INSTRUCTIVISION, INC.
3 Regent Street
Livingston, NJ 07039
March 20, 1996
Livingston, NJ
To the Shareholders of Instructivision, Inc.:
The Annual Meeting of the Shareholders of Instructivision, Inc. (herein-
after called the "Company") will be held at Instructivision, Inc., 3 Regent
Street, Suite 306, Livingston, New Jersey 07039 on Tuesday, April 23, 1996
at 2:30 PM for the purposes described below.
The following items will be considered at the Annual Meeting:
1. To elect five (5) persons to serve on the Company's Board of Directors,
who shall hold office until the next Annual Meeting of Shareholders or until
their successors are duly elected and shall have qualified. Management proposes
to nominate to the Board of Directors the following individuals:
Jay Comras Marcus C. Ruger
Rosemary Comras David A. Sousa
Thomas F. Koerner
2. To confirm the appointment of Martin & Martin, C.P.A., as auditors of
the Company for fiscal 1996.
3. To transact such other business as may properly come before the Meeting
or any adjournment or adjournments thereof.
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 13, 1996 ARE ENTITLED
TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS.
By order of the Board of Directors
Rosemary Comras
Vice President,
Secretary/Treasurer
<PAGE>
INFORMATION STATEMENT
INSTRUCTIVISION, INC.
3 Regent Street
Livingston NJ 07039
This Statement is furnished to Shareholders by Instructivision, Inc.
(hereinafter called the "Company") in accordance with the requirements of
Section 14 under the Securities Exchange Act of 1934, as amended, and
Regulation 14C promulgated thereunder.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF:
On March 13, 1996, the record date for Shareholders entitled to vote
at the Annual Meeting of the Shareholders of the Company to be held on
April 23, 1996, the Company's outstanding voting securities consisted of
3,350,000 shares of Common Stock, par value $.001, each share of which is
entitled to one vote. Cumulative voting is not permitted in the election
of directors.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 13, 1996, by
(i) each person who is known by the Company to own beneficially more than 5%
of the Company's outstanding Common Stock; (ii) each of the Company's officers
and present directors; and (iii) directors and officers of the Company as a
group. Except as otherwise specified, the named beneficial owner has sole
voting and investment power.
<TABLE>
<CAPTION>
Title of Class Name and Address Amount and Nature of Percentage of
Beneficial Ownership Ownership
- -------------- ----------------- -------------------- -------------
<S> <C> <C> <C>
Common Stock Jay Comras (1) 1,075,000 32%
14 Tilden Drive
East Hanover, NJ
Common Stock Rosemary Comras (1) 1,000,000 30%
14 Tilden Drive
East Hanover, NJ
Common Stock Thomas F. Koerner -- --
Common Stock Marcus C. Ruger -- --
Common Stock David A. Sousa 6,000 less than 1%
All Officers and Directors as
a Group (5) 2,081,000 63%
</TABLE>
(1) Mr. Jay Comras, President, Chief Executive Officer and Chairman of the
Board of Directors, and Ms. Rosemary Comras, Vice President, Secretary/
Treasurer and a Director of the Company, are husband and wife, and may act
in concert with respect to the voting of their shares.
There are no arrangements known to the Company, the operations of which
may at a subsequent date result in a change in control of the Company.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
At the Annual Meeting of the Shareholders to be held on the 23rd of
April, 1996, at 2:30 PM, at 3 Regent Street, Livingston, New Jersey, five
persons shall be elected to serve on the Company's Board of Directors.
Management proposes to nominate Jay Comras, Rosemary Comras, Thomas F.
Koerner, Marcus C. Ruger, and David A. Sousa for election as Directors, each
to hold office until the next Annual Meeting of the Shareholders or until
their successors have been duly elected and qualified. Information concerning
the five persons proposed to serve as directors is set forth below:
[CAPTION]
NAME AGE POSITION
- ------------ --- -------------------------------
[S] [C] [C]
Jay Comras 61 President, Chief Executive Officer
and Chairman of the Board of Directors
Rosemary Comras 55 Vice President, Secretary/Treasurer
and Director
Thomas F. Koerner 63 Director
Marcus C. Ruger 64 Director
David A. Sousa 56 Director
All of the Directors of the Company are elected to serve until the
next Annual Meeting of the Shareholders or until their successors have been
duly elected and qualified. Officers are appointed to serve until the
meeting of the Board of Directors preceding the next Annual Meeting of the
Shareholders or until their successors have been duly elected and qualified.
Jay Comras, the founder of Instructivision, Inc. has been President and
Chairman of the Board of the Company since its inception in 1981. Mr. Comras
holds a Masters of Arts degree in Education Administration and Supervison
from Seton Hall University, and a Masters of Arts degree in English and
Curriculum Development from Teachers College, Columbia University. He has
authored serveral books, publications and articles relating to teacher
training and test preparation skills, and is a consultant to the National
Association of Secondary School Principals (NASSP). Mr. Jay Comras devotes
his full-time to the affairs of the Company, with the exception of time
devoted to the NASSP.
Rosemary Comras has been Vice President, Secretary/Treasurer and a
Director of the Company since its inception in 1981. Ms. Comras is the
wife of Jay Comras, President and Chief Executive Officer of the Company.
Ms. Comras devotes her full-time to the affairs of the Company.
Dr. Thomas F. Koerner has been a Director of the Company since March
1985. Dr. Koerner has been deputy Executive Director for the NASSP since
1993, having previously served as Director and Associate Executive
Director since 1971. Dr. Koerner holds a Ph.D. in Journalism Management
from Northwestern University and a Masters of Arts degree from St.John's
University. Dr.Koerner will continue to devote only as much time to the
affairs of the Company as is necessary to carry out his duties as a
Director, which is estimated to be a minimal amount of time.
<PAGE>
Dr. Marcus C. Ruger has been a Director of the Company since March
1986. Dr. Ruger was employed as Director of Assessment Services for the
Mountain Plains Regional Office of American College Testing (ACT) from
1986 to March 1995. He holds Masters of Education degrees from Ithaca
College and the University of Rochester, and a Ph.D. from the University
of Northern Colorado. Dr. Ruger will continue to devote only as much time
to the affairs of the Company as is necessary to carry out his duties as
Director, which is estimated to be a minimal amount of his time.
Dr. David A. Sousa has been a Director of the Company since April
1994. Dr. Sousa holds a Masters of Arts degree from Harvard University
and a Ph.D. of Education degree from Rutgers University. He has authored
several publications and articles relating to teacher training. He was
employed as Superintendent of Schools for the New Providence, New Jersey,
school district from September 1991 to July 1994, when he retired from the
position. Prior thereto, he was Supervisor of Instruction and Assistant
to the Superintendent at West Orange Public School from 1972 to June 1991.
Dr. Sousa will continue to devote only as much time to the affairs of the
Company as is necessary to carry out his duties as a Director, which is
estimated to be a minimal amount of his time.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors held two meetings during the fiscal year
ended September 30, 1995. Each Director attended, either in person or
by conference telephone access, all of the meetings of the Board. The
Board does not have audit, compensation or nominating committees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information relating to cash com-
pensation paid by the Company during the fiscal year ended September 30,
1995 to the Company's Chief Executive Officer (no executive officer having
received compensation in excess of $100,000 during the fiscal year).
<TABLE>
<CAPTION>
NAME FISCAL SALARY BONUS OTHER ALL OTHER
YEAR COMPENSATION(1) COMPENSATION(2)
- --------------- ------ ------- ----- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Jay Comras, 1993 $73,621 -- $ 900 $ 10,140
Chairman of the 1994 73,533 -- 500 10,880
Board, President 1995 77,825 -- 500 11,700
and CEO
(1) Compensation consists of personal us of a Company-owned automobile.
(2) Compensation consists of premiums paid on a life insurance policy
covering Mr. Comras, the proceeds of which are payable to beneficiaries
designated by him.
</TABLE>
The Company has a three year employment agreement with Jay Comras, its
Chairman of the Board, President and Chief Executive Officer, commencing
March 1, 1994, providing for a salary of $80,000, with annual increases of
$2,500, and a cash bonus of 3% of the Company's net profit before taxes.
<PAGE>
The agreement also provides for the payment of the premium on a life insurance
policy covering Mr. Comras, the proceeds of which are payable to beneficiaries
designated by him. Mr. Comras has exclusive use of a Company-owned automobile.
After reasonable inquiry the Company has concluded that the aggregate amount
of personal benefits provided to Mr. Comras, including personal use of the
automobile, cannot be precisely or specifically ascertained and do not, in
any event, exceed ten percent of Mr. Comras' above cash compensation.
The Company entered into a three year employment contract with Rosemary
Comras, Vice President and Secretary/Treasurer of the Company, for an annual
salary of $60,000 and a cash bonus of 3% of the Company's net profit before
taxes, which commenced September 1993. After reasonable inquiry, the
Company has concluded that the aggregate amount of personal benefits provided
to Ms. Comras cannot be precisely or specifically ascertained and do not, in
any event, exceed ten percent of Ms. Comras' cash compensation.
The Company may, in the future, offer disability insurance, reimbursement
of medical expenses and such other benefits as may be authorized by the Board
of Directors. Presently, all employees are eligible to receive health
insurance benefits. No retirement, pension, profit sharing, or other similar
program has been adopted by the Company. No surviving warrants, or stock
options have been granted to any officer, director or other employee of the
Company. However, such benefits may be adopted or options granted in the
future, if they are authorized by the Board of Directors.
Key Man Insurance:
The Company obtained a "key man" term life insurance policy on the life
of Jay Comras, Chairman of the Board, President and Chief Executive Officer
of the Company, in the amount of $1,000,000, the proceeds of which are
payable to the Company. The current annual premium to maintain such "key man"
term life insurance is approximately $21,000.
Compensation Committee Interlocks and Insider Participation:
As directors of the Company, Jay Comras and Rosemary Comras participate
in deliberations of the Board of Directors concerning executive officer
compensation. The Board of Directors has no compensation committee or other
committee performing equivalent functions.
Compensation of Directors:
Outside Directors receive $250 for each Board meeting attended and are
reimbursed for the reasonable out-of-pocket expenses incurred by them in
connection with the performance of their services as directors.
1995 ANNUAL MEETING
At the Company's Annual Meeting held on April 27, 1995 the percentage of
shares present at the meeting and voting or withholding authority to vote in
the election of Directors was approximately 66% of the issued and outstanding
shares of Common Stock of the Company (as of March 21, 1995, the record date
of such Annual Meeting), which shares were voted as follows:
<PAGE>
<TABLE>
<CAPTION>
Percentages of Shares Percentages of shares
with authorization without authorization
Director to vote for Nominees to vote for Nominees Abstain
- --------------- --------------------- --------------------- -------
<S> <C> <C> <C>
Jay Comras 100% --- ---
Rosemary Comras 100% --- ---
Thomas F. Koerner 100% --- ---
Marcus C. Ruger 100% --- ---
David A. Sousa 100% --- ---
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Comras performs consulting services to the NASSP relating to programs
provided to the NASSP by the Company and others. Mr. Comras has assigned all
of his income from his services to the NASSP to the Company. For each of the
fiscal years ended September 30, 1995 and 1994, said sum amounted to $20,000.
From time to time, Mr. Comras has made cash advances to the Company. The
largest amount outstanding during fiscal year 1995 was $54,000. The balance
owed Mr. Comras on September 30, 1995 was $50,550.
Dr. Thomas F. Koerner is a director of the Company. Dr. Koerner is also
Deputy Executive Director of the NASSP, a customer of the Company. During the
fiscal year ended September 30, 1995 and 1994, the Company derived revenues of
approximately $120,000 and $169,000, respectively, from sales and consulting
services to the NASSP.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT.
Action is expected to be taken at the Annual Meeting of the Shareholders
to confirm the appointment of Martin & Martin, C.P.A. as independent auditors
of the Company for fiscal 1996. A representative of Martin & Martin, C.P.A.,
is expected to be present at the Annual Meeting of the Shareholders and will
be provided with an opportunity to make a statement if he desires to do so and
is expected to be available to respond to appropriate questions.
RIGHTS OF SHAREHOLDERS
There are no rights of appraisal or similar rights of dissenters with
respect to any matter proposed to be acted upon at the Annual Meeting of the
Shareholders.
OTHER BUSINESS
The Company knows of no matters other than those described herein which
are to be brought before the Annual Meeting of the Shareholders.
FINANCIAL STATEMENTS
Financial Statements of the Company are contained in the Company's Annual
Report for the fiscal year ended September 30, 1995, which is delivered to
you herewith.
Livingston, New Jersey
March 20, 1996
