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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
INDUSTRIAL TRAINING CORPORATION
-------------------------------
(Name of Registrant as Specified In Its Charter)
___________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(I)(2) or
Item 22(a)(2) of Schedule 14A
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________
5) Total fee paid:
________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________
3) Filing Party
________________________________________________________________
4) Date Filed:
________________________________________________________________
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[LOGO APPEARS HERE]
INDUSTRIAL TRAINING CORPORATION
13515 Dulles Technology Drive
Herndon, VA 22071-3416
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 7, 1996
Notice is hereby given that the annual meeting of the stockholders of Industrial
Training Corporation (the "Company") will be held at the Sheraton Reston Hotel,
11810 Sunrise Valley Drive, Reston, Virginia 22091, on May 7, 1996, at 4:00 pm,
Eastern Daylight Time, for the following purposes:
1. To elect two (2) Directors to serve terms as set forth in the Proxy
Statement; and,
2. To approve the amendment to the Articles of Incorporation increasing
the shares of authorized Common Stock from Four Million (4,000,000) to
Twelve Million (12,000,000); and
3. To approve the First Amendment to the 1992 Key Employee Incentive
Stock Option Plan, increasing the number of shares reserved for the
granting of options thereunder by 200,000; and
4. To approve the First Amendment to the 1992 Director Incentive Stock
Option Plan, increasing the number of shares reserved for the granting
of options thereunder by 100,000; and
5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
By resolution of the Board of Directors, only Stockholders of record at the
close of business March 4, 1996, are entitled to notice of and vote at the
meeting or any adjournment thereof.
March 11, 1996 By order of the Board of Directors
Herndon, Virginia Industrial Training Corporation
/s/ Anne J. Fletcher
-------------------------------
Anne J. Fletcher
Corporate Secretary
WHETHER OR NOT YOU EXPECT TO BE PRESENT IN PERSON AT THE MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY FORM AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE POSTPAID ENVELOPE ENCLOSED. THE PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS OF THE COMPANY. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE
THEIR PROXIES AT THE MEETING AND VOTE IN PERSON.
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[LOGO APPEARS HERE]
INDUSTRIAL TRAINING CORPORATION
13515 Dulles Technology Drive
Herndon, VA 22071-3416
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors and management of Industrial Training Corporation, a Maryland
corporation (the "Company"), of proxies for use at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at the Sheraton
Reston Hotel, 11810 Sunrise Valley Drive, Reston, Virginia 22091, on Tuesday,
May 7, 1996 at 4:00 pm, EDT, and at any and all postponements or adjournments
thereof, for the purposes set forth in the accompanying Notice of Meeting.
Copies of the Annual Report and Form 10-KSB of the Company for its fiscal year
ended December 31, 1995 are included. This Proxy Statement, Notice of Meeting,
accompanying proxy card and the annual report and Form 10-KSB are first expected
to be mailed to stockholders on or about March 15, 1996.
GENERAL
Only stockholders of record at the close of business on March 4, 1996 are
entitled to notice of and to vote the shares of common stock, par value $.10 per
share, of the Company (the "Common Stock") held by them on that date at the
Annual Meeting or any postponements or adjournments thereof.
If the accompanying proxy card is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the proxy card will vote for the slate of nominees proposed by the
Board of Directors and as recommended by the Board of Directors with regard to
all other matters or, if no such recommendation is given, in their own
discretion. Each stockholder may revoke a previously granted proxy at any time
before it is exercised by filing with the Secretary of the Company a revoking
instrument or a duly executed proxy bearing a later date. The powers of the
proxy holders will be suspended if the person executing the proxy attends the
Annual Meeting in person and so requests. Attendance at the Annual Meeting will
not, in itself, constitute revocation of a previously granted proxy.
The presence at the Annual Meeting, in person or by proxy, of the holders of a
majority of the shares of Common Stock outstanding on March 4, 1996 will
constitute a quorum. Each outstanding share entitles its holder to cast one vote
on each matter to be voted upon at the Annual Meeting. As of February 15, 1996,
3,549,588 shares of Common Stock were outstanding.
Broker non-votes are shares held in street name for which the broker indicates
that instructions have not been received from the beneficial owners or other
persons entitled to vote and the broker does not have discretionary voting
authority. Under the New York Stock Exchange Rules, brokers will not have
discretionary voting authority for Items 3 and 4 and may not vote for those
items without receiving instructions from the beneficial owners of the shares;
however, brokers will have discretionary voting authority for Items 1 and 2.
Abstentions and broker non-
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votes will be counted as shares present for purposes of determining whether a
quorum is present but will not be voted for or against any proposal. Abstentions
will have no effect on Items 1, 3 and 4, for which the required vote is either a
plurality or a majority of the votes cast, but effectively will be a vote
against Item 2, for which the required vote is two thirds of the votes entitled
to be cast on the matter. Broker non-votes will have no effect on Items 3 and 4
because they are not treated as votes cast.
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STOCK OWNERSHIP
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to the beneficial ownership of
each person known to the Company to own more than 5% of the outstanding Common
Stock as of February 15, 1996./1/
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class
- - - ------------------------------------ ------------------------- -----------------
<S> <C> <C>
Wellington Management Company/2/ 346,700 9.4%
200 State Street, Boston, MA 02109
Kennedy Capital Management, Inc./3/ 232,350 6.3%
425 N. Ballas Road, Suite 191
St. Louis, MO 63141-6821
</TABLE>
_______________________________
/1/ Excluding holdings of James H. Walton and TDH II Limited, which are
reflected in the table below.
/2/ Shares are owned by various investment advisory clients of Wellington
Management Company or its wholly-owned subsidiary ("WTC"), for which WTC
possesses direct or indirect investment and/or voting discretion pursuant to the
provisions of investment advisory agreements with such clients.
/3/ Shares are owned by various investment advisory clients of Kennedy Capital
Management, Inc. ("Kennedy"), for which Kennedy possesses direct or indirect
investment and/or voting discretion pursuant to the provisions of investment
advisory agreements with such clients.
OWNERSHIP OF EQUITY AND VOTING SECURITIES BY DIRECTORS AND OFFICERS/1/
The following table reflects shares of Common Stock beneficially owned (or
deemed to be beneficially owned pursuant to the rules of the Securities and
Exchange Commission) as of February 15, 1996 by each director of the Company,
each of the executive officers named in the Summary Compensation Table included
elsewhere herein and the current directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class
- - - ------------------------------------ ------------------------- -----------------
<S> <C> <C>
Thomas M. Balderston/2/ 290,843 7.9%
172 Whitemarsh Rd., Ardmore, PA 19003
James H. Walton/3/ 239,709 6.5%
5213 N. 23rd Rd., Arlington, VA 22207
Gerald H. Kaiz/4/ 177,396 4.8%
14406 Nadine Dr., Rockville, MD 20853
</TABLE>
_______________________________
/1/ Unless otherwise indicated, each person has sole voting and investment
rights with respect to the shares specified opposite his name.
/2/ Mr. Balderston's shares are held by TDH II Limited, One Rosemont Business
Campus, Suite 301, 919 Conestoga Road, Rosemont, PA 19010, with which Mr.
Balderston is affiliated. Mr. Balderston does not have sole voting power for
the shares.
/3/ Includes 1,500 shares owned by spouse and 8,209 shares held by the
Company's Employee Stock Ownership Plan. Includes 58,000 shares which Mr. Walton
is entitled to acquire pursuant to stock options.
/4/ Includes 1,000 shares owned by spouse and 6,896 shares held by the
Company's Employee Stock Ownership Plan. Includes 6,000 shares which Mr. Kaiz is
entitled to acquire pursuant to stock options.
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<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class
- - - ------------------------------------ ------------------------- -----------------
<S> <C> <C>
Steven L. Roden/5/ 70,938 1.9%
305 Glen Lake Drive, Atlanta, GA 30327
Philip J. Facchina/6/ 53,308 1.4%
8128 Boss St., Vienna, VA 22182
John D. Sanders/7/ 30,550 .8%
4600 N. 26th St., Arlington, VA 22207
Richard E. Thomas/8/ 18,870 .5%
8207 Light Horse Ct., Annandale, VA 22003
Daniel R. Bannister/9/ 9,000 .2%
8414 Brookewood Ct., McLean, VA 22102-1749
Directors and Executive Officers
as a group (13 persons) 1,033,581 27.9%
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes of ownership of the Company's Common Stock with the
Securities and Exchange Commission. Executive officers and directors are
required to furnish the Company with copies of all Section 16(a) forms that they
file. Based upon a review of these filings and written representations from
certain of the Company's directors and executive officers that no other reports
were required, the Company notes that Messrs. Walton, Kaiz, Facchina, Roden and
VanStry and Ms. Babcock inadvertently failed to file Forms 4 reporting the
allocation of shares to each of them from the Company ESOP for the years 1992,
1993 and 1994. Each of the foregoing individuals filed a Form 5 reporting these
transactions. Additionally, Mr. Roden inadvertently failed to file a Form 4
reporting a bona fide gift of stock during Fiscal Year 1994, for which a Form 5
has subsequently been filed, reporting such transaction.
_______________________________
/5/ Includes 4,073 shares held by Employee Stock Ownership Plan. Includes
20,000 shares which Mr. Roden is entitled to acquire pursuant to stock options.
/6/ Includes 4,308 shares held by Employee Stock Ownership Plan. Includes
49,000 shares which Mr. Facchina is entitled to acquire pursuant to stock
options.
/7/ Includes 1,800 shares owned by spouse and 600 shares owned by J. D. Sanders
Profit Sharing Plan, of which Mr. Sanders is the beneficiary. Includes 2,000
shares which Mr. Sanders is entitled to acquire pursuant to stock options.
/8/ Includes 9,000 shares owned by Mr. Thomas and his spouse as tenants by the
entirety. Includes 4,000 shares which Mr. Thomas is entitled to acquire pursuant
to stock options.
/9/ Includes 3,000 shares owned by Mr. Bannister and his spouse as tenants by
the entirely. Includes 4,000 shares which Mr. Bannister is entitled to acquire
pursuant to stock options.
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ITEM 1
ELECTION OF DIRECTORS
The Board of Directors has the ultimate authority for the management of the
Company's business, objectives, and operations. It selects the Company's
executive officers, delegates responsibilities for the conduct of the Company's
operations to those officers, and monitors their performance.
The Board of Directors held four meetings during 1995, and acted seven times
through unanimous written consent. The Board of Directors has a three-member
Compensation Committee, members of which are outside directors, Messrs. Thomas,
Sanders and Bannister. The Committee recommends salaries and other compensation
of the elected officers of the Company for action by the whole Board. The
Compensation Committee met two times during 1995.
The Board of Directors has also established an Audit Committee which is
comprised of the same outside directors as the Compensation Committee. The
Audit Committee acts in an oversight capacity, consistent with standard industry
practice, to review quarterly and year end financial processes, and meets with
the Company's auditors to review their reports and recommendations. The Audit
Committee met one time during 1995.
Each director attended 75 percent or more of the aggregate number of Board and
Committee meetings on which he served during 1995.
Directors who are also employees of the Company received no extra compensation
for serving as Directors for the year ended December 31, 1995. For the year
ended December 31, 1995, Directors who were not also employees were paid $1,500
per calendar quarter and $250 per meeting for their service as Directors.
The Board of Directors of the Company is divided into three classes, as nearly
equal in number as possible. Each class serves three years, with the terms of
office of the respective classes expiring in successive years. The term of
office of directors in Class III expires at the 1996 Annual Meeting. The Board
of Directors has no reason to believe that any of the nominees will not serve if
elected, but if any of them should become unavailable to serve as a director,
and if the Board designates a substitute nominee, the persons named as proxies
will vote for the substitute nominee designated by the Board.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. If elected, all nominees are expected to serve until the 1999 Annual
Meeting and until their successors are duly elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES DESCRIBED BELOW, EACH OF
WHOM ARE CURRENTLY SERVING AS CLASS III DIRECTORS, BE ELECTED FOR A NEW TERM OF
THREE YEARS AND UNTIL THEY ARE RE-ELECTED OR THEIR SUCCESSORS ARE DULY ELECTED
AND QUALIFIED.
DIRECTORS STANDING FOR ELECTION - CLASS III
<TABLE>
<CAPTION>
Year First
Elected Director
Name (Age) (Re-election Term
-----------------
Position with Company Business Experience Expires)
--------------------- ------------------- -------
CLASS III
<S> <C> <C>
Daniel R. Bannister (65) President and Chief Executive Officer of DynCorp, a leading 1988
Director professional and technical services firm, since 1985. He was (1999)
Executive Vice President and Senior Vice President of its
Technical Services Group from 1983 to 1984.
</TABLE>
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DIRECTORS STANDING FOR ELECTION - CLASS III
<TABLE>
<CAPTION>
Year First
Elected Director
(Re-election Term
Name (Age) -----------------
Position with Company Business Experience Expires)
--------------------- ------------------- -------
<S> <C> <C>
Philip J. Facchina (34) President and Chief Operating Officer of ITC. Prior to 1995
Director, President and being named President and COO in October 1995, Mr. (1999)
Chief Operating Officer/10/ Facchina served as Vice President, Treasurer and Chief
Financial Officer of ITC from October 1992 to October 1995.
Prior to joining ITC in October 1992, Mr. Facchina served
as Treasurer and Chief Financial Officer of Facchina
Construction Company, Inc. Prior to then, Mr. Facchina served
as Vice President of Finance and Administration for E. C. Ernst,
Inc. and Assistant Treasurer and Secretary for The Philadelphia
Bourse, Inc. Mr. Facchina holds an M.B.A. from the University of
Pennsylvania's Wharton Business School and a B.S. in Accounting
from the University of Maryland.
DIRECTORS CONTINUING IN OFFICE
Year First
Elected Director
CLASS I (Term Expires)
--------------
James H. Walton (62) Chairman of the Board and Chief Executive Officer of ITC. Mr. 1977
Chairman of the Board of Walton has been a director and officer of ITC since 1977. (1997)
Directors and Chief Prior to the founding of ITC in 1977, he was responsible for
Executive Officer audiovisual production at NUS Corporation, an engineering and
consulting firm (1973-1977). Mr. Walton holds a B.S. and M.A. from
the University of Nebraska.
Steven L. Roden (45) Chief Executive Officer of ComSkill, Executive Vice President 1993
Director and Executive of ITC and managing director of Activ Training Ltd. Mr. Roden (1997)
Vice President of ITC served as President and Chief Executive Officer of Comsell from
1987 until its liquidation into ITC in January 1995. Prior to
joining Comsell, he was President of Digital Controls Video, Inc.,
Vice President of Coloney, Inc., and Vice President of First
Florida Bank Corp. Mr. Roden holds an M.B.A. in Finance and
Marketing and a B.S. from Florida State University.
Thomas M. Balderston (39) Affiliated with TDH, a venture capital fund group, from 1985 1993
Director to present. He is also director of Actronics, Inc. Prior to TDH, (1997)
he was Assistant Vice President of Middle Market Lending for the
Bank of Boston. Mr. Balderston holds an M.B.A. from the Anderson
School of Management at UCLA and a B.A. from Williams College.
</TABLE>
________________________________
/10/ Mr. Facchina was appointed a Director of the Company on October 31, 1995 to
fill a vacancy on the Board created by the resignation of Mr. Kaiz.
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DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
Year First
Name (Age) Elected Director
Position with Company Business Experience (Term Expires)
--------------------- ------------------- ------------
CLASS II
<S> <C> <C>
John D. Sanders (57) Chairman of Tech News Inc., publishers of Washington Technology 1977
Director newspaper. He is also a registered representative (inactive) (1998)
with Wachtel & Co., Inc., an investment banking firm, a position
held since 1968. Mr. Sanders is a member of the Boards of
Directors of: Daedalus Enterprises, Inc., an electronics
specialty consultant; and Information Analysis, Inc., a supplier of
computer software services. He holds a B.E.E. from the University of
Louisville, Kentucky, and an M.S. and Ph.D. in Electrical Engineering
from Carnegie-Mellon University.
Richard E. Thomas (69) Mr. Thomas has been President of COMSAT RSI since 1994. Prior 1982
Director to that, he was Chairman of the Board, President and Chief (1998)
Executive Officer of Radiation Systems, Inc., a communications
systems manufacturer, from 1978 until 1994, at which time Radiation
Systems, Inc. was merged into COMSAT Corporation. Mr. Thomas was
originally employed by Radiation Systems, Inc. as Vice President,
Operations in 1966.
</TABLE>
EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with its executive officers.
The agreements are generally subject to termination upon (i) death (with certain
individuals' beneficiaries receiving up to $5,000 in death benefits); (ii)
disability; or (iii) upon 45-60 days notice (depending upon the individuals) by
the Company. The agreements provide for 34 months of severance pay to Messrs.
Walton and Kaiz, twelve months of severance pay to Messrs. Facchina and Roden
and Ms. Tomaszewicz, and ten months of severance pay to Ms. Babcock and Mr.
VanStry (with certain exceptions for liquidation other than in connection with
the transfer of all Company assets to another entity as in a merger or
consolidation). The agreements with Ms. Babcock, Ms. Tomaszewicz and Mr.
Facchina specify that upon certain changes of control, Ms. Babcock and Ms.
Tomaszewicz would receive twelve months salary as severance pay if they are
terminated or voluntarily leave within one year of the effective date of such an
occurrence and Mr. Facchina would receive 24 months salary as severance pay upon
a change of control.
In addition to base salary, each officer is eligible to receive salary
increases, bonuses, stock option grants, pension and profit sharing arrangements
and other employee benefits that may from time to time be awarded or made
available. Messrs. Walton and Kaiz are required to give the Company twelve
months notice of resignation, while the other executive officers must provide
from 45-120 days notice. During the notice period, all officers receive salary.
The agreements also provide for certain paid sick or disability leave and
reimbursement of certain medical expenses not covered by the Company's group
insurance.
During October 1995, Mr. Kaiz gave notice of his resignation in accordance with
the terms of his employment agreement. Mr. Kaiz will remain an officer of the
Company until October 1996.
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EXECUTIVE COMPENSATION SUMMARY TABLE
The following information is being furnished with respect to the Company's Chief
Executive Officer ("CEO") and its four most highly compensated executive
officers other than the CEO whose annual salary and bonus exceeded $100,000 for
the most recent fiscal year (collectively the "Executive Officers") for services
rendered to the Company during each of the last 3 completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-----------------------------------------------------------------
Annual Compensation
- - - ------------------------------------------------------------------------------------------------------------------------------------
Other Annual
Name and Principal Compensation ($) Securities Underlying
Position Year Salary ($) Bonus ($) (a) (c) Options Granted (#)
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James H. Walton 1995 162,914 0 21,088 50,000
Chairman and CEO 1994 133,183 80,000 13,470 0
1993 132,088 0 10,455 0
- - - ------------------------------------------------------------------------------------------------------------------------------------
Gerald H. Kaiz 1995 112,889 0 14,718 0
Executive Vice 1994 112,332 30,000 11,858 0
President 1993 117,783 0 9,220 0
- - - ------------------------------------------------------------------------------------------------------------------------------------
Steven L. Roden 1995 122,149 0 15,943 0
Executive VP - ITC 1994 120,609 45,000 12,930 0
CEO - ComSkill 1993 29,800(b) 0 2,503 30,000
- - - ------------------------------------------------------------------------------------------------------------------------------------
Philip J. Facchina 1995 123,276 0 15,916 25,000
President and COO 1994 87,366 60,000 23,460(d) 0
1993 72,852 0 28,906(d) 15,000
- - - ------------------------------------------------------------------------------------------------------------------------------------
Elaine H. Babcock 1995 111,763 0 14,455 0
Vice President 1994 86,770 37,500 9,150 30,000
1993 80,233 0 6,688 0
- - - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
a) Bonus compensation plan represents amounts paid to the executive pursuant to
the Company's Incentive Compensation Plan for the year earned.
b) Mr. Roden was hired by the Company as of September 30, 1993, the date of the
Comsell acquisition. Salary compensation for 1993 represents amounts paid by
the Company to Mr. Roden after the Comsell acquisition.
c) Represents the fair market value of shares allocated pursuant to the
Company's Employee Stock Ownership Plan.
d) Includes amounts paid by the Company for certain educational-related
expenses.
OPTION GRANTS FOR FISCAL 1995 AND POTENTIAL REALIZABLE VALUES
The following table sets forth as to each of the named executive officers
information with respect to option grants during the last fiscal year:
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total Options/
Number of SARs Granted to
Securities Employees in Fiscal Exercise or Base
Name Underlying Options/ Year Price ($/Sh) Expiration Date
SARs Granted (#)
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James H. Walton 50,000 53% $6.50/Sh 2/8/2000
- - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald H. Kaiz -- -- -- --
- - - -----------------------------------------------------------------------------------------------------------------------------------
Steven L. Roden -- -- -- --
- - - -----------------------------------------------------------------------------------------------------------------------------------
Philip J. Facchina 25,000 26% $6.50/Sh 2/8/2000
- - - -----------------------------------------------------------------------------------------------------------------------------------
Elaine H. Babcock -- -- -- --
- - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
OPTION EXERCISES AND VALUES FOR FISCAL 1995
The following table sets forth as to each of the named executive officers
information with respect to option exercises during Fiscal 1995 and the status
of their options on December 31, 1995.
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised In-the-
Unexercised Options Money Options at
at Fiscal Year End Fiscal Year End ($)
Shares Acquired on (#) Exercisable (E)/ Exercisable (E)/
Name Exercise (#) Value Realized ($) Unexercisable (U) Unexercisable (U)
- - - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James H. Walton 20,000 44,696 58,000 (E) 354,978 (E)
- - - -------------------------------------------------------------------------------------------------------------------------------
Gerald H. Kaiz 20,000 44,696 6,000 (E) 18,978 (E)
- - - -------------------------------------------------------------------------------------------------------------------------------
Steven L. Roden -- -- 20,000 (E) 110,000 (E)
10,000 (U) 55,000 (U)
- - - -------------------------------------------------------------------------------------------------------------------------------
Philip J. Facchina -- -- 49,000 (E) 305,000 (E)
- - - -------------------------------------------------------------------------------------------------------------------------------
Elaine H. Babcock -- -- 16,000 (E) 92,250 (E)
20,000 (U) 150,000 (U)
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
The following sets forth the business experience of executive officers who are
not also directors of the Company.
GERALD H. KAIZ, age 57, is Executive Vice President of ITC. Mr. Kaiz, a former
director, has been an officer of ITC since 1977. Prior to the founding of ITC,
Mr. Kaiz was Manager of Training Consulting for NUS Corporation, an engineering
and consulting firm (1967-1977). Mr. Kaiz holds a B.S. degree in Physics and an
M.S. degree in Nuclear Engineering from the Massachusetts Institute of
Technology.
ELAINE H. BABCOCK, age 39, is Senior Vice President of ITC. Ms. Babcock is
currently responsible for the Company's newly-formed Multimedia Services
division. During 1995, Ms. Babcock was responsible for all distribution of off-
the-shelf product sales of the Company and its affiliates in North America, with
the exception of sales through the ComSkill franchise network. Prior to January
1994, Ms. Babcock used her sales and management expertise to build ITC's Custom
Services Department. Ms. Babcock joined the Company in 1978 as a Video
Production Specialist with a Communications degree from the University of
Maryland.
ELIZABETH E. TOMASZEWICZ, age 49, is a Vice President of ITC and President of
ComSkill. Prior to joining the Company, Ms. Tomaszewicz served as Senior Vice
President of Sales and Marketing of TRO Learning, Inc. ("TRO"), 1989 to 1993.
Prior to TRO, she served as Executive Vice President, Marketing and Field
Operations of Applied Learning International, Inc. Ms. Tomaszewicz holds a B.S.
from the University of Massachusetts.
ROBERT F. VANSTRY, age 45, is a Vice President of ITC. Currently, Mr. VanStry
is in charge of all of ITC's product and technology development. Mr. VanStry
joined the Company in May 1978 as Senior Training Associate and subsequently
fulfilled the responsibilities of Manager of Engineering Projects, Manager of
Project Development, and Vice President of Training Services.
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FRANK A. CARCHEDI, age 38, is Vice President, Treasurer and Chief Financial
Officer of ITC. Prior to joining ITC in November of 1995, Mr. Carchedi was a
consultant in the Merger and Acquisition group of Ernst & Young LLP. Mr.
Carchedi was with Ernst & Young LLP for over 10 years, prior to which he held
several other positions in private industry and public accounting. Mr. Carchedi
holds a B.S. in Accounting from Wake Forest University and is a C.P.A.
ANNE J. FLETCHER, age 33, is Secretary of ITC. Ms. Fletcher joined ITC in
December 1994 as the Company's General Counsel. Prior to joining ITC, she was
engaged in the private practice of law for six years in Fairfax, Virginia. Ms.
Fletcher received her J.D. from George Mason University School of Law and a B.A.
from the State University of New York, College at Oswego.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two years, the Company was not a party to any transactions with
any director, or executive officer, nominee for election as a director, any
security holder that is a beneficial owner of greater than five percent (5%) of
the Company's Common Stock, or any member of the immediate family of the
foregoing.
ITEM 2
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
INCREASING NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
At a meeting of the Board of Directors of the Company held on October 31, 1995,
the directors approved an amendment to the Fifth Article of the Company's
Articles of Incorporation, as amended (the "Articles of Incorporation") to
increase the number of authorized shares of Common Stock of the Company from
4,000,000 to 12,000,000 shares. As of February 15, 1996, the Company had only
450,412 shares of authorized Common Stock remaining for future issuance. Of the
remaining shares of Common Stock available for issuance, 273,500 shares of
Common Stock are currently reserved for issuance pursuant to currently
outstanding stock options or stock option plans, leaving only 176,912 shares
available for issuance or new option grants.
The Board of Directors of the Company believes that it is in the best interests
of the Company and its stockholders that there be a greater number of authorized
and unissued shares available to give the Company the flexibility it needs to
conduct its business and accommodate future growth. The Board of Directors
believes that the proposed increase in authorized shares of Common Stock is
desirable to enhance the Company's flexibility in structuring its future
capitalization to meet financing needs for expansion and growth including
expansion through offering of additional shares, use of shares for acquisition
of compatible businesses, availability of stock option grants, and for other
corporate purposes which the Board may deem desirable. In connection therewith,
the following resolution will be introduced at the Annual Meeting:
RESOLVED, the existing Fifth Article of the Articles of Incorporation is
amended in the following respects:
The Charter of the Company is hereby amended by striking out Article FIFTH
and inserting in lieu thereof the following:"
"The total number of shares of stock which the corporation shall have the
authority to issue is 12,000,000 shares of Common Stock, all of one (1)
class, the par value of such shares to be ten cents ($.10) per share. The
aggregate par value of all shares of stock is $1,200,000.
The Board of Directors recommends that stockholders approve the proposed
amendment to the Company's Articles of Incorporation because it considers the
proposal to be in the best long-term and short-term interests of the Company and
its stockholders. The purpose for the proposed increase in the number of shares
of authorized Common Stock is to ensure that additional shares of Common Stock
is to ensure that additional shares of Common Stock will be available, if
needed, for issuance in connection with any future transactions approved by the
Board of Directors and permitted by the policies, rules and regulations of the
National Association of Securities
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Dealers, Inc. ("NASD"), including, among others, stock splits, stock dividends,
acquisitions, financings and other corporate purposes. The Board of Directors
believes that the availability of the additional shares of common Stock for such
purposes without delay or the necessity for a special stockholders' meeting
(except as may be required by applicable law or regulatory authorities or by the
rules of the NASD or any stock exchange on which the Company's securities may
then be listed) will be beneficial to the Company by providing it with the
flexibility required to consider and respond to future business opportunities
and needs as they arise. The availability of additional authorized shares of
Common Stock will also enable the Company to act promptly when the Board of
Directors determines that the issuance of additional shares of Common Stock is
advisable. It is possible that shares of Common Stock may be issued at a time
and under circumstances which may increase or decrease earnings per share and
increase or decrease the book value per share of shares presently held. If the
proposed amendment is approved by stockholders, no further authorization for the
issuance of the newly authorized Common Stock will be solicited prior to such
issuance.
The Company has no current plans to issue any of the additional authorized
shares of Common Stock, should the proposed amendment be approved by the
Company's stockholders.
The proposed amendment to the Articles of Incorporation must be approved by the
affirmative vote of two-thirds of the aggregate number of votes entitled to be
cast thereon.
THE BOARD RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT TO THE ARTICLES OF INCORPORATION.
ITEM 3
AMENDMENT TO THE 1992 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
TO INCREASE THE TOTAL NUMBER OF SHARES ISSUABLE THEREUNDER TO 315,000 SHARES
Subject to approval by the Company's shareholders, the Board of Directors
approved an amendment to the 1992 Key Employee Incentive Stock Option Plan on
January 4, 1996 to increase the authorized number of shares of Common Stock
issuable thereunder by 200,000 shares and to reserve the additional shares for
issuance under the 1992 Key Employee Stock Option Plan, bringing the total
number of shares of Common Stock subject to the 1992 Key Employee Incentive
Stock Option Plan to 315,000.
Approval of the addition of 200,000 shares of Common Stock to the pool of shares
reserved for issuance thereunder will require the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock present or
represented at the annual meeting of shareholders and entitled to a vote
thereat.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE 1992 KEY
EMPLOYEE INCENTIVE STOCK OPTION PLAN TO ADD 200,000 SHARES OF COMMON STOCK TO
THE POOL OF SHARES RESERVED FOR ISSUANCE THEREUNDER.
IN THE EVENT THAT ITEM 2 IS NOT PASSED BY THE STOCKHOLDERS, MANAGEMENT INTENDS
TO WITHDRAW THIS ITEM FROM CONSIDERATION BY THE STOCKHOLDERS, BECAUSE THERE WILL
BE AN INSUFFICIENT NUMBER OF SHARES TO EFFECT THIS PROPOSAL.
The essential features of the 1992 Key Employee Incentive Stock Option Plan (the
"Employee Plan") are summarized below. The summary does not purport to be a
complete description of the Employee Plan. Copies of the Employee Plan can be
obtained by writing the Corporate Secretary, Anne J. Fletcher, Industrial
Training Corporation, 13515 Dulles Technology Drive, Herndon, VA 22071.
GENERAL. The Employee Plan gives the Board, or a committee that the Board
appoints, authority to grant options to purchase Common Stock. Options granted
under the Employee Plan may be either "incentive stock options" as defined in
Section 422 of the Internal Revenue Code, or nonstatutory stock options, as
determined by the Board or its committee.
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PURPOSE. The purpose of the Employee Plan is to enable the Company and its
subsidiaries to attract and retain officers and other key employees and to
provide them with additional incentive to advance the interests of the Company.
ADMINISTRATION. The Employee Plan may be administered by the Board. No member
of the Board shall be obligated to participate. The interpretation and
construction of any provision of the Employee Plan by the Board or its committee
shall be final and binding. Members of the Board receive no additional
compensation for their services in connection with the administration of the
Employee Plan.
ELIGIBILITY. Options under the Employee Plan may be granted only to officers
and other key employees of the Company and/or its subsidiaries.
TERMS OF OPTIONS. The terms of options granted under the Employee Plan are
determined by the Board or its committee. Each option is evidenced by a written
agreement between the Company and the person to whom such option is granted.
Options are typically exercisable over a three-year period beginning on the date
of grant at the rate of one-third at the end of each year thereafter and
terminate five years after the date of the grant. Pursuant to the Employee
Plan, options may be subject to the following additional terms and conditions:
(a) EXERCISE OF THE OPTION. The optionee must earn the right to exercise
the option by continuing to work for the Company. The Board may
determine when options are exercisable. An option is exercised by
giving written notice of exercise to the Company specifying the number
of full shares of common stock to be purchased and tendering payment
of the purchase price to the Company. The method of payment of the
exercise price of the shares purchased upon exercise of an option
shall be cash, or with written prior consent of the Board, by
tendering shares of common stock of the Company already owned by
optionee, or a combination of cash and stock.
(b) EXERCISE PRICE. The exercise price of options granted under the
Employee Plan is determined by the Board and must not be less than
100% of the fair market value of the Common Stock, or in the case
where an employee to whom an Incentive Stock Option is to be granted
under the plan is, at the time of grant of such grant, owner of stock
possessing more than 10% of the total combined voting power of all
classes of the Company stock, then the purchase price per share shall
be not less than 110% of the fair market value of the common stock at
the time of grant. Options granted under the Employee Plan are
typically exercisable at 100% of fair market value on the date of
grant. Fair market value per share is the closing price on the NASDAQ
National Market System.
(c) TERMINATION OF EMPLOYMENT. If an optionee's employment relationship
with the Company is terminated for any reason other than death or for
cause, options outstanding under the Employee Plan may be exercised
within three months (or such other period of time as determined by the
Board, not to exceed certain limits) after the date of such
termination to the extent the options were exercisable on the date of
termination.
(d) DEATH OF OPTIONEE. If an optionee should die while employed by the
Company, options may be exercised at any time within twelve months
after death, but only to the extent the options were exercisable at
the date of death.
(e) TERMINATION OF OPTIONS. The Employee Plan provides that options
granted under the plan will expire 5 years from the date of grant,
unless a shorter period is provided in the stock option agreement.
(f) NON-TRANSFERABILITY OF OPTIONS. An option is non-transferable by the
holder other than by will or the laws of descent and distribution, and
is exercisable during the holder's lifetime only by the optionee, or
in the event of the optionee's death, by the optionee's estate or by
the person who acquires the right to exercise the option by request or
inheritance.
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ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. In the event any change
is made in the Company's capitalization, such as a stock split or reverse stock
split, appropriate adjustment shall be made to the purchase price and to the
number of shares subject to the stock option. In the event of the proposed
dissolution or liquidation of the Company, all options will terminate
immediately prior to the consummation of such action, unless otherwise provided
by the Board. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation the successor corporation shall assume all outstanding options or
substitute new options therefore, unless the Board determines in its discretion
to accelerate the exercisability of such options.
AMENDMENT AND TERMINATION OF THE 1992 KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN.
The Board may amend or terminate the Employee Plan from time to time in such
respects as the Board may deem advisable. Any amendment or termination of the
Employee Plan shall not affect options already granted and such options shall
remain in full force and effect as if the Employee Plan had not been amended or
terminated, unless mutually agreed otherwise between the optionee and the
Company.
TAX INFORMATION. Options granted under the Employee Plan may be either
"incentive stock options," as defined in Section 422 of the Internal Revenue
Code, or nonstatutory options.
If an option granted under the Employee Plan is an incentive stock option, the
optionee will recognize no income upon grant of the incentive stock option and
incur no tax liability due to the exercise unless the optionee is subject to the
alternative minimum tax. Upon the sale or exchange of the shares more than two
years after grant of the option and one year after exercising the option, any
gain or loss will be treated as long-term capital gain or loss. If these
holding periods are not satisfied, the optionee will recognize ordinary income
equal to the difference between the exercise price and the lower of (i) the fair
market value of the stock at the date of the option exercise or (ii) the sale
price of the stock. A different rule for measuring ordinary income upon such a
premature disposition may apply if the optionee is also an officer, director or
10% shareholder of the Company. The Company will be entitled to a deduction in
the same amount as the ordinary income recognized by the optionee. Any gain or
loss recognized on such a premature disposition of the shares in excess of the
amount treated as ordinary income will be characterized as long-term or short-
term capital gain or loss, depending on the holding period.
All other options that do not qualify as incentive stock options are referred to
as nonstatutory options. An optionee will not recognize any taxable income at
the time he or she is granted a nonstatutory option. However, upon exercise of
a nonstatutory option, the optionee will recognize taxable income generally
measured as the excess of the then fair market value of the shares purchased
over the exercise price. Any taxable income recognized in connection with an
option exercise by an optionee who is also an employee of the Company will be
subject to tax withholding by the Company. Upon resale of such shares by the
optionee, any difference between the sales price and the exercise price, to the
extent not recognized as taxable income as described above, will be treated as
long-term or short-term capital gain or loss, depending on the holding period.
The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.
The foregoing summary of the effect of federal income taxation upon the
participant and the Company with respect to the purchase of shares under the
Employee Plan does not purport to be complete, and reference should be made to
the applicable provisions of the Code. In addition, this summary does not
discuss the tax consequences of the optionee's death or the income tax laws of
any municipality, state or foreign county in which an optionee may reside.
ITEM 4
AMENDMENT TO THE 1992 DIRECTOR INCENTIVE STOCK OPTION PLAN
TO INCREASE THE TOTAL NUMBER OF SHARES ISSUABLE THEREUNDER TO 135,000 SHARES
Subject to approval by the Company's shareholders, the Board of Directors
approved an amendment to the 1992 Director Incentive Stock Option Plan,
effective February 20, 1996 to increase the authorized number of shares of
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Common Stock issuable thereunder by 100,000 shares and to reserve the additional
shares for issuance under the 1992 Stock Option Plan, bringing the total number
of shares of Common Stock subject to the 1992 Director Incentive Stock Option
Plan to 135,000.
Approval of the addition of 100,000 shares of Common Stock to the pool of shares
reserved for issuance thereunder will require the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock present or
represented at the annual meeting of shareholders and entitled to a vote
thereat.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE 1992
DIRECTOR INCENTIVE STOCK OPTION PLAN TO ADD 100,000 SHARES OF COMMON STOCK TO
THE POOL OF SHARES RESERVED FOR ISSUANCE THEREUNDER.
IN THE EVENT THAT ITEM 2 IS NOT PASSED BY THE STOCKHOLDERS, MANAGEMENT INTENDS
TO WITHDRAW THIS ITEM FROM CONSIDERATION BY THE STOCKHOLDERS, BECAUSE THERE WILL
BE AN INSUFFICIENT NUMBER OF SHARES TO EFFECT THIS PROPOSAL.
The essential features of the 1992 Director Incentive Stock Option Plan (the
"Director Plan") are summarized below. The summary does not purport to be a
complete description of the Director Plan. Copies of the Director Plan can be
obtained by writing the Corporate Secretary, Anne J. Fletcher, Industrial
Training Corporation, 13515 Dulles Technology Drive, Herndon, VA 22071.
GENERAL. The Director Plan gives the Board, or a committee that the Board
appoints, authority to grant options to purchase Common Stock. Options granted
under the Director Plan may be either "incentive stock options" as defined in
Section 422 of the Internal Revenue Code, or nonstatutory stock options, as
determined by the Board or its committee.
PURPOSE. The purpose of the Director Plan is to enable the Company and its
subsidiaries to attract and retain effective and capable persons who will serve
as directors and to provide them with additional incentive to advance the
interests of the Company.
ADMINISTRATION. The Director Plan shall be administered by the stock option
committee of the Board. No member of the Board shall be obligated to
participate. The interpretation and construction of any provision of the
Director Plan by the Board or its committee shall be final and binding. Members
of the stock option committee of the Board receive no additional compensation
for their services in connection with the administration of the Director Plan.
ELIGIBILITY. Options under the Director Plan may be granted only to directors
of the Company and/or its subsidiaries.
TERMS OF OPTIONS. The terms of options granted under the Director Plan are
determined by the stock option committee. Each option is evidenced by a written
agreement between the Company and the person to whom such option is granted.
Options are typically exercisable over a three-year period beginning on the date
of grant at the rate of one-third at the end of each year thereafter and
terminate five years after the date of the grant. Pursuant to the Director
Plan, options may be subject to the following additional terms and conditions:
(a) EXERCISE OF THE OPTION. The optionee must earn the right to exercise
the option by continuing to serve as a director for the Company. The
stock option committee shall determine when options are exercisable.
An option is exercised by giving written notice of exercise to the
Company specifying the number of full shares of common stock to be
purchased and tendering payment of the purchase price to the Company.
The method of payment of the exercise price of the shares purchased
upon exercise of an option shall be cash, or with written prior
consent of the Board, by tendering shares of common stock of the
Company already owned by optionee, or a combination of cash and stock.
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(b) EXERCISE PRICE. The exercise price of options granted under the
Director Plan is determined by the stock option committee and must not
be less than 100% of the fair market value of the Common Stock, or in
the case where an employee to whom an Incentive Stock Option is to be
granted under the plan is, at the time of grant of such grant, owner
of stock possessing more than 10% of the total combined voting power
of all classes of the Company stock, then the purchase price per share
shall be not less than 110% of the fair market value of the common
stock at the time of grant. Options granted under the Plan are
typically exercisable at 100% of fair market value on the date of
grant. Fair market value per share is the closing price on the NASDAQ
National Market System.
(c) TERMINATION OF SERVICE AS DIRECTOR. If an optionee's relationship as
a director with the Company is terminated for any reason other than
death or for cause, options outstanding under the Director Plan may be
exercised within three months (or such other period of time as
determined by the Board, not to exceed certain limits) after the date
of such termination to the extent the options were exercisable on the
date of termination.
(d) DEATH OF OPTIONEE. If an optionee should die while serving as a
director of the Company, options may be exercised at any time within
twelve months after death, but only to the extent the options were
exercisable at the date of death.
(e) TERMINATION OF OPTIONS. The Director Plan provides that options
granted under the plan will expire 5 years from the date of grant,
unless a shorter period is provided in the stock option agreement.
(f) NON-TRANSFERABILITY OF OPTIONS. An option is non-transferable by the
holder other than by will or the laws of descent and distribution, and
is exercisable during the holder's lifetime only by the optionee, or
in the event of the optionee's death, by the optionee's estate or by
the person who acquires the right to exercise the option by request or
inheritance.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. In the event any change
is made in the Company's capitalization, such as a stock split or reverse stock
split, appropriate adjustment shall be made to the purchase price and to the
number of shares subject to the stock option. In the event of the proposed
dissolution or liquidation of the Company, all options will terminate
immediately prior to the consummation of such action, unless otherwise provided
by the Board. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation the successor corporation shall assume all outstanding options or
substitute new options therefore, unless the Board determines in its discretion
to accelerate the exercisability of such options.
AMENDMENT AND TERMINATION OF THE 1992 DIRECTOR INCENTIVE STOCK OPTION PLAN. The
Board may amend or terminate the Director Plan from time to time in such
respects as the Board may deem advisable. Any amendment or termination of the
Director Plan shall not affect options already granted and such options shall
remain in full force and effect as if the Director Plan had not been amended or
terminated, unless mutually agreed otherwise between the optionee and the
Company.
TAX INFORMATION. Options granted under the Director Plan may be either
"incentive stock options," as defined in Section 422 of the Internal Revenue
Code, or nonstatutory options.
If an option granted under the Director Plan is an incentive stock option, the
optionee will recognize no income upon grant of the incentive stock option and
incur no tax liability due to the exercise unless the optionee is subject to the
alternative minimum tax. Upon the sale or exchange of the shares more than two
years after grant of the option and one year after exercising the option, any
gain or loss will be treated as long-term capital gain or loss. If these
holding periods are not satisfied, the optionee will recognize ordinary income
equal to the difference between the exercise price and the lower of (i) the fair
market value of the stock at the date of the option exercise or (ii) the sale
price of the stock. A different rule for measuring ordinary income upon such a
premature disposition may apply if the optionee is also an officer, director or
10% shareholder of the Company. The Company will be entitled to a deduction in
the same amount as the ordinary income recognized by the optionee. Any gain or
loss
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recognized on such a premature disposition of the shares in excess of the
amount treated as ordinary income will be characterized as long-term or short-
term capital gain or loss, depending on the holding period.
All other options that do not qualify as incentive stock options are referred to
as nonstatutory options. An optionee will not recognize any taxable income at
the time he or she is granted a nonstatutory option. However, upon exercise of
a nonstatutory option, the optionee will recognize taxable income generally
measured as the excess of the then fair market value of the shares purchased
over the exercise price. Any taxable income recognized in connection with an
option exercise by an optionee who is also an employee of the Company will be
subject to tax withholding by the Company. Upon resale of such shares by the
optionee, any difference between the sales price and the exercise price, to the
extent not recognized as taxable income as described above, will be treated as
long-term or short-term capital gain or loss, depending on the holding period.
The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.
The foregoing summary of the effect of federal income taxation upon the
participant and the Company with respect to the purchase of shares under the
Director Plan does not purport to be complete, and reference should be made to
the applicable provisions of the Code. In addition, this summary does not
discuss the tax consequences of the optionee's death or the income tax laws of
any municipality, state or foreign county in which an optionee may reside.
OTHER MATTERS
Ernst & Young LLP has served as the Company's independent auditors since 1992.
Representatives of Ernst & Young LLP will attend the meeting to make any
statement they consider appropriate and to respond to appropriate questions
raised at the meeting.
The Company knows of no business which will be presented for action at the
meeting other than those matters referred to herein. If other matters do come
before the meeting, the persons named as proxies will act and vote according to
their best judgment on behalf of the stockholders they represent.
ADDITIONAL INFORMATION
The cost of soliciting proxies in the enclosed form will be borne by the
Company. Officers and regular employees of the Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing or personal conversations, or by telephone, telex or facsimile. The
Company will, upon request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial owners
of stock.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals by stockholders which are intended to be presented at the Company's
next Annual Meeting of Stockholders must be received by the Company no later
than November 3, 1996.
Dated: March 11, 1996
By Order of the Board of Directors
Industrial Training Corporation
/s/ Anne J. Fletcher
---------------------------
Anne J. Fletcher
Secretary
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INDUSTRIAL TRAINING CORPORATION
[LOGO APPEARS PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 7, 1996
HERE] THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
The undersigned stockholder(s) of INDUSTRIAL TRAINING CORPORATION hereby appoint
Frank A. Carchedi and Anne J. Fletcher, and each and any one of them, with the
power to appoint his or her substitute, the true and lawful attorneys, agents
and proxies of the undersigned, to vote all shares of common stock which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders, to be
held at the Sheraton Reston Hotel, 11810 Sunrise Valley Drive, Reston, Virginia
22091, on May 7, 1996 at 4:00 pm, and at any adjournment or adjournments of such
meeting, with all powers which the undersigned would possess if personally
present, as follows:
The Board of Directors recommends a vote FOR the proposals listed below. IF NO
DIRECTIONS ARE GIVEN, THE PROXIES WILL BE VOTED FOR THE MATTER LISTED BELOW.
Please indicate your vote by marking an "X" in the space provided below.
1. Election of Directors (to serve terms as noted in the Proxy Statement):
Nominee FOR WITHHOLD AUTHORITY
------- --- ------------------
Daniel R. Bannister ( ) ( )
Philip J. Facchina ( ) ( )
(For each nominee, check either FOR or WITHHOLD AUTHORITY.)
2. Approval of amendment to the Articles of Incorporation increasing the
shares of Common Stock from Four Million (4,000,000) to Twelve Million
(12,000,000):
FOR WITHHOLD AUTHORITY
--- ------------------
( ) ( )
3. Approval of First Amendment to 1992 Key Employee Incentive Stock
Option Plan:
FOR WITHHOLD AUTHORITY
--- ------------------
( ) ( )
4. Approval of First Amendment to 1992 Director Incentive Stock Option
Plan.
FOR WITHHOLD AUTHORITY
--- ------------------
( ) ( )
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5. At their discretion, the Proxies are authorized to vote on any other
business properly
brought before the meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE MATTER LISTED.
Dated _______________________, 1996
___________________________________ ______________________________________
Signature Signature
___________________________________ ______________________________________
Print Name Print Name
(Please sign exactly as your name or names appear on the Company's stock
records. When shares are held by joint tenants, both should sign. If signing as
an attorney, executor, administrator, trustee or guardian, give your full title
as such. If signing on behalf of a corporation, the full name of the corporation
should be set forth accompanied by the signature on its behalf of a duly
authorized officer.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
