As filed with the Securities and Exchange Commission on October 30, 2000
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDUCATIONAL VIDEO CONFERENCING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1488212
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
35 EAST GRASSY SPRAIN ROAD, SUITE 200
YONKERS, NEW YORK 10710
(914) 787-3500
(Address and telephone number of registrant's principal executive offices)
DR. AROL I. BUNTZMAN COPIES TO:
35 EAST GRASSY SPRAIN ROAD, SUITE 200 JOSEPH D. ALPERIN, ESQ.
YONKERS, NEW YORK 10710 FISCHBEIN.BADILLO.WAGNER.HARDING
(Name and address and telephone 909 THIRD AVENUE
number of agent for service) NEW YORK, NEW YORK 10022
(212) 826-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection with
dividend or interest reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering:
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Title Of Securities Amount To Be Proposed Maximum Proposed Maximum Amount Of
To Be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
----------------- ------------ ------------------------ ------------------------ ----------------
Common Stock, $.0001 1,772,891(1) $8.00(2) $14,183,128(2) $3,744.35(2)
Par value............
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(1) This Registration Statement also includes an indeterminable number of
shares of common stock which may be issued under the antidilution provisions of
Preferred stock and warrants held by certain selling stockholders.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933,
based on the average of the bid and asked price on October 26, 2000 as reported
by Nasdaq.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 30, 2000
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
EDUCATIONAL VIDEO CONFERENCING, INC.
1,772,891 SHARES OF COMMON STOCK,
The shares are being offered by certain stockholders named in the
prospectus. They have the right to determine both the number of shares they will
offer and the time or times when they will offer shares. They may sell the
shares at the market price at the time of sale or at such other prices as they
may negotiate. We will not receive any proceeds from the sale of the shares of
this offering.
Our common stock is quoted on the Pacific Exchange and the Boston Stock
Exchange under the symbol "EVI" and the Nasdaq SmallCap Market under the symbol
"EVCI." On October , 2000, the closing sale price of our common stock, as
reported by Nasdaq(R), was $ per share.
--------------------------------------------------
THESE ARE SPECULATIVE SECURITIES AND THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 5.
--------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
, 2000.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. OFFERS OF THESE SECURITIES ARE NOT BEING MADE IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION...........................................2
PROSPECTUS SUMMARY............................................................3
RISK FACTORS..................................................................5
USE OF PROCEEDS FROM EXERCISE OF WARRANTS AND OPTIONS........................13
SELLING STOCKHOLDERS.........................................................14
PLAN OF DISTRIBUTION.........................................................15
INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................17
LEGAL MATTERS................................................................17
EXPERTS......................................................................17
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference rooms at 450 Fifth Street,
N.W. in Washington, D.C., and Seven World Trade Center, Suite 1300, New York,
New York. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov. Our reports, proxy statements and other
information are also available to the public at the Nasdaq's web site at
http://www.nasdaq.com.
This prospectus is part of a registration statement on Form S-3 filed with
the SEC under the Securities Act of 1933. This prospectus omits some of the
information contained in the registration statement. You should refer to the
registration statement for further information with respect to the securities
offered by this prospectus. Any statement contained in this prospectus
concerning the provisions of any document filed as an exhibit to the
registration statement or otherwise filed with the SEC is not necessarily
complete, and in each case you should refer to the copy of the document filed
for complete information.
The SEC allows us to "incorporate by reference" the information we file
with it, which means we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be a part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the securities covered by this prospectus are sold by the selling
stockholders.
1. Our annual report on Form 10-KSB for our fiscal year ended December
31, 1999, filed March 30, 2000.
2. Our current report on Form 8-K filed January 31, 2000, as amended by
Form 8-K/A filed March 28, 2000.
3. Our current report on Form 8-K filed February 18, 2000, as amended by
Form 8-K/A filed March 7, 2000.
4. Our quarterly report on Form 10-QSB for our quarter ended March 31,
2000, filed May 12, 2000.
5. Our quarterly report on Form 10-QSB for our quarter ended June 30,
2000, filed August 11, 2000.
6. Our current report on Form 8-K filed October 6, 2000.
7. The description of our common stock contained under the caption
"Description of Capital Stock" in our Prospectus filed February 24,
1999 pursuant to Rule 424(b) under the Securities Act.
You may request a copy of these filings, at no cost, by writing or
telephoning us:
35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10710
Attention: Richard Goldenberg, Chief Financial Officer
(914) 787-3500
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PROSPECTUS SUMMARY
ABOUT OUR COMPANY
We are a leading aggregator and distributor, via live interactive video
conferencing systems, of accredited college courses and degree programs, as well
as corporate training, professional development and continuing education
programs. The instructor can see and hear the students as the students see and
hear the instructor and the students can see and hear each other. The instructor
and the students can also share data at multiple locations. Educational content
is currently being delivered by us over high speed point-to-point or multi-point
digital data lines (T-1 or ISDN).
We expect to complete deploying our proprietary broadband network design at
strategically placed hubs in New York and California by this year end and in
Virginia by mid-February 2001. From these hubs we will be able to link up with
national and international high speed broadband networks of major communications
carriers to provide unique two-way multi-point, multi-media voice, video and
data transmissions. Our broadband network design is unique because it permits
video conferencing at approximately 30 frames per second (broadcast quality)
through ATM DS-1 and 3, DSL, cable modems or satellite while we control
bandwidth and throughput. This means higher quality transmissions at competitive
broadband rates and at lower rates than ISDN service. Our broadband network
design also gives us the opportunity to expand our business by offering our
proprietary software to major corporations that want the travel and time
convenience and cost savings afforded by using our technology to improve real
time multi-point communications among their offices throughout the world for
corporate communications, generally, and for job skills training, professional
development and academic programs. These programs can be obtained from us or
from others that have purchased our software from us, or our customers can
generate them internally.
Since January 14, 2000, we have owned and operated Interboro Institute, a
two year college in New York City. Interboro Institute offers degree programs
leading to the Associate of Occupational Studies Degree in business
administration (accounting and business management), ophthalmic dispensing,
paralegal studies, administrative secretarial arts (executive, legal,
correspondence or medical secretary) and security services and management.
Interboro Institute continues to operate as a campus college and will also
provide content for remote delivery by us after requisite regulatory approvals
are obtained. Most of Interboro Institute's student body consists of
non-traditional students who pay their tuition using federal (Pell) and New York
State (TAP) tuition grants.
As a content aggregator and distributor, we presently can offer more than
2,500 courses, 250 degree programs and 1,000 professional development and
continuing education courses from content providers that include St. John's
University, Adelphi University, Clemson University, Manhattan College, The
College of Insurance, Mercy College, Concordia College, Touro University
International, Kaplan Educational Centers and Telecommunications Research
Associates. Since beginning to offer courses in February 1998, through June 30,
2000, we have delivered 485 courses that have resulted in 9,762 completed
student course registrations. We are currently delivering 147 courses,
representing 4,651 student course registrations, to 19 sites located in 12
cities. We are also currently delivering 40 asynchronous courses, representing
226 student course registrations, via the Internet to 40 locations.
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We have long-term contacts with customers that include:
o Major corporations, including Citibank, N.A., American International
Group, Inc., Merrill Lynch & Co., Inc., Travelers Indemnity Company
and Lockheed Martin Corp.
o Community outreach programs in New York City and Rochester with
economically disadvantaged constituents who can qualify for
substantial tuition grants.
o YAI National Institute for People with Disabilities.
o The City of Rochester School District and the Board of Education of
the City of New York School (school district 10).
o New York City Correction Officer's Benevolent Association.
We have developed long-term co-marketing contracts with organizations that
have a strong interest in increasing usage of their services by being able to
offer our training and education content and delivery technologies and services.
Our co-marketing agreements with Verizon and @Home Network give us marketing
access to a large number of major corporations and to more than 75 million U.S.
households. Our co-marketing agreement with We Media, Inc. gives us marketing
access to 54 million Americans with disabilities, their families and friends.
We were organized in March 1997. We completed an underwritten initial
public offering of our common stock in the first quarter of 1999. Our principal
executive offices are located at 35 East Grassy Sprain Road, Suite 200, Yonkers,
New York 10710 and our telephone number is (914) 787-3500. We maintain a world
wide web site at www.evcinc.com. This reference to our world wide web site
address does not constitute incorporation by reference of the information
contained therein.
THE OFFERING
The purpose of this offering is to register the resale of the shares of
common stock owned by the selling stockholders. The selling stockholders are
required to deliver a copy of this prospectus in connection with any sale of
these shares.
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<CAPTION>
<S> <C>
Common stock offered...........................................1,772,891 shares
Common stock outstanding.......................................4,492,961 shares
Common stock outstanding if all shares offered are sold........6,265,852 shares
Net offering proceeds to us:...................................None
</TABLE>
Please note the following:
o The 1,772,891 shares offered consist of 962,963, shares that are
purchasable from us upon conversion of our Series B 7% Convertible
Preferred Stock and 809,928 shares that are purchasable upon exercise
of warrants.
o We will receive proceeds of up to $16,050,246 from the exercise of the
warrants prior to the sale of the underlying shares by selling
stockholders.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. If any of the following or other risks actually occur, our
business, financial condition or results of operations could be materially and
adversely affected.
BECAUSE WE HAVE HAD LIMITED REVENUES AND ANTICIPATE CONTINUING SIGNIFICANT
LOSSES WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY.
Our net revenue for the year ended December 31, 1999, was $752,777 and our
accumulated losses at December 31, 1999 were $9,578,439. Our net revenue for the
six months ended June 30, 2000 was $4,100,910 and our accumulated losses at June
30, 2000 were $14,264,176. We believe we may be unable to generate enough
revenue to offset our operating costs for the foreseeable future. However, we
cannot assure you that we will ever generate sufficient revenue to achieve or
sustain profitability.
OUR CONTINUED NEGATIVE CASH FLOW COULD MATERIALLY IMPEDE OUR ABILITY TO OPERATE.
Because our expenses have been growing at a much faster rate than our
revenues, we have experienced, and expect to continue to experience, negative
cash flow from operations for the foreseeable future. Our negative cash flow
from operations was $2,304,980 in 1998, $6,084,932 in 1999 and $6,721,536 for
the first six months of 2000. At June 30, 2000, we had $2,176,608 in cash and
cash equivalents. The rate at which we are using cash to operate and grow our
business may limit our ability to continue to implement our business strategy.
OUR SUCCESS MAY DEPEND ON OUR ABILITY TO OBTAIN SUBSTANTIAL ADDITIONAL
FINANCING.
From our inception in March 1997 through June 30, 2000, we have received
net proceeds from offerings of our debt and equity securities of $22,858,266. At
June 30, 2000, we had working capital of $4,203,323. By September 30, 2000, our
cash and cash equivalents had increased to approximately $9,600,000 and our
working capital had increased to approximately $10,600,000, as a result of our
receipt of net proceeds of approximately $12,850,000 from the sale of our Series
B preferred stock and the redemption of our Series A 7.5% Convertible Preferred
Stock. Based on current plans and assumptions relating to our operations, we
believe that cash flow from our operations and the cash remaining from our
financings will be sufficient to satisfy our cash requirements until at least
the third quarter of 2001. After that, we expect to require additional funding
in order to grow. If, however, we are underestimating our cash needs, we will
require additional debt or equity financing sooner. Our ability to obtain the
necessary financing, and its cost to us, are uncertain. Accordingly, we may be
forced to curtail our planned business expansion and may also be unable to fund
our ongoing operations.
DEPLOYMENT OF OUR BROADBAND NETWORK DESIGN MAY NOT RESULT IN ANY SIGNIFICANT
REVENUES OR PROFITS FOR US.
Technical problems or delays in installing our broadband network design, as
well as unanticipated operational problems, could occur, including delays by
major communications carriers in providing line services. We have no experience
in installing or operating broadband networks except for our own installation
that has been used to test its effectiveness. We also have no experience in
pricing our broadband network design software for sale to others or in
installing our software in their networks. These and other factors, including
the substantial costs
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of marketing our software and support services, could prevent the successful
launch of our new broadband network services.
OUR BROADBAND NETWORK DESIGN MAY NOT PROVIDE A SHORT OR LONG-TERM COMPETITIVE
ADVANTAGE.
We currently intend to protect our broadband network design as a trade
secret and have not sought any patent protection for it. This may be inadequate
to protect us. Our competition may, at any time, develop similar or superior
technology that diminishes any advantage which our technology may now have in
the marketplace. To remain competitive we expect we will be required to invest
substantial resources in additional technology development and deployment.
OUR GREATER EMPHASIS ON PROVIDING TRAINING AND DEVELOPMENT CONTENT MAY NOT
INCREASE OUR CONTENT DELIVERY REVENUES SUBSTANTIALLY.
We recently decided to place greater emphasis on offering training and
professional development content to existing and potential corporate customers.
We believe this new strategy can help us increase student course registrations
more rapidly than we have been increasing our student course registrations for
higher education courses. Our change in strategy has required us to expend
substantial time and effort to obtain contracts with training and development
content providers. We are in the initial stages of marketing the training and
professional development content we have aggregated and continue to aggregate.
It is, therefore, too early to determine if our new strategy will accelerate our
revenue growth.
THE SUBSTANTIAL TIME, FINANCIAL RESOURCES AND EFFORT REQUIRED FOR US TO OBTAIN
ADDITIONAL CAPITAL AND CONTRACTS HAS IMPEDED OUR GROWTH AND ABILITY TO BECOME
PROFITABLE.
Our focus on raising additional capital and obtaining contracts with
co-marketing partners, content providers, corporations and community based
organizations has limited our ability to implement existing contracts. Once
contact with a potential customer is initiated, it generally takes between four
and six months to conclude a contract. In some instances discussions have been
ongoing for more than 12 months. Our ability to conclude contracts with large
corporate customers and co-marketing partners is also affected by the reputation
and standing of our content providers and their ability to offer the training
and professional development courses and programs needed by corporate customers
and the higher education programs approved by them.
OUR DEPENDENCE ON A LIMITED NUMBER OF CONTENT PROVIDERS FOR COURSES AND PROGRAMS
HAS LIMITED OUR ABILITY TO INCREASE ENROLLMENT TO PROFITABLE LEVELS.
Our success depends upon our ability to establish and maintain
relationships with training and professional development organizations and
colleges and universities that can provide the programs and courses desired by
our customers and their employees. We have multi-year agreements with our
approximately 20 content providers. However, in many instances our content
providers do not offer either the programs or courses desired by our corporate
customers and their employees. This stems from factors that include academic
standing, scheduling of class times and creating sufficient demand for
particular courses so that classes have minimum numbers of students. We,
therefore, are continually seeking to diversify our available training,
professional development and higher education content by obtaining agreements
with other content providers.
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WE BELIEVE WE NEED TO SUBSTANTIALLY INCREASE ENROLLMENT BY EMPLOYEES OF LARGE
CORPORATE CUSTOMERS IN ORDER FOR OUR DISTANCE LEARNING SERVICES TO BECOME
PROFITABLE.
For the six months ended June 30, 2000, approximately 86% of our net
revenue is attributable to Interboro Institute, approximately 6% resulted from
courses completed by our corporate customers and the balance resulted primarily
from courses completed by participants in community outreach programs. Our
distance learning services cannot become profitable without substantially
greater increases in enrollment in courses and programs offered by us.
WE ARE DEPENDING ON OTHERS TO MATERIALLY INCREASE OUR STUDENT ENROLLMENT.
We need to market our services to large numbers of potential students in
order to materially increase our enrollment. We believe this requires us to have
access to the employees of large corporations and that this access can best be
obtained by having co-marketing alliances with entities that have large customer
bases and experienced sales personnel. We have, accordingly, been focusing less
on obtaining new corporate customers on our own in favor of obtaining
co-marketing partners such as Verizon, @ Home Network and We Media. In the
process, we are becoming dependent upon them to increase our marketing reach and
effectiveness. We do not have control over either the marketing priorities of
our co-marketing partners or the effort and resources they devote to marketing
our content and delivery services. For example, the merger of Bell Atlantic and
GTE and the Verizon strike have delayed the progress of our co-marketing
activities with Verizon. Our co-marketing strategy may not substantially improve
our student enrollment.
THE COSTS ASSOCIATED WITH OUR CONTENT DELIVERY ACTIVITIES MAY CONTINUE TO
SUBSTANTIALLY EXCEED OUR REVENUES FROM THESE ACTIVITIES.
While striving to become more efficient, generally, we must devote more
resources to activities that include:
o Making it more convenient to access our aggregated content by
delivering it to desktops, providing more time slots for delivery of
courses and programs and providing more asynchronous content.
o Spending more time and other resources tailoring our training course
and program offerings to the needs of our corporate customers.
o Shortening and simplifying the course registration process, including
by permitting online registration and registering greater numbers of
corporate employees for the same program at the same time.
All of these activities require us to spend more money for the foreseeable
future without any guarantee that our efforts will result in significant
increases in revenue.
OUR REQUIRING ADVANCE TUITION PAYMENTS AND CORPORATE GUARANTEES OF DEFERRED
TUITION IS HINDERING OUR EFFORT TO INCREASE REGISTRATION FOR OUR HIGHER
EDUCATION COURSES AND PROGRAMS.
We require advance payment of at least 50% of tuition for higher education
courses or, alternatively, that deferred payments be guaranteed by the corporate
employer. This new policy
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has made recruiting more difficult and time consuming and has had an adverse
impact on student enrollment.
OUR CASH FLOW FROM OUR DELIVERY OF HIGHER EDUCATION CONTENT IS UNPREDICTABLE
BECAUSE WE DO NOT CONTROL TUITION BILLING BY OUR HIGHER EDUCATION PROVIDERS AND
COLLECTION FROM OUR CORPORATE CUSTOMERS.
Our higher education providers control the entire billing and collection
process for deferred tuition payments and we do not receive our share of tuition
until they receive payment. In most cases, we have been receiving our share more
than 90 days after completion of courses and, in some cases, more than nine
months after completion of courses. We believe this is caused mostly by the
inability of our education providers to expedite billing procedures and of our
corporate customers to expedite processing requests for payment from their
employees. The requirement by most of our corporate customers that they receive
evidence of satisfactory completion of higher education courses by their
employees, before requests for payment can be processed, also contributes
significantly to these delays.
CHANGES IN TRAINING AND EDUCATION POLICIES OF OUR CORPORATE CUSTOMERS COULD
QUICKLY AND MATERIALLY DECREASE OUR EXISTING AND POTENTIAL STUDENT ENROLLMENT
AND, THEREFORE, OUR REVENUE.
Our contracts with our corporate customers do not give us protection
against subsequent changes in their corporate tuition reimbursement policies or
shifts in their attitudes toward corporate training and higher education
opportunities for employees. Contracts we may obtain to deliver training or
professional development content may not protect us against changes in corporate
training budgets or policies. If training budgets or tuition reimbursement are
materially curtailed by our customers, student enrollment would materially and
precipitously decline. The likelihood of this happening is much greater during
an economic downturn in a particular industry sector or the economy in general.
THE LACK OF EXCLUSIVITY AND NON-COMPETE PROVISIONS COULD MATERIALLY IMPAIR THE
VALUE OF OUR CORPORATE CUSTOMER AGREEMENTS.
None of our agreements with customers gives us an exclusive right to
deliver courses to their employees or constituents and we do not foresee being
able to obtain exclusivity. There are no restrictions in our agreements with
customers, and none are contemplated, to prohibit them from competing with us or
from using products or services that compete with us. Accordingly, our customers
could materially impair our ability to enroll their employees or constituents in
our courses and programs by actively encouraging them to enroll in competing
courses and programs.
DEMAND FOR OUR SERVICES MAY NOT INCREASE RAPIDLY BECAUSE TRAINING AND EDUCATION
VIA LIVE INTERACTIVE VIDEO CONFERENCING DOES NOT BECOME WIDELY ACCEPTED.
Training and education via video conferencing is a relatively new
alternative to traditional classroom instruction. Video conferencing is
relatively expensive compared to asynchronous and other distance learning
delivery systems because it requires special equipment and is most effectively
delivered over broadband high speed transmission lines. Our experience has been
that some instructors are unwilling to teach by means of interactive video
conferencing systems or to adopt our method of teaching. We have also
encountered some reluctance from
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some students to use our content delivery method. For these and other reasons,
many colleges, universities and students may be unwilling to accept our delivery
concept as an appropriate way to provide quality training and education. The
extent to which training and education using video conferencing is accepted, and
the rate of acceptance, will materially affect our ability to achieve our
objectives.
WE DEPEND ON OUR CHAIRMAN, PRESIDENT AND OTHER KEY MANAGEMENT PERSONNEL TO
OPERATE AND GROW.
We believe the efforts of our executive officers and other management
personnel, including Dr. Arol I. Buntzman, our chairman and chief executive
officer, and Dr. John J. McGrath, our president, are essential to our operations
and growth. The loss of the services of Drs. Buntzman or McGrath would
materially adversely affect us. We maintain insurance on the life of Dr.
Buntzman in the amount of $2 million. We have employment agreements, expiring
December 31, 2001, with each of Dr. Buntzman, Dr. McGrath and James H. Mollitor,
our chief technology officer.
TO SUCCEED, WE NEED TO ATTRACT AND RETAIN MORE SENIOR MANAGEMENT AND SKILLED
ADMINISTRATORS AND TECHNICIANS IN A HIGHLY COMPETITIVE LABOR MARKET.
We need to hire more senior management in order to operate and grow. Our
business also requires the services of more skilled administrators to manage
student recruitment and enrollment, develop strategies to increase student
retention, train instructors and deal generally with college and corporate
administrators. We also require engineers and technicians to effectively operate
our interactive video conferencing systems and deploy and operate our broadband
network design. The competition for qualified management, skilled administrators
and technicians is intense. If we cannot compete for new employees or retain and
motivate our existing employees, we would be adversely affected.
CONTENT PROVIDERS AND OTHERS WITH GREATER RESOURCES AND NAME RECOGNITION COULD
MAKE IT VERY DIFFICULT FOR US TO BE COMPETITIVE IN OUR AGGREGATION AND DELIVERY
OF TRAINING AND EDUCATION CONTENT.
Two and four year colleges offering traditional classroom instruction are
our most significant competition in our distance learning business and with
respect to the on-campus courses and programs given by Interboro Institute. In
addition, alternative methods of delivering courses are proliferating rapidly.
These alternatives are usually less expensive and more readily available than
video conferencing. Interactive video conferencing equipment has been used
throughout the world for more than five years, the technology upon which it is
based is established and its cost has been declining. We expect a significant
increase in direct competition from numerous colleges and universities and from
large corporations. In addition, the Higher Education Act encourages more
competition by providing government incentives for distance learning companies.
SINCE THERE ARE NO SIGNIFICANT BARRIERS TO ENTRY INTO OUR MARKET, OUR DISTANCE
LEARNING ACTIVITIES ARE FACING INCREASING COMPETITION FROM OTHER COMPANIES THAT
OFFER A VARIETY OF OTHER PRODUCTS AND DELIVERY SERVICES.
Our current distance learning competition includes numerous companies that
offer a variety of asynchronous and synchronous delivery methods. These include
Internet-based instruction, one-way and limited two-way satellite video
conferencing, video and audio cassettes and CD-roms. New products and services
will probably be developed, including by competitors
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and potential competitors that are much larger and have greater development,
marketing and financial resources than we do.
OUR AGREEMENTS AND RELATIONSHIPS WITH OUR CONTENT PROVIDERS MAY HELP THEM TO
COMPETE WITH US.
Our agreements with our content providers do not restrict the content
provider from competing with us except, in most cases, as long as it does not
offer courses via competing interactive video conferencing systems to our
corporate customers and their employees during the term of the agreement and for
one year after its termination. By teaching our content providers how to give
courses and programs via interactive video conferencing, we may be helping them
to compete with us, even during the terms of their agreements with us.
WE MAY NEED TO REPLACE OBSOLETE EQUIPMENT AT SUBSTANTIAL UNANTICIPATED COSTS.
Our success will depend on our ability to adapt timely and effectively to
rapidly occurring technological advances in telecommunications and video
conferencing equipment. To remain competitive, we may need to make substantial
capital investments in new equipment that has made our existing equipment
obsolete. Other technologies developed by competitors may significantly reduce
demand for our services or render our services obsolete.
REGULATORY CHANGES MAY IMPOSE CONSTRAINTS, ADDITIONAL COSTS OR OTHER BURDENS ON
US AND EDUCATION PROVIDERS.
State and local agencies, as well as federal lawmakers, are currently
evaluating laws and regulations that could have a significant impact on our
business. It is uncertain to what extent this impact will be favorable or
adverse, or when regulatory authorities will take action.
Many states are re-evaluating their educational licensing requirements to
reflect new developments in distance learning. Our agreements with our content
providers require them to obtain the accreditation and licenses necessary to
offer their courses, certificates and degrees in our programs. If state or local
authorities impose new or more burdensome licensing requirements on our
education providers, we may be unable to attract or retain the education
providers on which our business depends.
Federal agencies and independent accreditation organizations are also
conducting reviews of new and existing laws and policies. We cannot predict the
scope or outcome of these reviews. Additional regulation resulting from these
reviews, if any, may materially adversely affect us by increasing the costs or
administrative burdens of providing education programs, or by discouraging
education providers from participating in our distance learning business.
INTERBORO INSTITUTE IS SUBJECT TO EXTENSIVE FEDERAL AND NEW YORK STATE
REGULATION BECAUSE IT DEPENDS ON SUBSTANTIAL FEDERAL AND STATE FUNDS IN ORDER TO
OPERATE.
Interboro's participation in the Pell Grant program under Title IV of the
Higher Education Act subject it to frequent reviews and detailed oversight and
require it to comply with complex laws and regulations. Similarly, Interboro is
subject to extensive regulation and oversight by New York State administrators
of the TAP program. Approximately $6.1 million in Pell and TAP financial aid was
provided to Interboro students during Interboro's fiscal year ended June 30,
1999. Most of Interboro's students rely on this aid to pay all of their tuition.
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Any significant curtailment or delays in disbursement of Pell or TAP funds would
have a material adverse effect on Interboro and, therefore, on our company.
INTERBORO INSTITUTE'S PRIOR PROBLEMS WITH REGULATORS COULD REOCCUR AND ADVERSELY
AFFECT ITS OPERATIONS.
Prior to our acquiring Interboro, TAP administrators disallowed
approximately $4,800,000 of grants previously disbursed to Interboro for
academic years 1989/1990 through 1991/1992. After protracted litigation,
Interboro was required to repay approximately $5,850,000, including $1,050,000
of interest, to the New York State Higher Education Services Corporation. The
entire amount has been fully paid and all but approximately $700,000 was paid
prior to our purchase of Interboro. However, funds disbursed to Interboro
subsequent to academic year 1992 are still subject to audit by TAP
administrators as are future disbursements. In addition, Pell administrators
could suspend or disallow Pell grants.
OUR CHAIRMAN AND OTHER PRINCIPAL STOCKHOLDERS CAN ACT TOGETHER TO CONTROL OUR
BUSINESS AND POLICIES WITHOUT THE APPROVAL OF OTHER STOCKHOLDERS.
Our officers and directors as a group, together with Tayside Trading, Ltd.,
DEWI Investments Limited and B&H Investments Ltd. can vote more than 40% of our
common stock, before giving effect to this offering. This is probably sufficient
to control the outcome of any stockholder vote except where the vote of our
Series B preferred stock is required on matters that include:
o any increase or decrease in our authorized capital stock;
o the sale of all or substantially all of our assets or the assets of
any of our subsidiaries; or
o any merger involving us or any of our subsidiaries.
In addition, as a result of voting agreements our chairman has with our
president and chief financial officer, our chairman has the power to direct the
vote of more than 25% of our common stock. This will probably be sufficient for
Dr. Buntzman to alone control the outcome of any stockholder vote not requiring
the vote of holders of our Series B preferred stock.
SALES, OR THE EXPECTATION OF SALES, OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK
IN THIS OFFERING OR OTHERWISE COULD DECREASE OUR STOCK PRICE.
There will be no underwriter or coordinating broker to manage the
distribution of the up to 1,772,891 shares offered and sold in this offering.
Accordingly, there will be no control over the timing and amount of shares sold
by selling stockholders. In addition, as of October 2, 2000, approximately
3,200,000 shares that are not included in this offering can be sold from time to
time under Rule 144 or our S-3 registration statement effective June 2, 2000.
Also, up to 354,250 shares are eligible for resale publicly from time to time
following exercise of options granted to our employees.
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<PAGE>
THE ISSUANCE OF SHARES OF OUR COMMON STOCK BY US TO THE SELLING STOCKHOLDERS
WILL DILUTE OUR OTHER STOCKHOLDERS.
The 809,928 shares covered by this prospectus that underlie warrants are
issuable by us at between $6.00 and $25.00 per share, or an average of $19.82
per share. The shares issuable to holders of Series B preferred stock would
total approximately 962,963 shares, assuming conversion occurs at the initial
conversion price of $13.50.
OUR SHARE PRICE HAS RANGED GREATLY SINCE WE WENT PUBLIC AND MAY BE VERY VOLATILE
IN THE FUTURE.
Since our public offering in February 1999, the market price of our common
stock has ranged between $5.875 and $40.94.
In the future, our share price could be affected by a number of factors,
including:
o actual or anticipated fluctuations in our operating results;
o changes in expectations as to our future financial performance or
changes in financial estimates of securities analysts;
o increased competition from major corporations or well-known colleges
and universities;
o announcements of technological innovations;
o the operating and stock price performance of other comparable
companies;
o general stock market or economic conditions; and
o sales of stock by the selling stockholders pursuant to this prospectus
or otherwise.
In addition, the stock market in general has experienced volatility that
often has been unrelated to the operating performance of particular companies.
These broad market and industry fluctuations may adversely affect the trading
price of the common stock regardless of our actual operating performance.
PROVISIONS OF LAW AND TWO AGREEMENTS MAY PREVENT TAKEOVERS AND DEPRESS THE PRICE
OF OUR SHARES.
Certain provisions of Delaware law, an agreement with our chief executive
officer and an agreement with holders of our Series B preferred stock could make
it more difficult for a third party to acquire, or discourage a third party from
attempting to acquire, control of us. The provisions of these agreements
include:
o our chairman is entitled to certain payments if his employment is
terminated following a change of control of our company.
o Series B preferred stockholders can require redemption of their shares
if there is a change of control of our company.
o Series B preferred stockholders must consent to transactions that, in
addition to those referred to above, include:
o paying dividends on our common stock;
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o incurring indebtedness in excess of $15,000,000; or
o issuing additional shares of our capital stock at a discount to
the then current market price of our common stock, other than
excluded shares (as defined in the certificate of designations).
Such provisions could limit the price that investors might be willing to
pay in the future for the common stock because they believe our management and
holders of our Series B preferred can defeat a takeover of our company that
could be beneficial to non-management stockholders.
OUR CLASSIFIED BOARD LIMITS STOCKHOLDER VOTING FOR ELECTION AND REMOVAL OF
DIRECTORS.
Our board of directors is divided into three classes. The directors in each
class will be elected for three year terms when their class stands for election
at a stockholders meeting. This staggering of director terms protects directors
from being removed from office by anyone engaged in a proxy contest for control
of the board and dilutes the ability of stockholders to influence corporate
governance policies. Furthermore, a director may only be removed, with or
without cause, by the holders of 66 2/3% of the shares entitled to vote at an
election of directors.
INDEMNIFICATION AND LIMITATION OF LIABILITY OF OUR OFFICERS AND DIRECTORS MAY
INSULATE THEM FROM ACCOUNTABILITY TO STOCKHOLDERS AT SUBSTANTIAL COST TO US.
Our certificate of incorporation and by-laws include provisions whereby our
officers and directors are to be indemnified against liabilities to the fullest
extent permissible under Delaware law. Our certificate of incorporation also
limits a director's liability for monetary damages for breach of fiduciary duty,
including gross negligence. In addition, we have agreed to advance the legal
expenses of our officers and directors who are required to defend against
claims. These provisions and agreements may have the effect of reducing the
likelihood of suits against directors and officers even though such suits, if
successful, might benefit us and our stockholders. Furthermore, a stockholder's
investment in our company may be adversely affected if we pay the cost of
settlement and damage awards against directors and officers.
FORWARD LOOKING INFORMATION
This prospectus contains, and incorporates by reference, forward-looking
statements that involve assumptions, risks and uncertainties. The words
"anticipate," "estimate," "expect," "will," "could," "may," "is targeting" and
similar words are intended to identify forward-looking statements. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risk factors set forth
above. Should any one of these or other risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated by forward-looking statements. We undertake no
obligation to update forward-looking statements.
USE OF PROCEEDS FROM EXERCISE OF WARRANTS
We will not realize any proceeds from the sale of the shares pursuant to
this prospectus. At most, we will receive a total of $16,050,246 if all warrants
to purchase 809,928 shares offered by this prospectus are exercised by selling
stockholders who do not utilize cashless exercise provisions of their warrants.
These proceeds will be available to us for working capital and general corporate
purposes.
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SELLING STOCKHOLDERS
The following table sets forth the name, and total number of shares of
common stock owned and offered by, each selling stockholder. We know of no
material relationship between any selling stockholder and us during the past
three years. After the offering is complete, none of the selling stockholders
will own more than one percent of our outstanding common stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES
SELLING STOCKHOLDER OWNED AS OF OCTOBER 2, 2000 OFFERED
------------------- ----------------------------- ----------------
<S> <C> <C>
Amaranth Trading LLC 493,669(1) 1,296,297
Seneca Capital International, Ltd. 169,556(2) 169,556
Seneca Capital L.P. 89,703(3) 89,703
Merced Partners Limited Partnership 64,815(4) 64,815
Lakeshore International, Ltd. 64,815(5) 64,815
Tayside Trading, Ltd. 417,205(6) 17,705
Timmy D. James 20,000 20,000
Epifano Almodovar 10,000 10,000
PJSC F6 2000 LLC 25,000(7) 25,000
Century American Promotions, Inc. 15,000 15,000
--------- ---------
1,370,263 1,772,891
========= =========
</TABLE>
---------------------
(1) Also owned beneficially by Amaranth Advisors, L.L.C., the managing
member of Amaranth Trading, and Nicholas M. Maounis, the managing member of
Amaranth Advisors. Includes 65,000 shares that are not being offered pursuant to
this prospectus, of which 45,000 shares are owned by Amaranth Securities LLC, an
affiliate of Amaranth Trading, and 20,000 shares are owned by Mr. Maounis. The
remaining 428,669 shares underlie a portion of the 100,000 shares of Series B
preferred stock and related warrants issued initially to Paloma Strategic Fund
L.P. and subsequently transferred to its affiliate, Amaranth Trading. Except for
the ownership limitation described below, the 100,000 shares of Series B
preferred stock would be convertible into 740,741 shares of common stock, based
on the initial conversion price of $13.50 per share, and the related warrants
would be exercisable for 555,556 shares of common stock, or the total of
1,296,297 shares being offered by Amaranth Trading pursuant to this prospectus.
However, the number of shares of common stock into which the shares of Series B
preferred stock and warrants are convertible and exercisable is limited to the
number which would result in Amaranth Trading and its affiliates beneficially
owning, together, not more than 9.99% of all the outstanding shares of our
common stock. Amaranth Trading and its affiliates expressly disclaim beneficial
ownership of any shares of our common stock in excess of this limitation.
Amaranth Trading, Amaranth Advisors and Amaranth Securities also disclaim any
beneficial ownership of the 20,000 shares owned by Mr. Maounis.
(2) Also owned beneficially by Seneca Capital Advisors LLC, the general
partner of Seneca Capital International.
(3) Also owned beneficially by Seneca Capital Investment LLC, the advisor
of Seneca Capital L.P.
(4) Also owned beneficially by its general partner, Global Capital
Management, Inc., which has selected EBF & Associates, L.P. as advisor to the
selling stockholder. EBF's general partner is Global Capital Management, Inc.
(5) Also owned beneficially by the selling stockholder's investment
manager, Hunter Capital Management, LLC, which has delegated investment
decisions to EBF & Associates, L.P. EBF's general partner is Global Capital
Management, Inc.
(6) Includes 400,000 shares that are registered for resale pursuant to our
Form S-3, effective June 2, 2000.
(7) Excludes 50,000 shares underlying warrants that are beneficially owned
by its affiliate, PJSC F6 1999 LLC, and are registered for resale pursuant to
our Form S-3, effective June 2, 2000.
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PLAN OF DISTRIBUTION
We will receive no part of the proceeds of any sales made by the selling
stockholders. We will pay all expenses of registration incurred in connection
with this offering and the offering and sale of the shares, other than
commissions, discounts and fees of brokers, dealers or agents.
The selling stockholders and any broker-dealers participating in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, and any commissions or discounts given to any
such broker-dealer may be regarded as underwriting commissions or discounts
under that Act. Since the selling stockholder may be deemed "underwriters"
within the meaning of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act.
The selling stockholders may from time to time sell all or a portion of
their shares in the over-the-counter market or on any national securities
exchange on which our common stock may be listed or traded, in transactions
directly with market makers, at prices then prevailing or related to the then
current market price or at negotiated prices. The shares will not be sold in an
underwritten public offering. The shares may be sold directly or through brokers
or dealers. The methods by which the shares may be sold include:
o a block trade (which may involve crosses) in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o privately negotiated transactions;
o put or call option transactions;
o short sales;
o any combination of such methods of sale described above; or
o any other lawful transaction.
In effecting sales, brokers and dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling stockholders (or, if any such
broker-dealer acts as agent for the purchaser of such shares, from such
purchaser) in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
selling stockholders to sell a specified number of shares at a stipulated price
per share, and, to the extent the broker-dealer is unable to do so acting as
agent for a selling stockholder, to purchase as principal any unsold shares at
the price required to fulfill the broker-dealer's commitment to the selling
stockholder.
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Upon notification of us by a selling stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of our
common stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing
o the name of each such selling stockholder and of each participating
broker or dealer;
o the number of shares of our common stock involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to such
brokers or dealers, where applicable;
o that such brokers or dealers did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus; and
o other facts material to the transaction.
Broker-dealers who acquire shares as principals may thereafter resell such
shares from time to time in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales, may pay to or receive
from the purchasers of such shares commissions computed as described above.
The selling stockholders will be subject to applicable SEC rules and
regulations, including Regulation M, which may limit the timing of purchases and
sales of shares of our common stock by them.
The selling stockholders may enter into hedging transactions with
broker-dealers. Broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholders.
Except as specified in the next sentence, the selling stockholders may also sell
the shares short and redeliver the shares to close out the short positions. Each
holder of our Series B preferred stock has agreed that neither it nor its
affiliates will sell our common stock publicly less than specified prices during
the 10 trading days prior to September 22, 2001 and 2003.
The shares covered by this prospectus that have been paid for and held for
at least one year may also be sold pursuant to Rule 144.
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We have agreed to keep this prospectus current until the earlier of:
o the date of which the selling stockholders may sell all of their
shares of common stock offered by this prospectus without restriction
pursuant to Rule 144(k);
o the date on which the selling stockholders have sold all of their
shares of common stock offered by this prospectus; and
o the date which is two years after the warrants to purchase shares of
the common stock offered by this prospectus have been exercised in
full.
We have agreed to indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act of 1933.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our certificate of incorporation and by-laws provide that we will indemnify
to the fullest extent permitted by law any person made or threatened to be made
a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director, officer or employee of our
company or serves or served at our request as a director, officer or employee of
another corporation or entity.
We have has entered into agreements to indemnify our directors and
officers, in addition to the indemnification provided for in our certificate of
incorporation and by-laws. These agreements, among other things, indemnify our
directors and officers for certain expenses (including advancing expenses for
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by us or in our right,
arising out of such person's services as a director or officer of our company,
any subsidiary of ours or any other company or enterprise to which the person
provides services at our request. In addition, we have insurance providing
indemnification for our directors and officers for certain liabilities. We
believe that these indemnification provisions and agreements and related
insurance are necessary to attract and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.
LEGAL MATTERS
Our counsel, Fischbein Badillo Wagner Harding, New York, New York, will
issue an opinion on the legality of the shares of common stock offered by this
prospectus.
EXPERTS
Our financial statements for the years ended December 31, 1999 and 1998
that are incorporated by reference in this prospectus have been so incorporated
in reliance upon the report of Goldstein Golub Kessler LLP, independent
auditors, given upon the authority of such firm as experts in accounting and
auditing.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses (other than
underwriting discounts and commissions) payable by the Registrant in connection
with the issuance and distribution of the securities being registered. Except
for the SEC filing fee, all expenses have been estimated and are subject to
future contingencies.
SEC registration fee................................ $ 3,744.35
PCX and BSE listing fees............................
Legal fees and expenses.............................
Blue sky fees and expenses..........................
Miscellaneous.......................................
Total
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Certificate of Incorporation and By-Laws of the
Registrant provide that the Registrant shall indemnify any person to the full
extent permitted by the Delaware General Corporation Law (the "GCL"). Section
145 of the GCL, relating to indemnification, is hereby incorporated herein by
reference.
In accordance with Section 102(a)(7) of the GCL, the Restated Certificate
of Incorporation of the Registrant eliminates the personal liability of
directors to the Registrant or its stockholders for monetary damage for breach
of fiduciary duty as a director with certain limited exceptions set forth in
Section 102(a)(7) of the GCL.
The Registrant also has indemnification agreements with each of its
officers and directors, the form of which is filed as Exhibit 10.21, to which
reference is hereby made.
II-1
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ITEM 16. EXHIBITS
EXHIBIT NO.* DESCRIPTION OF EXHIBIT
3.1[1] -- Certificate of Incorporation of the Registrant.
3.1(a)[6] -- Certificate of Amendment to Certificate of Incorporation of
the Registrant.
3.2[6] -- Amended and Restated By-Laws of the Registrant.
3.3[1] -- Certificate of Merger of Educational Video Conferencing,
Inc. (a New York Corporation) into the Registrant (a
Delaware Corporation).
3.4[1] -- Certificate of Correction of the Certificate of
Incorporation of the Registrant.
3.5 -- Intentionally omitted.
3.5(a) -- Intentionally omitted.
3.5(b) -- Certificate Eliminating Reference to Series A 7.5%
Convertible Preferred Stock from the Certificate of
Incorporation of the Registrant.
3.6[15] -- Certificate of Designations of Series B 7% Convertible
Preferred of the Registrant.
3.6(a)[15]-- Certificate of Correction of Certificate of Designations of
the Series B 7% Convertible Preferred of the Registrant.
4.1[1] -- Form of Common Stock Purchase Warrant issued to investors in
private placements and for services provided in connection
with such private placements.
4.2[1] -- Tayside Common Stock Purchase Warrant.
4.3[5] -- Adelphi Common Stock Purchase Warrant.
4.4[5] -- Form of Representative's Warrant Agreement (including Form
of Representative's Warrant).
4.5[5] -- Form of Common Stock Certificate.
4.6[5] -- Amended and Restated 1998 Incentive Stock Option Plan of the
Registrant.
4.7[9] -- Warrant Agreement, dated January 14, 2000, between the
Registrant and Bruce R. Kalisch.
4.7[14] -- Warrant Agreement, dated April 18, 2000, between the
Registrant and Peter J. Solomon Company Limited.
II-2
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4.8[10] -- Common Stock Purchase Warrant, dated February 3, 2000,
issued to The Shaar Fund Ltd.
4.9[10] -- Form of Finders' Warrant (relating to the issuance of
warrants to purchase 3,870 shares of the Registrant's common
stock).
4.9[15] -- Form of Common Stock Purchase Warrant
5.1 -- Opinion of Fischbeino Badilloo Wagnero Harding.
+10.1[3] -- Agreement between the Registrant and Adelphi University for
the Offering of Interactive Televideo Courses, dated May 13,
1997.
+10.2[2] -- Agreement between the Registrant and The College of
Insurance for the Offering of Interactive Televideo Courses,
dated September 16, 1997.
+10.3[2] -- Agreement between the Registrant and Mercy College for the
Offering of Interactive Video Conferenced and Computer
Courses, dated March 10, 1998.
10.4[1] -- Agreement between the Registrant and Reliance National for
the Offering of Interactive Televideo Courses and Distance
Learning Programs, dated October 7, 1998.
10.5[1] -- Agreement between the Registrant and Citibank, dated May 20,
1997.
10.6[1] -- Agreement between the Registrant and American International
Group, dated May 21, 1997.
10.7[1] -- Agreement between the Registrant and Merrill Lynch for the
Offering of Interactive Televideo Courses and Distance
Learning Programs, dated June 3, 1998.
10.7(a)[8]-- Agreement between the Registrant and Merrill Lynch, Pierce,
Fenner & Smith Incorporated for the Offering of Interactive
Televideo Courses and Distance Learning Programs, dated June
30, 1999.
10.8[5] -- Agreement for Interactive Televideo Courses and Distance
Learning Programs between the Registrant and Travelers
Indemnity Company, dated July 24, 1998.
10.9[1] -- Agreement between the Registrant and Zurich Insurance
Company, U.S. Branch for the Offering of Interactive
Televideo Courses and Distance Learning Programs, dated
August 12, 1998.
10.11[6] -- Lease Agreement between the Registrant and Realty Co. (doing
business as Royal Realty), dated December 15, 1998.
10.12[1] -- Employment Agreement between the Registrant and Dr. Arol I.
Buntzman, dated October 1, 1998.
II-3
<PAGE>
10.13[1] -- Employment Agreement between the Registrant and Dr. John J.
McGrath, dated October 1, 1998.
10.14[1] -- Employment Agreement between the Registrant and Richard
Goldenberg, dated October 1, 1998.
10.15 -- Intentionally omitted.
10.16[1] -- Employment Agreement between the Registrant and James H.
Mollitor, dated October 1, 1998.
10.17[1] -- Consulting Agreement between the Registrant and Arthur H.
Goldberg, dated March 4, 1998.
10.18[4] -- Consulting Agreement between the Registrant and William R.
Coda, dated May 10, 1998.
10.19 -- Intentionally omitted.
10.20[1] -- Chief Executive Officer Change in Control Agreement between
the Registrant and Dr. Arol I. Buntzman, dated October 1,
1998.
10.21[1] -- Form of Indemnification Agreement.
10.22 -- Intentionally omitted.
10.23[4] -- ICS Network Systems Equipment Collocation and Services
Agreement, dated November 20, 1997.
10.24[4] -- Agreement between the Registrant and General Reinsurance
Corporation for the Offering of Interactive Televideo
Courses and Distance Learning Programs, dated November 6,
1998.
+10.25[4] -- Agreement between the Registrant and Manhattan College for
the Offering of Interactive Video Conferenced Courses, dated
November 23, 1998.
10.26[4] -- Co-marketing Agreements between AT&T Corp. and the
Registrant.
10.27[4] -- Tariff agreement between the Registrant and AT&T Corp.,
dated in June 1998.
10.28[12] -- Agreement between Arol I. Buntzman and Richard and Bonnie
Goldenberg, dated March 1, 2000.
10.29[12] -- Agreement between Arol I. Buntzman and John J. McGrath,
dated March 1, 2000.
10.30 -- Intentionally omitted.
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<PAGE>
10.31[6] -- Agreement between the Rochester City School District and the
Registrant, dated December 22, 1998.
10.32[6] -- National Agreement between Lockheed Martin Corporation and
the Registrant dated February 17, 1999.
+10.33[6] -- Educational Provider Agreement between Kaplan Educational
Centers, Inc. and the Registrant dated March 23, 1999.
10.34[7] -- EVC and CWE Co-Marketing Agreement, dated May 21, 1999,
between the Registrant and the Consortium for Workers
Education.
10.35[8] -- Video Conferencing and Telecommunications Services
Agreement, dated July 1, 1999, between the Board of
Education of the City School District of the City of New
York on behalf of Community School District No. 10 and the
Registrant.
10.36[8] -- Agreement between the Registrant and Atlantic District
Lutheran Church Missouri Synod for the Offering of
Interactive Televideo Courses, dated July 21, 1999.
10.37[8] -- Letter Agreement between Excite @Home Network and the
Registrant, dated July 26, 1999.
+10.38[8] -- Agreement between the Registrant and Concordia College for
the Offering of Interactive Video Conferenced Courses, dated
August 19, 1999.
+10.39(a)[8]-- Agreement, dated August 26, 1999, between We Media, Inc. and
the Registrant.
+10.39(b)[8]-- Agreement, dated September 22, 1999, between We Media, Inc.
and the Registrant.
+10.40[8] -- Co-Marketing Agreement, dated September 1, 1999, between the
Registrant and Bell Atlantic Network Services, Inc.
+10.41[8] -- Agreement, dated September 1, 1999, between the Registrant
and Touro College and Touro University College and Touro
University International.
+10.42[8] -- Agreement, between the Registrant and St. John's University
for the Offering of Interactive Video Conferenced and
Internet-Based Courses, dated September 24, 1999.
10.43[9] -- Stock Purchase Agreement, dated January 14, 2000, among
Bruce R. Kalisch, Interboro Holding, Inc. and Interboro
Institute, Inc.
10.44[9] -- Escrow Agreement, dated January 14, 2000, among Bruce R.
Kalisch, Interboro Holding, Inc. and Fischbein.Badillo.
Wagner.Harding.
10.45 -- Intentionally omitted.
II-5
<PAGE>
10.46 -- Intentionally omitted.
+10.50[12]-- Agreement between the Registrant and Golden Gate University
for the Offering of Interactive video conference courses,
dated March 3, 2000.
10.51[12] -- License and services agreement between the Registrant and
Learningforce Inc. dated October 18, 1999.
10.52[12] -- Educational Provider/Co-Marketing Agreement between the
Registrant and Computer Generated Solutions, Inc. dated
January 13, 2000.
10.53[12] -- Stock Subscription and Stockholders' Agreement, dated
November 29, 1999 among the Registrant, Visiocom Worldwide,
S.A., the individuals set forth in Exhibit A to such
agreement, and Visiocom USA Incorporated, including
Exhibits.
++10.53[14] -- Agreement, dated April 27, 2000, between the Registrant and
Telecommunications Research Associates for the Offering of
Interactive Video Conferenced Courses
10.54[13] -- Summary of Transaction Terms between edcor and the
Registrant, dated January 3, 2000.
10.54[14] -- Agreement, dated May 30, 2000, between Correction Officers'
Benevolent Association (Association), City of New York and
the Registrant.
10.55[13] -- Agreement, dated January 25, 2000, between the Registrant
and Clemson University for the Offering of Non-Credit
Interactive Video Conferenced Courses.
++10.55[14] -- Agreement, dated June 1, 2000, between the Registrant and
American Academy of Professional Coders, Inc.
10.56[13] -- Agreement, dated March 13, 2000, between the Registrant and
California State Baptist Association for the Offering of
Interactive Televideo Courses.
10.56[15] -- Form of Series B Stock Purchase Agreement.
10.57[15] -- Amended and Restated Registration Rights Agreements, dated
September 27, 2000, among Paloma Strategic Fund L.P.
("Paloma"), Seneca Capital International, Ltd. ("Seneca
Ltd."), Seneca Capital, L.P. ("Seneca L.P."), Merced
Partners Limited Partnership ("Merced") , Lakeshore
International, Ltd. ("Lakeshore") and the Registrant.
10.58[15] -- Amended and Restated Co-Sale Agreement, dated September 29,
2000, among Dr. Arol I. Buntzman, the Registrant, Paloma,
Seneca Ltd., Seneca L.P., Merced and Lakeshore.
10.59 -- Agreement, dated August 31, 2000, between the Registrant and
YAI National Institute for People with Disabilities.
II-6
<PAGE>
10.60[16] -- IP Services and Dedicated Access Agreement, dated September
15, 2000, between At Home Corporation, through its @Work
division, and the Registrant.
23.1 -- Consent of Goldstein Golub Kessler LLP.
23.2 -- Consent of Fischbein Badillo Wagner Harding (included in
Exhibit 5.1).
24.1 -- Power of Attorney (set forth on page II-10).
27[14] -- Financial Data Schedule.
99.1[9] -- Press Release of the Registrant, dated January 20, 2000.
------------------------------
* Numbers inside brackets indicate documents from which exhibits have been
incorporated by reference.
+ Confidential treatment has been granted with respect to the redacted
portions of this exhibit.
++ Confidential treatment has been requested with respect to the redacted
portions of this exhibit.
[1] Incorporated by reference to the Registrant's Registration Statement on
Form SB-2, dated October 23, 1998, registration no. 333-66085.
[2] Incorporated by reference to Amendment No. 1, dated November 12, 1998, to
the Registrant's Form SB-2, Registration no. 333-66085.
[3] Incorporated by reference to Amendment No. 2, dated November 20, 1998, to
the Registrant's Form SB-2, Registration No. 333-66085.
[4] Incorporated by reference to Amendment No. 3, dated December 23, 1998, to
the Registrant's Form SB-2, Registration No. 333-66085.
[5] Incorporated by reference to Amendment No. 4, dated February 10, 1999, to
the Registrant's Form SB-2, Registration No. 333-66085.
[6] Incorporated by reference to Registrant's Form 10-QSB, for the quarter
ended March 31, 1999.
[7] Incorporated by reference to Registrant's Form 10-QSB, for the quarter
ended June 30, 1999.
[8] Incorporated by reference to Registrant's Form 10-QSB for the quarter ended
September 30, 1999.
[9] Incorporated by reference to the Registrant's Form 8-K dated January 14,
2000.
[10] Incorporated by reference to the Registrant's Form 8-K dated February 3,
2000.
II-7
<PAGE>
[11] Incorporated by reference to the Registrant's Form 8-K/A dated March 3,
2000.
[12] Incorporated by reference to the Registrant's Form 10-KSB for the year
ended December 31, 1999.
[13] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended March 31, 2000.
[14] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended June 30, 2000.
[15] Incorporated by reference to the Registrant's Form 8-K dated October 6,
2000.
[16] To be filed by amendment.
II-8
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The Registrant will:
(1) File during any period in which selling stockholders offer or sell
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
BONA FIDE offering.
(3) File a post effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Yonkers, State of New York, on the 30th day of
October, 2000.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/Dr. Arol I. Buntzman
---------------------------------------------
Dr. Arol I. Buntzman, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Dr. Arol I.
Buntzman and John J. McGrath, or either of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE Date
--------- -----
<S> <C> <C>
/s/Dr. Arol I. Buntzman Chairman of the Board and Chief October 30, 2000
----------------------------- Executive Officer
Dr. Arol I. Buntzman
/s/Dr. John J. McGrath President and Director October 30, 2000
-----------------------------
Dr. John J. McGrath
/s/Richard Goldenberg Chief Financial Officer, Secretary and October 30, 2000
----------------------------- Director (Principal Financial
Richard Goldenberg and Accounting Officer)
/s/Royce N. Flippin, Jr. Director October 30, 2000
-----------------------------
Royce N. Flippin, Jr.
/s/Philip M. Getter Director October 30, 2000
-----------------------------
Philip M. Getter
/s/ Arthur H. Goldberg Director October 30, 2000
-----------------------------
Arthur H. Goldberg
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.* DESCRIPTION OF EXHIBIT
3.1[1] -- Certificate of Incorporation of the Registrant.
3.1(a)[6] -- Certificate of Amendment to Certificate of Incorporation of
the Registrant.
3.2[6] -- Amended and Restated By-Laws of the Registrant.
3.3[1] -- Certificate of Merger of Educational Video Conferencing,
Inc. (a New York Corporation) into the Registrant (a
Delaware Corporation).
3.4[1] -- Certificate of Correction of the Certificate of
Incorporation of the Registrant.
3.5 -- Intentionally omitted.
3.5(a) -- Intentionally omitted.
3.5(b) -- Certificate Eliminating Reference to Series A 7.5%
Convertible Preferred Stock from the Certificate of
Incorporation of the Registrant.
3.6[15] -- Certificate of Designations of Series B 7% Convertible
Preferred of the Registrant.
3.6(a)[15]-- Certificate of Correction of Certificate of Designations of
the Series B 7% Convertible Preferred of the Registrant.
4.1[1] -- Form of Common Stock Purchase Warrant issued to investors in
private placements and for services provided in connection
with such private placements.
4.2[1] -- Tayside Common Stock Purchase Warrant.
4.3[5] -- Adelphi Common Stock Purchase Warrant.
4.4[5] -- Form of Representative's Warrant Agreement (including Form
of Representative's Warrant).
4.5[5] -- Form of Common Stock Certificate.
4.6[5] -- Amended and Restated 1998 Incentive Stock Option Plan of the
Registrant.
4.7[9] -- Warrant Agreement, dated January 14, 2000, between the
Registrant and Bruce R. Kalisch.
E-1
<PAGE>
4.7[14] -- Warrant Agreement, dated April 18, 2000, between the
Registrant and Peter J. Solomon Company Limited.
4.8[10] -- Common Stock Purchase Warrant, dated February 3, 2000,
issued to The Shaar Fund Ltd.
4.9[10] -- Form of Finders' Warrant (relating to the issuance of
warrants to purchase 3,870 shares of the Registrant's common
stock).
4.9[15] -- Form of Common Stock Purchase Warrant
5.1 -- Opinion of Fischbeino Badilloo Wagnero Harding.
+10.1[3] -- Agreement between the Registrant and Adelphi University for
the Offering of Interactive Televideo Courses, dated May 13,
1997.
+10.2[2] -- Agreement between the Registrant and The College of
Insurance for the Offering of Interactive Televideo Courses,
dated September 16, 1997.
+10.3[2] -- Agreement between the Registrant and Mercy College for the
Offering of Interactive Video Conferenced and Computer
Courses, dated March 10, 1998.
10.4[1] -- Agreement between the Registrant and Reliance National for
the Offering of Interactive Televideo Courses and Distance
Learning Programs, dated October 7, 1998.
10.5[1] -- Agreement between the Registrant and Citibank, dated May 20,
1997.
10.6[1] -- Agreement between the Registrant and American International
Group, dated May 21, 1997.
10.7[1] -- Agreement between the Registrant and Merrill Lynch for the
Offering of Interactive Televideo Courses and Distance
Learning Programs, dated June 3, 1998.
10.7(a)[8]-- Agreement between the Registrant and Merrill Lynch, Pierce,
Fenner & Smith Incorporated for the Offering of Interactive
Televideo Courses and Distance Learning Programs, dated June
30, 1999.
10.8[5] -- Agreement for Interactive Televideo Courses and Distance
Learning Programs between the Registrant and Travelers
Indemnity Company, dated July 24, 1998.
10.9[1] -- Agreement between the Registrant and Zurich Insurance
Company, U.S. Branch for the Offering of Interactive
Televideo Courses and Distance Learning Programs, dated
August 12, 1998.
E-2
<PAGE>
10.11[6] -- Lease Agreement between the Registrant and Realty Co. (doing
business as Royal Realty), dated December 15, 1998.
10.12[1] -- Employment Agreement between the Registrant and Dr. Arol I.
Buntzman, dated October 1, 1998.
10.13[1] -- Employment Agreement between the Registrant and Dr. John J.
McGrath, dated October 1, 1998.
10.14[1] -- Employment Agreement between the Registrant and Richard
Goldenberg, dated October 1, 1998.
10.15 -- Intentionally omitted.
10.16[1] -- Employment Agreement between the Registrant and James H.
Mollitor, dated October 1, 1998.
10.17[1] -- Consulting Agreement between the Registrant and Arthur H.
Goldberg, dated March 4, 1998.
10.18[4] -- Consulting Agreement between the Registrant and William R.
Coda, dated May 10, 1998.
10.19 -- Intentionally omitted.
10.20[1] -- Chief Executive Officer Change in Control Agreement between
the Registrant and Dr. Arol I. Buntzman, dated October 1,
1998.
10.21[1] -- Form of Indemnification Agreement.
10.22 -- Intentionally omitted.
10.23[4] -- ICS Network Systems Equipment Collocation and Services
Agreement, dated November 20, 1997.
10.24[4] -- Agreement between the Registrant and General Reinsurance
Corporation for the Offering of Interactive Televideo
Courses and Distance Learning Programs, dated November 6,
1998.
+10.25[4] -- Agreement between the Registrant and Manhattan College for
the Offering of Interactive Video Conferenced Courses, dated
November 23, 1998.
10.26[4] -- Co-marketing Agreements between AT&T Corp. and the
Registrant.
10.27[4] -- Tariff agreement between the Registrant and AT&T Corp.,
dated in June 1998.
E-3
<PAGE>
10.28[12] -- Agreement between Arol I. Buntzman and Richard and Bonnie
Goldenberg, dated March 1, 2000.
10.29[12] -- Agreement between Arol I. Buntzman and John J. McGrath,
dated March 1, 2000.
10.30 -- Intentionally omitted.
10.31[6] -- Agreement between the Rochester City School District and the
Registrant, dated December 22, 1998.
10.32[6] -- National Agreement between Lockheed Martin Corporation and
the Registrant dated February 17, 1999.
+10.33[6] -- Educational Provider Agreement between Kaplan Educational
Centers, Inc. and the Registrant dated March 23, 1999.
10.34[7] -- EVC and CWE Co-Marketing Agreement, dated May 21, 1999,
between the Registrant and the Consortium for Workers
Education.
10.35[8] -- Video Conferencing and Telecommunications Services
Agreement, dated July 1, 1999, between the Board of
Education of the City School District of the City of New
York on behalf of Community School District No. 10 and the
Registrant.
10.36[8] -- Agreement between the Registrant and Atlantic District
Lutheran Church Missouri Synod for the Offering of
Interactive Televideo Courses, dated July 21, 1999.
10.37[8] -- Letter Agreement between Excite @Home Network and the
Registrant, dated July 26, 1999.
+10.38[8] -- Agreement between the Registrant and Concordia College for
the Offering of Interactive Video Conferenced Courses, dated
August 19, 1999.
+10.39(a)[8]-- Agreement, dated August 26, 1999, between We Media, Inc. and
the Registrant.
+10.39(b)[8 -- Agreement, dated September 22, 1999, between We Media, Inc.
and the Registrant.
+10.40[8] -- Co-Marketing Agreement, dated September 1, 1999, between the
Registrant and Bell Atlantic Network Services, Inc.
+10.41[8] -- Agreement, dated September 1, 1999, between the Registrant
and Touro College and Touro University College and Touro
University International.
E-4
<PAGE>
+10.42[8] -- Agreement, between the Registrant and St. John's University
for the Offering of Interactive Video Conferenced and
Internet-Based Courses, dated September 24, 1999.
10.43[9] -- Stock Purchase Agreement, dated January 14, 2000, among
Bruce R. Kalisch, Interboro Holding, Inc. and Interboro
Institute, Inc.
10.44[9] -- Escrow Agreement, dated January 14, 2000, among Bruce R.
Kalisch, Interboro Holding, Inc. and
FischbeinoBadillooWagneroHarding.
10.45 -- Intentionally omitted.
10.46 -- Intentionally omitted.
+10.50[12]-- Agreement between the Registrant and Golden Gate University
for the Offering of Interactive video conference courses,
dated March 3, 2000.
10.51[12] -- License and services agreement between the Registrant and
Learningforce Inc. dated October 18, 1999.
10.52[12] -- Educational Provider/Co-Marketing Agreement between the
Registrant and Computer Generated Solutions, Inc. dated
January 13, 2000.
10.53[12] -- Stock Subscription and Stockholders' Agreement, dated
November 29, 1999 among the Registrant, Visiocom Worldwide,
S.A., the individuals set forth in Exhibit A to such
agreement, and Visiocom USA Incorporated, including
Exhibits.
++10.53[14] -- Agreement, dated April 27, 2000, between the Registrant and
Telecommunications Research Associates for the Offering of
Interactive Video Conferenced Courses
10.54[13] -- Summary of Transaction Terms between edcor and the
Registrant, dated January 3, 2000.
10.54[14] -- Agreement, dated May 30, 2000, between Correction Officers'
Benevolent Association (Association), City of New York and
the Registrant.
10.55[13] -- Agreement, dated January 25, 2000, between the Registrant
and Clemson University for the Offering of Non-Credit
Interactive Video Conferenced Courses.
++10.55[14] -- Agreement, dated June 1, 2000, between the Registrant and
American Academy of Professional Coders, Inc.
10.56[13] -- Agreement, dated March 13, 2000, between the Registrant and
California State Baptist Association for the Offering of
Interactive Televideo Courses.
E-5
<PAGE>
10.56[15] -- Form of Series B Stock Purchase Agreement.
10.57[15] -- Amended and Restated Registration Rights Agreements, dated
September 27, 2000, among Paloma Strategic Fund L.P.
("Paloma"), Seneca Capital International, Ltd. ("Seneca
Ltd."), Seneca Capital, L.P. ("Seneca L.P."), Merced
Partners Limited Partnership ("Merced") , Lakeshore
International, Ltd. ("Lakeshore") and the Registrant.
10.58[15] -- Amended and Restated Co-Sale Agreement, dated September 29,
2000, among Dr. Arol I. Buntzman, the Registrant, Paloma,
Seneca Ltd., Seneca L.P., Merced and Lakeshore.
10.59 -- Agreement, dated August 31, 2000, between the Registrant and
YAI National Institute for People with Disabilities.
10.60[16] -- IP Services and Dedicated Access Agreement, dated September
15, 2000, between At Home Corporation, through its @Work
division, and the Registrant.
23.1 -- Consent of Goldstein Golub Kessler LLP.
23.2 -- Consent of Fischbein Badillo Wagner Harding (included in
Exhibit 5.1).
24.1 -- Power of Attorney (set forth on page II-10).
27[14] -- Financial Data Schedule.
99.1[9] -- Press Release of the Registrant, dated January 20, 2000.
------------------------------
* Numbers inside brackets indicate documents from which exhibits have been
incorporated by reference.
+ Confidential treatment has been granted with respect to the redacted
portions of this exhibit.
++ Confidential treatment has been requested with respect to the redacted
portions of this exhibit.
[1] Incorporated by reference to the Registrant's Registration Statement on
Form SB-2, dated October 23, 1998, registration no. 333-66085.
[2] Incorporated by reference to Amendment No. 1, dated November 12, 1998, to
the Registrant's Form SB-2, Registration no. 333-66085.
[3] Incorporated by reference to Amendment No. 2, dated November 20, 1998, to
the Registrant's Form SB-2, Registration No. 333-66085.
E-6
<PAGE>
[4] Incorporated by reference to Amendment No. 3, dated December 23, 1998, to
the Registrant's Form SB-2, Registration No. 333-66085.
[5] Incorporated by reference to Amendment No. 4, dated February 10, 1999, to
the Registrant's Form SB-2, Registration No. 333-66085.
[6] Incorporated by reference to Registrant's Form 10-QSB, for the quarter
ended March 31, 1999.
[7] Incorporated by reference to Registrant's Form 10-QSB, for the quarter
ended June 30, 1999.
[8] Incorporated by reference to Registrant's Form 10-QSB for the quarter ended
September 30, 1999.
[9] Incorporated by reference to the Registrant's Form 8-K dated January 14,
2000.
[10] Incorporated by reference to the Registrant's Form 8-K dated February 3,
2000.
[11] Incorporated by reference to the Registrant's Form 8-K/A dated March 3,
2000.
[12] Incorporated by reference to the Registrant's Form 10-KSB for the year
ended December 31, 1999.
[13] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended March 31, 2000.
[14] Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ended June 30, 2000.
[15] Incorporated by reference to the Registrant's Form 8-K dated October 6,
2000.
[16] To be filed by amendment.
E-7
