information Technology, Inc. for the fiscal year ending November 30, 2000. Ernst & Young, LLP has been the independent public accountants for Canterbury since 1984. Representatives of Ernst & Young, LLP are expected to be present at the Meeting and will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If the appointment of Ernst & Young, LLP is not ratified, the Board of Directors will reconsider its selection of auditors. 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. EXPENSES OF SOLICITATION - ------------------------ The cost of the solicitation of proxies will be borne by Canterbury. In addition to the use of the mails, proxies may be solicited by regular employees of Canterbury, either personally or by telephone or telegraph. Canterbury 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 - ------------- 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 Information Technology, Inc.'s SEC filings, including periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from Canterbury investor relations department. Respectfully submitted, By: /s/ Jean Zwerlein Pikus ----------------------- Jean Zwerlein Pikus Vice President and Secretary Dated: September 5, 2000 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 0002.txt ANNUAL REPORT MESSAGE FROM MANAGEMENT Dear Fellow Shareholders: Canterbury is very pleased to report that in fiscal 1999, revenues increased from $12,122,879 in 1998 to $14,209,526 in 1999. Net income increased from $581,503 to $620,768 despite the fact that we invested heavily in both the infrastructure of our subsidiaries and the final preparation of CALC Web University. Basic and fully diluted earnings per share in 1999 were $.08 versus $.10 as a result of the increase in our common shares outstanding of 3,087,000 in fiscal 1999. In addition, net worth increased from $16,229,268 to $18,872,813; and total assets increased from $25,329,897 to $27,811,972. We believe that Canterbury is extremely well positioned for fiscal 2000. * We have fully launched CALC Web University, our learning portal on the internet. It now offers a vast array of options for corporate and governmental employees as well as individual consumers, including a catalog of over 300 online courses ranging from Desktop Computing to Microsoft MCSE Training to Management and Business Skills. CALC Web University can also create, produce and deliver training programs from scratch on any topic, specifically for online presentation over our portal or via any corporate intranet. * Canterbury has and continues to assist e*machinery.net, inc. (OTCBB: EMAC) in the development of an industry specific portal for the construction and mining industry worldwide. EMAC's web site intends to provide a "state of the art" electronic exchange for the purchase and sale of new and used construction and mining machinery. It plans to also provide access to financing, underwriting, shipping, inspections, appraisals, training and other associated services. Canterbury will also provide EMAC with various business overlays so that EMAC's management can focus on the marketing, sale and daily support necessary to provide a full service, worldwide, vertically integrated portal to its customer base. Canterbury is currently a significant minority shareholder in EMAC and we expect our equity to grow as we offer on-going technical and business related services. * The Canterbury acquisition of U.S. Communications (renamed USC/Canterbury Corp.) in the fourth fiscal quarter of 1999 not only added additional information technology capabilities to the Canterbury family of companies, but also increased our pro forma revenues by over $10,000,000. Assuming even moderate internal growth for our subsidiaries in the Year 2000, we believe that it is reasonably safe to assume revenues will grow from $14,200,000 in fiscal 1999 to more than $25,000,000 in fiscal 2000. We also believe that our net income and earnings per share will grow accordingly. We are continuing the aggressive acquisition search that we began in the second half of fiscal 1999. The first dividend from this search culminated in the acquisition of the business and assets of U.S. Communications, Inc. We are now entering the second phase of our acquisition search. We will still consider only profitable, well-managed companies that will add to the products and services we can offer to our existing corporate customers in order to provide one-stop shopping to mid-size and large corporations and state and local governments that wish to outsource their information technology requirements. However, now we will be focusing more on larger acquisitions so that Canterbury can have revenues significantly higher than $25,000,000. We know that we have the internal management and administrative systems to support a $100,000,000 company. We also know that information technology is the right place to be for the foreseeable future, and we believe that we are very good at what we do. Therefore our objective, as your management, is to reach our goal, not only by aggressive internal growth but by the strategic acquisition of substantially larger companies. MESSAGE FROM MANAGEMENT (Continued) In order to familiarize our shareholders with Canterbury's capabilities, we have blocked out below those capabilities by subsidiary. Technical Management Computer and Technical Staffing Training Training Software And Recruiting CALC/Canterbury Companies Consulting CALC/Canterbury MSI/Canterbury ATM/Canterbury CALC/Canterbury USC/Canterbury Network and Systems Integrators Internet and Intranet Systems --------- Consultants, Developers Developers and Hardware/Software And Providers Installers Sales CALC/Canterbury CALC/Canterbury USC/Canterbury USC/Canterbury Business to Business Portal Global Online Training CALC Web University We look forward to a successful Year 2000 filled with exciting developments. We will keep you informed of our progress. Respectfully submitted, Stanton M. Pikus Kevin J. McAndrew President Executive Vice President Subsequent Events: - ----------------- On April 7, 2000 Canterbury announced a partnership with Saba to bring CALC Web University, its online learning portal site, to the 2,000,000 corporate and government learners who are on SABA (Nasdaq NM: SABA). Saba is widely regarded as the leading provider of internet based business-to-business learning networks. On April 13, 2000 Canterbury announced that for the first fiscal quarter ended February 29, 2000, revenues increased from $2,802,000 in 1999 to $5,954,000 in 2000. Net income increased from $43,000 to $157,000 and earnings per share increased from $.01 to $.02. On July 17, 2000 Canterbury announced that for the three months ended May 31, 2000 revenues were $6,009,000 versus $3,519,000 in 1999. Net income was $371,000 in 2000 versus $227,000 for the same period in 1999. Earnings per share was $.04 in 2000 versus $.03 in 1999. For the six months ended May 31, 2000, revenues were $11,963,000 versus $6,321,000 in 1999. Net income was $528,000 versus $269,000 for 1999. Earnings per share was $.06 in 2000 versus $.04 in 1999. REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Canterbury Information Technology, Inc. We have audited the accompanying consolidated balance sheets of Canterbury Information Technology, Inc. as of November 30, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended November 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Canterbury Information Technology, Inc. at November 30, 1999 and 1998, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 1999, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP Philadelphia, Pennsylvania February 25, 2000 SUMMARY FINANCIAL INFORMATION AS OF 11/30/99 Cash and cash equivalents $ 1,060,434 Accounts receivable, net 2,676,889 Prepaid and other current assets 1,413,893 -------------- Total current assets 5,151,216 Property and equipment net 2,383,829 Goodwill, net 8,885,170 Deferred income tax benefit 2,706,888 Other non-current assets 8,684,869 -------------- Total assets $ 27,811,972 ============== Accounts payable and accrued expenses $ 1,532,582 Unearned revenue 1,111,330 Current portion, long-term debt 1,246,997 -------------- Total current liabilities 3,890,909 Long-term debt and deferred tax liability 5,048,250 Stockholders' equity Total stockholders' equity $ 18,872,813 -------------- Total liabilities and stockholders' equity $ 27,811,972 ============== Years ended November 30, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Service revenue $11,665,394 $11,400,199 $12,109,611 Product revenue 2,544,132 722,680 313,841 ----------- ----------- ----------- Total net revenue 14,209,526 12,122,879 12,423,452 Service costs and expenses 6,657,385 6,403,033 7,020,737 Product costs and expenses 1,810,926 292,243 84,066 ----------- ----------- ----------- Total costs and expenses 8,468,311 6,695,276 7,104,803 Gross profit 5,741,215 5,427,603 5,318,649 Selling 1,808,601 1,984,836 2,032,510 General and administrative 3,645,673 3,798,612 4,318,455 ----------- ----------- ----------- Total operating expenses 5,454,274 5,783,448 6,350,965 Other income (expenses) Interest income 705,959 861,424 607,178 Interest expense (390,453) (394,925) (490,552) Other 18,321 470,849 (517,956) ----------- ----------- ----------- Total other income (expenses) 333,827 937,348 (401,330) Income (loss) before income taxes and discontinued operations 620,768 581,503 (1,433,646) Benefit for income taxes - - (501,776) ----------- ----------- ----------- Income (loss) from continuing operations 620,768 581,503 (931,870) Discontinued operations Loss from discontinued operations (less applicable income tax benefit of $298,224) - - (1,536,047) ----------- ----------- ----------- Net income (loss) $ 620,768 $ 581,503 $(2,467,917) =========== =========== =========== Please refer to Canterbury Information Technology, Inc. financial statements in the November 30, 1998 Form 10-K Report, audited by Ernst & Young, LLP, for footnotes, schedules and further information. SUMMARY FINANCIAL INFORMATION AS OF 11/30/99 CAUTIONARY STATEMENT When used in this Report on Form 10-K and in other public statements, both oral and written, by the Company and Company officers, the word "estimates," "project," "intend," "believe," "anticipate," and similar expressions, are intended to identify forward-looking statements regarding events and financial trends that may affect the Company's future operating results and financial position. Such statements are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially. Such factors include, among others: (1) the Company's success in attracting new business and success of its mergers and acquisitions program; (2) the competition in the industry in which the Company competes; (3) the Company's ability to obtain financing on satisfactory terms; (4) the sensitivity of the Company's business to general economic conditions; and (5) other economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and prices. The Company undertakes no obligations to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events. LIQUIDITY AND CAPITAL RESOURCES Working capital at November 30, 1999, was $1,260,000. This was an increase of $1,878,000 over the previous year. This increase is explained by the following reasons: Accounts receivable increased by $1,536,000, while accounts payable increased only by $788,000. Most of these increases were caused by the acquisition of USC/Canterbury in October, 1999. Secondly, cash increased $773,000 during the year, due to positive cash flow from operating activities. The Company's outstanding amounts owed under the term loan and credit line with Chase Bank were refinanced in December, 1999. Under the new agreement, the Company paid off the remaining term debt of $200,436 and agreed to term out the $2,774,620 credit line. Monthly payments began in March of 2000, and continue until December of 2001 when the final balloon payment of $640,000 is due and payable. Scheduled payments for fiscal 2000 total $915,000. The long term debt is secured by substantially all of the assets of the Company and requires compliance with covenants which include: limits on capital expenditures, certain prepayments from excess cash flow as defined and the maintenance of certain financial ratios and amounts. The Company is restricted by its primary lender from paying cash dividends on its common stock. Subsequent to November 30, 1999 the Company has paid a total of $285,000 to reduce the total bank debt from $2,975,000 to $2,690,000. The outstanding debt will accrue interest at prime plus 2.0% per annum. During 1999, the Company successfully completed a series of private placements with non-affiliates. From March, 1999 to October, 1999 a total of four private placements occurred. A total of 2,320,589 restricted common shares of stock were issued. The net proceeds totaled $1,471,220. The Company also issued a total of 397,059 shares of restricted common stock as finder fees associated with these placements. All private placements had registration rights. The Company used the proceeds to repay amounts under the term loan, for general corporate purposes and for working capital. Management believes that positive cash flow contributions from the Company's operating subsidiaries will be sufficient to cover cash flow requirements for fiscal 2000. There was no material commitment for capital expenditures as of November 30, 1999. Inflation was not a significant factor in the Company's financial statements. Cash flow from continuing operations for the year ended November 30, 1999 was $659,000. This represents an increase of $253,000 over the prior year. 1999 was the fifth consecutive year of positive cash from continuing operations. During the year, the Company reduced its long term bank debt by $1,257,000. For the past four years, the reduction in long term debt totals $6,652,000. IMPACT OF THE YEAR 2000 In prior years, the Company discussed the nature and progress of its plans to become Year 2000 ready. In late 1999, the Company completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. The Company expensed approximately $50,000 during 1999 in connection with remediating its systems. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent year 2000 matters that may arise are addressed promptly. RESULTS OF OPERATIONS Fiscal 1999 Compared to Fiscal 1998 Revenues - -------- Revenues increased by $2,086,000 (17%) in fiscal 1999 over fiscal 1998. The majority ($1,990,000) of this increase is attributable to the revenues generated by USC/Canterbury, which was acquired in October, 1999. The revenues for the other existing subsidiaries remained fairly constant. The Company continues to develop alternative revenue streams such as on-line learning, technical staffing, technical services and web development. It is believed that these additional revenue streams will become more significant in Fiscal 2000 and beyond. Costs and Expenses - ------------------ Costs and expenses increased by $1,773,000 (26%) in fiscal 1999 over the previous year. Again, the most significant portion of this increase ($1,592,000) is attributable to costs associated with USC/Canterbury for the fourth quarter of the year. The remaining increase of $181,000 is due to increased labor and personnel costs in the training segment. Selling expense decreased by $176,000 (9%). There was a planned reduction in marketing expense for CALC/Canterbury of $106,000. During the year the Company continued to downsize the catalog and the mailing list. More and more of the public registrations are coming through the CALC/Canterbury web site, which has allowed for the reduction in printing and postage expenses. The balance of the reduction is primarily due to reduced costs associated with sales personnel. General and administrative expense decreased by $153,000 (4%) in fiscal 1999 over fiscal 1998. This reduction is due to reduced personnel costs throughout the organization. As technology continues to improve, the Company has been able to downsize several support functions, relying more on information generated and processed by in-house computer applications. Interest income for fiscal 1999 decreased by $155,000 (18%) over fiscal 1998. This was due to the fact that in 1998 the Company recognized interest income on the portion of the Company's revolving credit facility with Chase Bank that was assumed by the owners of Landscape Maintenance Services for both 1998 and 1997. CORPORATE INFORMATION WEB SITES Corporate canterburyciti.com CALC/Canterbury Corp. calc.com ATM/Canterbury Corp. atmcan.com MSI/Canterbury Corp. msitrain.com USC/Canterbury Corp. gettrained.com CORPORATE HEADQUARTERS 1600 Medford Plaza Medford, New Jersey 08055 (609) 953-0044; (Fax) 609-953-0062 TRANSFER AGENT American Stock Transfer Trust & Company 6201 Fifteenth Avenue Brooklyn, New York 11219 AUDITORS Ernst & Young, LLP 2 Commerce Square 2001 Market Street, 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: canterburyciti.com and are available on the internet directly from the Securities and Exchange Commission's Web site: edgar.com. EX-99.2 3 0003.txt PROXY CARD CANTERBURY INFORMATION TECHNOLOGY, INC. PROXY FOR ANNUAL MEETING FISCAL 1999 Please sign and return immediately KNOW ALL MEN BY THESE PRESENTS that I, the undersigned being a stockholder of Canterbury Information Technology, 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 October 5, 2000 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 September 5, 2000 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 [ ] *In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. 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: _______, 2000 (Print Name) _____________________________________(L.S.) DATE: _______, 2000 (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. Please date, sign and mail your proxy card back as soon as possible! Annual Meeting of Stockholders CANTERBURY INFORMATION TECHNOLOGY, INC. October 5, 2000 EX-99.3 4 0004.txt NOTICE OF ANNUAL MEETING NOTICE OF ANNUAL MEETING OF STOCKHOLDERS October 5, 2000 To the Stockholders Canterbury Information Technology, Inc. September 5, 2000 The Fiscal 1999 Annual Meeting of Stockholders of Canterbury Information Technology, Inc. (the "Company") will be held at The Mansion on Main Street, Voorhees, New Jersey on October 5, 2000 at 10:00 a.m. (Eastern Standard Time) for the following purposes: 1. To elect seven (7) Directors for the ensuing year, and until their successors are duly elected and qualified (Proposal No.1); 2. To ratify the appointment of Ernst & Young, LLP, as the Company's independent public accountants for the fiscal year ending November 30, 2000 (Proposal No. 2); and 3. To transact any other business as may properly be brought before the meeting, or any adjournment thereof. Only stockholders of record as of the close of business on August 10, 2000 (record date) are eligible to vote at this Annual Meeting of Stockholders or any adjournment thereof. However, so that we may be sure your vote will be counted, we invite you to sign and date this 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 THIS PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH DOES NOT REQUIRE ANY UNITED STATES POSTAGE. By order of the Board of Directors, By:/s/Jean Z. Pikus ---------------------- Jean Zwerlein Pikus Vice President and Secretary September 5, 2000, Medford, NJ A copy of the Annual Report of the Company for the fiscal year ended November 30, 1999 is enclosed herewith. The Company's 10-K Report for the fiscal year ended November 30, 1999, as well as the 10-Q Report for the three months ended May 31, 2000 are available free of charge upon written request to: Canterbury Information Technology, Inc., 1600 Medford Plaza, Medford, New Jersey 08055, and are available on the Internet directly from the Securities and Exchange Commission's web site: edgar.com -----END PRIVACY-ENHANCED MESSAGE-----