-----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, QAq7uDI9uqxvJBNuuTMnSFh8X7TBsOmAGQTs2mwW8jErRcVqvDXIPy46OfU5T/kX TAQ/4BKIzIwDhEUDYBQrYg== 0001058809-03-000005.txt : 20030124 0001058809-03-000005.hdr.sgml : 20030124 20030124115331 ACCESSION NUMBER: 0001058809-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030124 ITEM INFORMATION: Other events FILED AS OF DATE: 20030124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTERBURY CONSULTING GROUP INC CENTRAL INDEX KEY: 0000794927 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 232170505 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15588 FILM NUMBER: 03523557 BUSINESS ADDRESS: STREET 1: 352 STOKES ROAD STREET 2: SUITE 200 CITY: MEDFORD STATE: NJ ZIP: 08055 BUSINESS PHONE: 609-953-0044 MAIL ADDRESS: STREET 1: 352 STOKES ROAD STREET 2: SUITE 200 CITY: MEDFORD STATE: NJ ZIP: 08055 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY 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 INFORMATION TECHNOLOGY INC DATE OF NAME CHANGE: 19970620 8-K 1 ccg8k.txt OTHER EVENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): January 24, 2003 CANTERBURY CONSULTING GROUP, INC. --------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2170505 - ------------------------------- -------- ----------------------- (State of Incorporation) (IRS Employer Identification Number) 352 Stokes Road Suite 200 Medford, New Jersey 08055 (Address of principal executive offices) Telephone Number: (609) 953-0044 ITEM 5. OTHER EVENTS On January 14, 2003, the Board of Directors declared a one for seven Reverse Stock Split of Canterbury Consulting Group, Inc. Common Stock (for every seven (7) shares, the shareholders would receive one (1) share.) Any fractional shares that result from the split will be rounded up to the next whole share. The new stock certificates would be issued in the normal course of business whenever the appropriate transfer was requested by the Shareholders. The authorized shares and the par value would remain the same. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits Number Description 99.1 The Company's news release, issued on January 21, 2003, relating to the reverse stock split SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CANTERBURY CONSULTING GROUP, INC. BY: /s/ Kevin J. McAndrew ---------------------------- Kevin J. McAndrew, President Dated: January 24, 2003 EX-99.1 CHARTER 3 exhibit8k.txt PRESS RELEASE DATED JANUARY 21, 2003 CANTERBURY CONSULTING GROUP, INC. 352 Stokes Road, Suite 200, Medford, NJ 08055 CANTERBURY ANNOUNCES REVERSE SPLIT Medford, NJ - January 21, 2003 Canterbury Consulting Group, Inc. (NASDAQ:CITI) announced today that its Board of Directors, faced with the possibility of losing Canterbury's NASDAQ SmallCap listing because of NASDAQ's minimum stock price listing requirements, has voted to reverse split its common stock on a one for seven basis. The split will take affect January 24, 2003. At that time, Canterbury's common stock will trade under the symbol "CITID" for a period of 20 days, and will resume trading under "CITI" after that. This action by Canterbury Consulting Group, Inc.'s Board of Directors will reduce Canterbury's issued and outstanding shares from 12,130,712 to 1,732,959. The purpose of the reverse stock split is to increase the average trading price of CITI's common stock in order to regain compliance with the continued listing standards of the NASDAQ SmallCap Market, which requires, among other things, that the Company's common stock maintain a closing bid price of a minimum of $1.00 per share. Currently, the Company's common stock is trading at a bid price below $1.00 per share, and to regain compliance with the SmallCap Market's continued listing standards, the Company must attain a closing bid price of $1.00 minimum per share for ten consecutive trading days prior to February 13, 2003. "We believe that it is in the best interests of our shareholders to have the Company's common stock remain listed on the NASDAQ SmallCap Market," commented Kevin J. McAndrew, Canterbury's President and Chief Executive Officer. "We believe our shareholders will benefit from the visibility and trading dynamics of the NASDAQ SmallCap Market." About Canterbury Consulting Group, Inc. - ---------------------------------------- Canterbury Consulting Group, Inc. provides broad-based information technology and management consulting services and training to both commercial and government clients (primarily state and local governments). Canterbury's focus is to become an integral part of its clients' management and technical infrastructure, designing and applying the best products and services to help them achieve a competitive advantage. Canterbury offers the following technology solutions: * Project management * Hardware sales and support * System engineering and consulting * Permanent and temporary IT staffing * Distance learning solutions (e-Learning) * Technical and desktop applications training * Customized learning solutions for ERP * Help desk and service center & CRM support * Management training programs * Records and asset tracking management system software and hardware For more information, visit www.canterburyconsultinggroup.com. In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. The Company's performance and financial results could differ materially from those reflected in the forward-looking statements due to general financial, economic, regulatory and political conditions or additional factors unknown to the Company at this time, as well as more specific risks and uncertainties such as those set forth in documents filed by the Company with the SEC (including, but not limited to, its most recent reports on Form 8-K, Form 10-Q and Form 10-K, copies of which are available upon request or over the Internet at www.sec.gov). Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. Furthermore, the Company has no intent, and disclaims any obligation, to update any such factors or forward-looking statements to reflect future events or developments. Contact: Matthew Hayden President Hayden Communications, Inc. 760-487-1137 843-272-4653 An investment package including financial statements is available from the Company. Public filings can be obtained electronically online via www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----