<PAGE>
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] 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] No fee required.
[ ] $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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<PAGE>
[LOGO OF ITC APPEARS HERE]
INDUSTRIAL TRAINING CORPORATION
13515 Dulles Technology Drive
Herndon, VA 20171-3413
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 6, 1997
Notice is hereby given that the annual meeting of the stockholders of Industrial
Training Corporation, a Maryland corporation (the "Company") will be held at the
Sheraton Reston Hotel, 11810 Sunrise Valley Drive, Reston, Virginia 22091, on
May 6, 1997, 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 changing the
name of the Company to ITC Learning Corporation; and
3. To ratify the appointment of independent auditors; and
4. 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 3, 1997 are entitled to notice of and vote at the
meeting or any adjournment thereof.
March 13, 1997 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.
<PAGE>
[GRAPHIC APPEARS HERE]
INDUSTRIAL TRAINING CORPORATION
13515 Dulles Technology Drive
Herndon, Virginia 20171-3413
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 6, 1997 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, 1996 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 17, 1997.
GENERAL
Only stockholders of record at the close of business on March 3, 1997 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 3, 1997 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 14, 1997,
3,897,034 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. Brokers will have discretionary voting authority for Items 1, 2 and
3. Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but abstentions will not be
voted for or against any proposal.
<PAGE>
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 14, 1997. /1/
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class
- ------------------------------------ ------------------------- ----------------
<S> <C> <C>
Wellington Management Company/2/ 348,000 8.9%
75 State Street
Boston, MA 02109
TDH II Limited/3/ 290,843 7.5%
One Rosemont Business Campus
919 Conestoga Road
Rosemont, PA 19010
Kennedy Capital Management, Inc./4/ 207,350 5.3%
10829 Olive Boulevard
St. Louis, MO 63141
</TABLE>
- -------------------------------
/1/ Excluding holdings of James H. Walton, reflected in table below.
/2/ Shares are owned of record by various investment advisory clients of
Wellington Management Company ("WMC"), which clients have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities. Of the shares disclosed,
258,000 (6.6% of the outstanding Common Stock of The Company) is held of
record by clients of Wellington Trust Company, N.A., a wholly-owned
subsidiary of WMC, in its capacity as investment advisor for such clients.
/3/ Shares are owned directly by TDH II Limited, a Pennsylvania limited
partnership, and TDH II has sole voting power and investment rights with
respect to its shares. Thomas M. Balderston, an affiliate of TDH II
Limited, served as a director of the Company commencing October 6, 1993
through January 21, 1997.
/4/ 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 14, 1997 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>
James H. Walton/2/ 247,876 6.1%
5213 N. 23rd Rd., Arlington, VA 22207
</TABLE>
- --------
/1/ Unless otherwise indicated, each person has sole voting and investment
rights with respect to the shares specified opposite his name.
/2/ Includes 1,500 shares owned by spouse and 9,876 shares held by the
Company's Employee Stock Ownership Plan. Includes 52,000 shares which Mr.
Walton is entitled to acquire pursuant to stock options.
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class
- ------------------------------------ ------------------------- ----------------
<S> <C> <C>
Steven L. Roden/3/ 87,166 2.1%
1720 Lake Shore Crest Drive, #33, Reston, VA 20190
Philip J. Facchina/4/ 50,322 1.2%
8128 Boss St., Vienna, VA 22182
John D. Sanders/5/ 29,450 0.7%
4600 N. 26th St., Arlington, VA 22207
Richard E. Thomas/6/ 18,870 0.5%
8207 Light Horse Ct., Annandale, VA 22003
Daniel R. Bannister/7/ 9,000 0.2%
8514 Harvest Oak, Vienna, VA 22183
Elaine H. Babcock/8/ 29,046 0.7%
16 Bogastow Circle, Millis, MA 02054
Robert F. Van Stry/9/ 9,578 0.2%
3157 Kirkwell Place, Herndon, VA 22071
Directors and Executive Officers
as a group (12 persons) 650,327 16.0%
</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 solely 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 Ms. Babcock inadvertently failed
to timely file a Form 4 reporting the exercise of options for 6,000 shares and
the sale of 4,600 shares in the public market in May 1996. A Form 4 was
subsequently filed, reporting such transactions.
- -----------------------
/3/ Includes 5,301 shares held by Employee Stock Ownership Plan. Includes
35,000 shares which Mr. Roden is entitled to acquire pursuant to stock
options.
/4/ Includes 3,322 shares held by Employee Stock Ownership Plan. Includes
47,000 shares which Mr. Facchina is entitled to acquire pursuant to stock
options.
/5/ Includes 1,800 shares owned by spouse.
/6/ Includes 11,000 shares owned by Mr. Thomas and his spouse as tenants by the
entirety. Includes 2,000 shares which Mr. Thomas is entitled to acquire
pursuant to stock options.
/7/ Includes 2,000 shares owned by Mr. Bannister and his spouse as tenants by
the entirety. Includes 2,000 shares which Mr. Bannister is entitled to
acquire pursuant to stock options.
/8/ Includes 6,458 shares held by Employee Stock Ownership Plan. Includes
20,000 shares which Ms. Babcock is entitled to acquire pursuant to stock
options.
/9/ Includes 6,458 shares held by Employee Stock Ownership Plan.
3
<PAGE>
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 ten (10) meetings during 1996, and acted three (3)
times through unanimous written consent. The Board of Directors has a three-
member Compensation Committee, the 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 1996.
The Board of Directors has also established a four member Audit Committee which
is comprised of the same outside directors as the Compensation Committee, with
one vacancy caused by the resignation of Mr. Balderston in January 1997. 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 1996.
Each director attended 75 percent or more of the aggregate number of Board and
Committee meetings on which he served during 1996.
Directors who are also employees of the Company received no extra compensation
for serving as Directors for the year ended December 31, 1996. For the year
ended December 31, 1996, Directors who were not also employees were paid $2,500
per calendar quarter and $500 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 1997 Annual Meeting. A vacancy
was created for a director serving in Class III by the resignation of Mr.
Balderston. The Board of Directors has determined not to nominate a candidate
for the vacant directorship at this time. 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 2000 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.
4
<PAGE>
Directors Standing for Election - Class III
<TABLE>
<CAPTION>
Year First
Name (Age) Elected Director
Position with Company Business Experience (Re-election Term Expires)
- --------------------- ------------------- ------------
<S> <C> <C>
James H. Walton (63) Chairman of the Board and Chief Executive Officer of ITC. Mr. Walton has 1977
Chairman of the Board of been a director and officer of ITC since 1977. Prior to the founding of ITC (2000)
Directors and Chief in 1977, he was responsible for audiovisual production at NUS Corporation,
Executive Officer an engineering and consulting firm (1973-1977). Mr. Walton holds a B.S. and
M.A. from the University of Nebraska.
Steven L. Roden (46) President of ITC and Chief Executive Officer of ComSkill. Mr. Roden served 1993
Director and as President and Chief Executive Officer of Comsell from 1987 until its (2000)
President of ITC 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.
</TABLE>
<TABLE>
<CAPTION>
Directors Continuing in Office - Class I and II
Year First
Name (Age) Elected Director
Position with Company Business Experience (Term Expires)
- --------------------- ------------------- ------------
<S> <C> <C>
John D. Sanders (58) Dr. Sanders served as Chairman of Tech News Inc., publishers of Washington 1977
Director Technology newspaper, from 1987 to 1996 and currently serves as a consultant (1998)
to Tech News. He is also a registered representative (inactive) 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 (70) Now semi-retired and serving as a member of the Executive team of COMSAT 1982
Director RSI, Mr. Thomas served as President of COMSAT RSI from 1994-1996. Prior to (1998)
that, he was Chairman of the Board, President and Chief 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.
Daniel R. Bannister (66) Chairman of the Board of DynCorp, a leading professional and technical 1988
Director services firm. President and Chief Executive Officer, DynCorp, 1985-1997. (1999)
</TABLE>
5
<PAGE>
<TABLE>
Year First
Elected
Name (Age) Director
Position with Company Business Experience (Term Expires)
- --------------------- ------------------- --------------
<S> <C> <C>
Philip J. Facchina (35) Executive Vice President and Chief Operating Officer, View Call America, 1995
Director Inc., December 1, 1996 - present. Mr. Facchina served as ITC's President and (1999)
(1999) Chief Operating Officer from October 1995 - November 1996. Prior to being
named President and COO in October 1995, Mr. Facchina served as Vice President,
Treasurer and Chief Financial Officer of ITC from October 1992 to October 1995.
Before joining ITC in October 1992, Mr. Facchina served as Treasurer and Chief
Financial Officer of Facchina Construction Company, Inc. and its affiliates. 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.
</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 Mr.
Walton, and ten months of severance pay to Ms. Babcock and Messrs. Roden,
VanStry, Anderson and Stevens, and four months of severance pay to Messrs.
Carchedi and Mack. The foregoing severance pay is payable to the Executives only
upon termination by the Company. The agreements with Ms. Babcock and Mr. Roden
specify that, upon certain changes of control, Ms. Babcock and Mr. Roden would
receive twelve months salary as severance pay if he or she is terminated or
voluntarily leaves within one year of the effective date of such an occurrence.
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. Mr. Walton is required to give the Company twelve months notice of
resignation, while the other executive officers must provide 120 days notice.
During the notice period, all officers receive salary. On February 10, 1997, Ms.
Babcock gave notice of her resignation from the Company, in accordance with the
terms of her agreement. 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.
6
<PAGE>
Executive Compensation Summary Table
The following table sets forth the aggregate compensation paid for services
rendered to the Company during the last three fiscal years by the Company's
Chief Executive Officer ("CEO") and its four most highly compensated executive
officers other than the CEO who served as such at the end of the last fiscal
year and whose total compensation exceeds $100,000, plus one additional former
officer whose compensation exceeded $100,000, but who was not serving as an
executive officer of the registrant at the end of the last fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
---------------------------------------------------------
Annual Compensation
- -------------------------------------------------------------------------------------------------------------------------
Other Annual
Name and Principal Compensation ($) Securities Underlying
Position Year Salary ($) Bonus ($) (a) (c) Options Granted (#)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James H. Walton 1996 181,767 0 15,266 0
Chairman and CEO 1995 162,914 20,000 27,669 50,000
1994 133,183 80,000 18,845 0
- -------------------------------------------------------------------------------------------------------------------------
Steven L. Roden 1996 120,000 0 6,913 20,000
President - ITC 1995 122,149 0 18,842 0
CEO and President - 1994 120,609 45,000 14,602 0
ComSkill Learning
Centers Inc.
- -------------------------------------------------------------------------------------------------------------------------
Philip J. Facchina(b) 1996 134,992 0 8,358 0
1995 123,276 15,000 18,275 25,000
1994 87,366 60,000 25,696(d) 0
- -------------------------------------------------------------------------------------------------------------------------
Elaine H. Babcock 1996 111,778 0 8,618 0
Senior Vice President 1995 111,763 0 17,968 0
1994 86,770 37,500 10,858 30,000
- -------------------------------------------------------------------------------------------------------------------------
Robert F. VanStry 1996 110,276 0 8,293 0
Vice President 1995 90,591 0 13,733 0
1994 89,312 30,000 11,613 0
- -------------------------------------------------------------------------------------------------------------------------
Frank A. Carchedi 1996 110,004 0 11,901 15,000
Vice President, Treasurer 1995 13,750 0 726 0
and CFO 1994 0 0 0 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. Facchina resigned from the Company, effective November 30, 1996 but
continues to serve as a director of the Company.
c) Represents the fair market value of shares allocated pursuant to the
Company's Employee Stock Ownership Plan, medical expense reimbursement,
automobile allowances, and company match of 401K plan contributions.
d) Includes amounts paid by the Company for certain educational-related
expenses.
7
<PAGE>
Option Grants for Fiscal 1996 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 Securities SARs Granted to
Underlying Options/ Employees in Fiscal Exercise or Base Price
Name SARs Granted (#) Year ($/Sh) Expiration Date
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James H. Walton -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Steven L. Roden 20,000 21% $4.75/Sh 12/12/2001
- ----------------------------------------------------------------------------------------------------------------------------
Philip J. Facchina -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Elaine H. Babcock -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Robert F. VanStry -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Frank A. Carchedi 15,000 16% $4.75/sh 12/12/2001
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Option Exercises and Values for Fiscal 1996
The following table sets forth as to each of the named executive officers
information with respect to option exercises during Fiscal 1996 and the status
of their options on December 31, 1996.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Value of
Unexercised
Number of In-the-Money
Unexercised Options Options at Fiscal
at Fiscal Year End Year End ($)
Shares Acquired on (#) Exercisable (E)/ Exercisable (E)/
Name Exercise (#) Value Realized ($) Unexercisable (U) Unexercisable (U)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James H. Walton 6,000 30,522 52,000 (E) 0 (E)
- ----------------------------------------------------------------------------------------------------------------------------
Steven L. Roden -- -- 30,000 (E) 3,750 (E)
20,000 (U) 17,500 (U)
- ----------------------------------------------------------------------------------------------------------------------------
Philip J. Facchina -- -- 47,000 (E) 4,375 (E)
- ----------------------------------------------------------------------------------------------------------------------------
Elaine H. Babcock 6,000 21,750 10,000 (E) 0 (E)
20,000 (U) 0 (U)
- ----------------------------------------------------------------------------------------------------------------------------
Robert F. VanStry 6,000 20,250 -- --
- ----------------------------------------------------------------------------------------------------------------------------
Frank A. Carchedi -- -- 15,000(U) 13,125 (U)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
The following sets forth the business experience of executive officers who are
not also directors of the Company.
Warren E. Anderson, age 45, is Executive Vice President of ITC and President of
Anderson Soft-Teach, a wholly-owned subsidiary of ITC. He also serves as the
Company's Chief Technology Officer. Mr. Anderson is a founder of Anderson Soft-
Teach, established in 1983, and has served as its President since that time. Mr.
Anderson is a charter member of the CEO Forum and serves on the Advisory Board
for the Santa Clara University Leavey School of Business and Administration. He
received an MBA from Santa Clara University and holds a B.S. in Mechanical
Engineering from the University of Cincinnati.
Elaine H. Babcock, age 40, is Senior Vice President of ITC. Ms. Babcock is
currently responsible for managing the Domestic Sales Force, Information
Technology 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. She has a Communications
degree from the University of Maryland.
Frank A. Carchedi, age 39, 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 34, is Secretary of ITC. Ms. Fletcher is an attorney with
the law firm of De Martino Finkelstein Rosen & Virga. Ms. Fletcher served as in-
house general counsel to ITC from 1994-1996. 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.
Christopher E. Mack, age 31, is Vice President and Chief Operating Officer of
ITC. Prior to being named COO in November 1996, Mr. Mack served as the Company's
Controller from December 1993 to November 1996. Prior to joining ITC in December
1993, Mr. Mack served as Assistant Controller of Bardon, Inc., an international
construction materials firm. Mr. Mack holds a B.S. in Accounting from Shepherd
College and is a C.P.A.
Carl D. Stevens, age 50, is Senior Vice President of Marketing and Strategic
Business Development for ITC. Mr. Stevens was Program Director for Public Sector
for the IBM Personal Computer Company. In that capacity, he was responsible for
the U.S. sales of IBM Personal Computers into higher education, K-12, federal,
state and local governments. During his 26 year career with IBM he held numerous
field and headquarters marketing and management positions. He was Branch Manager
for the Southeastern U.S., managed IBM's New Manager School for experienced
managers, held various management positions involving IBM's Personal Computer
Remarketer Channels, and was the Business Alliance Executive for IBM's Education
and Training Division. Mr. Stevens received his education from the Indiana
University, where he majored in Marketing and Business Education.
Robert F. VanStry, age 46, is a Vice President of ITC. Mr. VanStry manages the
Domestic Sales Force for the Process and Manufacturing Division. Mr. VanStry was
previously in charge 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.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 3, 1997, Industrial Training Corporation ("ITC") closed the merger
("Merger") of ITC Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("ITC AC") with and into Anderson Soft-Teach, a
California Corporation ("Company"), pursuant to an Agreement and Plan of
Reorganization dated and deemed effective as of December 31, 1996 (the
"Agreement") by and among ITC, ITC AC and the Company. The Merger consideration
consisted of cash in the amount of $4,500,000 and 300,000 shares of ITC common
stock, $0.10 par value per share, ("ITC Common Stock"), which was issued on a
pro rata basis to the former shareholders of Anderson ("Shareholders"), subject
to adjustment as described below. The cash consideration was funded primarily
through the proceeds of the public offering of 1,207,500 shares of ITC common
stock, which was completed on October 4, 1995.
Among other things, at the time of consummation of the Merger, ITC and the
Shareholders entered into a Registration Rights and Shareholders Agreement (the
"Registration Rights Agreement"). Under the Registration Rights Agreement, upon
written request from the Shareholders acting as a group by an affirmative vote
of a majority in interest, and not individually, ITC will file a registration
statement to register the Shares for resale under the Securities Act of 1933, as
amended, within 90 days of receipt of such request. ITC has agreed to keep such
registration statement continuously effective for a period of three months
following the date on which such registration statement is declared effective.
At any time after one year but before the expiration of two years after the
anniversary date of the consummation of the Merger, the Shareholders also have
the right to have the Shares included (subject to certain quantitative
limitations) in any registration of the ITC Common Stock otherwise effected by
the Company for its own account or for the account of others, other than a
demand registration by the Shareholders as described above, a registration
relating to any employee or non-employee director compensation or benefit
programs, an exchange offer or an offering of securities to existing
shareholders or employees of ITC, or an acquisition, merger or other business
combination transaction. The Company will pay all expenses of any such
registration, other than underwriting discounts, selling commissions and fees
and disbursements of counsel for the Shareholders.
Anderson Soft-Teach is headquartered in Los Gatos, California and is a leading
developer, producer and distributor of networkable multimedia training solutions
for computer skills training and on-line electronic performance support systems.
The Company was founded in 1983 and currently employs approximately forty
people. The Company's founder and Chief Executive Officer, Warren E. Anderson,
entered into an employment agreement to serve as Executive Vice President of ITC
for an initial term of two years. Additionally, Mr. Anderson is one of the
Shareholders that is a party to the Registration Rights Agreement.
Other than the foregoing, 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 THE ARTICLES OF INCORPORATION
CHANGING THE COMPANY'S NAME TO ITC LEARNING CORPORATION
From its formation in 1978 through the mid-1980's, the Company had been
organized and had operated as Industrial Training Corporation. In the mid-
1980's, the Company began conducting much of its business as "ITC", which use
continues through today. In the 1990's, with the acquisitions of Comsell, Inc.
and, more recently, Anderson Soft-Teach, the Company has expanded its product
line and strategic focus to address markets outside the traditional industrial
areas. The Board of Directors has determined that the name "ITC Learning
Corporation" is more appropriate than its current name, and accordingly has
approved a proposal to amend the Articles of Incorporation to change the
Company's name from Industrial Training Corporation to ITC Learning Corporation.
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.
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The Board recommends that the Company's stockholders vote "FOR" the proposed
amendment to the Articles of Incorporation.
ITEM 3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has, upon recommendation of the Audit Committee, selected
Ernst & Young LLP as independent auditors of the Company for the fiscal year
ending December 31, 1997, and has further directed that the selection of such
auditors be submitted for ratification by the stockholders at the Annual
Meeting. The Company has been advised by Ernst & Young LLP that neither the firm
nor any of its associates has any relationship with the Company other than the
usual relationship that exists between independent certified public accountants
and their clients. 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 Board recommends that the Company's stockholders vote "FOR" approval of the
proposal to ratify the Appointment of Independent Auditors.
OTHER MATTERS
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 1997 ANNUAL MEETING
Proposals by stockholders which are intended to be presented at the Company's
1997 Annual Meeting of Stockholders must be received by the Company no later
than November 2, 1997.
Dated: March 13, 1997
By Order of the Board of Directors
Industrial Training Corporation
/s/ Anne J. Fletcher
----------------------------------
Anne J. Fletcher
Secretary
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[LOGO OF ITC INDUSTRIAL TRAINING CORPORATION
APPEARS HERE]
Proxy for Annual Meeting of Stockholders, May 6, 1997
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 Robert F. VanStry, and each and any one of them, with the
power to appoint his 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 6, 1997 at 4:00 pm Eastern Daylight Time, 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 ABSTAIN
------- --- ------------------ -------
Steven L. Roden ( ) ( ) ( )
James H. Walton ( ) ( ) ( )
(For each nominee, check either FOR, WITHHOLD AUTHORITY or ABSTAIN.)
2. For Approval of Amendment to Articles of Incorporation changing the
name of the Company to ITC Learning Corporation.
FOR WITHHOLD AUTHORITY ABSTAIN
--- ------------------- -------
( ) ( ) ( )
( ) ( ) ( )
3. Ratification of Appointment of Ernst & Young LLP as independent
auditors.
FOR WITHHOLD AUTHORITY ABSTAIN
--- ------------------ -------
( ) ( ) ( )
4. 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 ____________________, 1997
_________________________________ _________________________________
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.
