As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Industrial Training Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1078263
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13515 Dulles Technology Drive
Herndon, Virginia 22071
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(Address of principal executive offices) (zip code)
1992 Key Employee Incentive Stock Option Plan
---------------------------------------------
(Full title of plan)
Frank A. Carchedi, Vice President
Industrial Training Corporation
13515 Dulles Technology Drive
Herndon, Virginia 22071
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(Name and address of agent for service)
(703) 713-3335
---------------------------------------
(Telephone number of agent for service)
Copy to:
Alan J. Berkeley, Esq.
Sidney R. Smith, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Amount offering aggregate registra-
Title of securities to be price offering tion
to be registered registered per share(1) price(1) fee
- ---------------- ---------- ------------ -------- ---------
Common stock, par
value $.10 per 200,000
share shares $ 5.00 $1,000,000 $345
(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low prices for the Registrant's Common Stock
reported on the NASDAQ National Market on December 23, 1996.
- 2 -
<PAGE>
EXPLANATORY NOTE
Industrial Training Corporation's earlier Registration Statement on
Form S-8 (File No. 33-_____), filed with the Securities and Exchange Commission
on March 26, 1993 and pertaining to the Industrial Training Corporation's 1992
Key Employee Incentive Stock Option Plan is incorporated herein by reference.
This incorporation by reference is made pursuant to General Instruction E of
Form S-8 regarding the registration of additional shares of the same class as
other securities for which there has been filed a Registration Statement on Form
S-8 relating to the same employee benefit plan.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the
legality of the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 The consent of Kirkpatrick & Lockhart LLP to the
use of their opinion as an exhibit to this
Registration Statement is included in their
opinion filed herewith as Exhibit 5.1
24 Power of Attorney (see page 5)
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<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Herndon, State of Virginia, on this 27th day of
December, 1996.
INDUSTRIAL TRAINING CORPORATION
/S/ James H. Walton
By: ------------------------------
James H. Walton,
Chairman of the Board and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Walton, or Frank A. Carchedi his
attorney-in-fact, with power of substitution, for him in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8, and to file
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may 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 dates indicated.
Signature Title Date
/s/ James H. Walton
- ----------------------- Chairman of the December 27, 1996
James H. Walton Board and Chief
Executive Officer
(Principal
Executive Officer)
/s/ Steven L. Roden
- ----------------------- President and December 27, 1996
Steven L. Roden Director
/s/ Frank A. Carchedi
- ----------------------- Vice President and December 27, 1996
Frank A. Carchedi Chief Financial
Officer (Principal
Financial and
Accounting Officer)
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<PAGE>
- ------------------------ Director ________, 1996
Daniel R. Bannister
- ------------------------ Director ________, 1996
Thomas M. Balderston
/s/ John D. Sanders
- ------------------------ Director December 27, 1996
John D. Sanders
/s/ Richard E. Thomas
- ------------------------ Director December 27, 1996
Richard E. Thomas
/s/ Philip J. Facchina
- ------------------------ Director December 27, 1996
Philip J. Facchina
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<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
5.1 Opinion of Kirkpatrick & Lockhart LLP
as to the legality of the securities
being registered
23.1 Consent of Ernst & Young LLP
23.2 The consent of Kirkpatrick & Lockhart
LLP to the use of their opinion as an
exhibit to this Registration
Statement is included in their
opinion filed herewith as
Exhibit 5.1
24 Power of Attorney (see page 5)
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Exhibit 5.1
KIRKPATRICK & LOCKHART LLP 1800
Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
December 27, 1996
Industrial Training Corporation
13515 Dulles Technology Drive
Herndon, Virginia 22071
Re: Industrial Training Corporation
Registration Statement on Form S-8
----------------------------------
Ladies/Gentlemen:
We have acted as counsel to Industrial Training Corporation, a Maryland
corporation ("Corporation"), in connection with the preparation and filing of
the above-captioned Registration Statement on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended, covering incentive
stock options ("Key Employee Incentive Options") to purchase 200,000 shares of
Common Stock, $0.10 par value per share ("Common Stock"), of the Corporation
pursuant to the Corporation's 1992 Key Employee Incentive Stock Option Plan.
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Certificate of Incorporation and By-Laws of the
Corporation, each as amended to date, the minutes of various meetings and
unanimous written consents of the Board of Directors and the shareholders of the
Corporation, and original, reproduced or certified copies of such records of the
Corporation and such agreements, certificates of public officials, certificates
of officers and representatives of the Corporation and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon statements and certificates
of officers and representatives of the Corporation and others.
<PAGE>
Industrial Training Corporation
December 27, 1996
Page 2
Based on the foregoing, we are of the opinion that the Key Employee
Incentive Options will be duly and validly issued by the Corporation and that
each of the 200,000 shares of Common Stock, when issued upon the exercise of a
Key Employee Incentive Option and the payment of the exercise price per share
specified in such Key Employee Incentive Option, as contemplated in the
Registration Statement, will be duly and validly issued by the Corporation,
fully paid and non-assessable.
We hereby consent to your filing a copy of this Opinion as an exhibit
to said Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
---------------------------------
KIRKPATRICK & LOCKHART LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-XXXXX) pertaining to the 1992 Key
Employee Incentive Stock Option Plan of Industrial Training
Corporation of our report dated February 16, 1996, with respect
to the consolidated financial statements of Industrial Training
Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Washington, D.C.
December 27, 1996
