UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 18, 2004
--------------------
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 0-15588 23-2170505
------------ ---------------- ----------------------
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
352 Stokes Road, Suite 200, Medford, New Jersey 08055
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 953-0044
-------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
---------------------------------------------------------
On November 18, 2004, Canterbury Consulting Group, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated
November 16, 2004, between the Company and CCG Group, Inc. ("CCG"). The
Merger Agreement provides for the merger of CCG with and into the Company,
with the Company as the surviving corporation (the "Merger"), pursuant to the
terms and conditions of the Merger Agreement, as soon as practicable after
the approval of the Merger Agreement by the Company's stockholders and the
satisfaction or waiver of the conditions to the Merger. The primary purpose
of the Merger is to make the Company a privately owned entity.
The stockholders of CCG are Stanton M. Pikus, Chairman of the Board of
Directors of the Company; Kevin J. McAndrew, President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Director of the Company; Jean
Z. Pikus, Vice President and Secretary of the Company; Alan Manin, Director
of the Company; Frank Cappiello, Director of the Company; Patricia Bednarik,
President of USC/Canterbury Corp.; Daniel Kenyon, the Company's Corporate
Sales Manager; Thomas Spurlock, Canterbury's wholly-owned subsidiaries Training
Division Vice President of Operations; The Matthew Zane Pikus Trust, Jack Uris,
Trustee, Louis Kassen IRA, Louis Kassen Trustee, Marlene LaMont Levy; Richard
Molinsky; Richard Zwerlein; Aaron Alter; and Mathews & Associates, Inc. These
individuals formed CCG for the purpose of entering into the Merger.
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger:
o Each share of the Company's common stock held by CCG and its
stockholders will remain issued and outstanding upon and after the effective
time and will represent one share of the Company's common stock; and
o Each share of the Company's common stock held by all of the Company's
other stockholders will be canceled and converted into the right to receive
$0.40 in cash consideration, without interest.
As a result of the Merger, the Company will be owned by the stockholders of CCG
and will be a privately owned entity whose shares will no longer be traded in
the public market. Following the Merger, the Company plans to terminate the
registration of its common stock and reporting obligations under the Securities
Exchange Act of 1934, as amended.
The Merger is subject to a number of conditions, including stockholder
approval.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Number Description
99.1 Canterbury Signs Definitive Agreement To Go Private
at $0.40 Per Share *** Will File Preliminary Proxy with SEC
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: November 22, 2004