[CAPTION]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal Year Ended September 30, 1996
Commission file Number 0-14411
Instructivision, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2386359
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Regent Street, Livingston, NJ 07039
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(201) 992 9081
Securities registered pursuant to Section 12(b) of the ACT:
Title of each Class: Name of each exchange on which registered:
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Common Stock none
Securities registered pursuant to Section 12(b) of the ACT:
Common Stock $0.001 par value
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(Title of Class)
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This document contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Statements made that are not historical facts are foreward-looking and,
accordingly, involve risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in the
forward-looking statements. Although such forward-looking statements
have been based on reasonable assumptions, there is no assurance that
the expected results will be achieved. Some of the factors that could
cause actual results to differ materially include, but are not limited
to the development of competing products by other publishers, the degree
of acceptance by the educational market, and obsolescence due to changes
in high school and college testing requirements and formats.
PART I
ITEM 1. BUSINESS
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The Company
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Instructivision, Inc. (the "Company") develops and publishes a
broad line of educational software and related workbooks, and
instructional video tapes. Educational products, which accounted for
41% of the Company's revenues, are principally sold to high schools
in the United States. Education market products include test preparation
material for college entrance and minimum basic skills for high school
graduation.
The Company currently published over 80 video titles on diverse
topics such as discipline, cultural diversity, critical thinking
skills, and learning styles.
The Company produces software and textbooks for other publishers
under royalty agreements and/or fixed fee contracts. Royalties accounted for
12% of revenues in 1996. Customers of the Company's educational programs
include the National Association of Secondary School Principals (NASSP),
the National Association of Elementary School Principals (NAESP),
Educational Testing Service, and Steck-Vaughn Company.
The Company owns a video production studio and two post-production
digital editing suites in which it creates video programs for schools and
industry. Corporate customers utilize the Company's video services to
create employee training videos, medical information, product introductions
and infomercials. The Company specializes in creative services, script
writing, on-location and in-studio taping, teleconferencing, audio
recording, digital and analog editing, graphics, animation and duplication
services. Clients during the past fiscal year have included First Union
Bank, Prime Hospitality, Chanel, Exxon, US Postal Service, Resorts USA,
Merck, and others.
Background
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The Company, a New Jersey corporation, was established in
November 1981 to develop and market multi-media educational products.
The Company's catalog of school products include workbooks, computer
software, and video programs principally for the high school market.
These programs include SAT, ACT, and GED test preparation material, and
programs for New Jersey, Florida and Louisiana State high school
competency tests. The Company also provides seminars and video tapes for
teachers on topics such as school violence, truancy, cultural diversity,
and computer technology.
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The Company's video production was started in 1986 to produce
instructional video tapes for its own distribution and to serve the
corporate and advertising community in central New Jersey. Corporate
video production sales now account for approximately 40% of the Company's
revenues.
Current Activities
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1. Commercial video production
The Company's video production facility is being marketed to
the business community in the central New Jersey area which includes
Essex, Morris, Middlesex and Union Counties. Typical customers are
local merchants, advertising agencies, independent producers, human
resource organizations and health care providers. The Company uses
telephone directory advertising and telemarketing, and has recently
hired a full-time sales manager to market its video production
services.
The Company's full service video production facility consists of a
studio, two broadcast quality editing suites, two VHS editing suites,
computerized 3-D animation stand, remote location camera package and
duplicating equipment. Revenues attributable to the Company's video
production activities for the fiscal year ended September 30, 1996,
were approximately $451,000.
Video production revenues for the fiscal year ended September 30, 1995
were approximately $577,000.
2. Educational video tapes, software and workbooks:
The principal source of revenues from educational products during
the fiscal year ended September 30, 1996 were as follows:
MASTERING THE GED, a new software package, was completed in April
1996. Priced at less than $1,000, the product is being marketed to adult
education facilities and libraries.
The Company sells this product through its network of sales representatives
and distributors. The Company has not entered into any material contracts
for the marketing of 'Mastering the GED.' Sales for the five months ended
September 30, 1996 were approximately $33,600 and are expected to increase
in 1997 as a result of the advertising campaign which commenced at the end
of fiscal 1996.
HSPT and EWT SUCCESS consists of a series of software, textbooks and
video tapes exclusively marketed to the New Jersey middle and high
school market.
When the State of New Jersey created a mandatory high school proficiency
test (HSPT) as a high school graduation requirement in the mid-eighties,
the Company was first in marketing test preparation software for Apple
computers and workbooks. Over the past 10 years the company has added to
the original 6 items additional 10 products specifically for the HSPT and
EWT (Early Warning Test administered to all New Jersey 8th grade students).
These products account for approximately 15% of revenues. These sales
are made to a large number of separate customers and, therefore, no single
purchaser of these products constitutes a significant customer of the
Company. These products do not have any application outside the State of
New Jersey.
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SAT and ACT software and video products are sold nationally by the
Company through local sales representatives, direct mail catalog sales
and distributors.
Revenues from the sale of SAT and ACT software, books and video tapes
during the fiscal year ended September 30, 1996, were approximately
$97,000. In addition, the Company receives royalties from the NASSP on
their net receipts from sale of these products. (See "Other revenues"
on page 6).
HSCT SUCCESS, software and textbooks, completed in October 1995, was
designed to prepare students for the Florida minimum basic skills tests.
These products are being distributed through Southern Media Systems, a
marketing group based in Florida. Revenues from the sale of this product
were approximately 7% of the Company's gross sales for the fiscal year
ended September 30, 1996.
The High School Competency Test (HSCT) in Mathematics and Communication
is a high school graduation requirement in the State of Florida. Although
similar to the New Jersey proficiency tests, this program has no market
outside the State of Florida. Southern Media Systems, an independent
marketing company with offices in Florida, signed an exclusive sales
agreement with the Company in March 1995. Southern Media Systems receives
a commission of 15% to 40% from sales of the Company's products in Florida.
The INSERVICE VIDEO NETWORK, a collection of instructional tapes
for middle and high school educators, is produced under a collaborative
agreement with the NASSP. The Company's agreement with the NASSP
requires it to pay royalties of 15% on annual net sales of the
product (gross sales less returns and royalties paid to the authors).
The Company has published over 80 video tapes since 1986. The authors
of the individual tapes receive a 5% to 12% royalties from the
sales of their respective tapes.
Under the agreement entered into in 1987, and cancellable at any time
by either party, the Company and the NASSP have the right to secure joint
copyright protection for these products, which copyright will revert to
the Company upon termination of the agreement. Royalties paid to NASSP
and the individual authors in fiscal year 1996 were approximately $10,000.
The VIDEO WORKSHOP is the trade name under which the Company
produces and markets teacher training tapes for elementary school
educators under an agreement with NAESP. The Company has produced
18 tapes in the series since 1992. The NAESP receives a 15% to 20%
royalty from the net sales of such tapes. The authors of the
individual tapes receive a 6% to 12% royalty from the net sale of
their respective tapes.
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The Company has produced a video tape program entitled THE
FROG: INSIDE-OUT, a two part 90 minute program which is being
marketed by the Company. The Company has a non-exclusive
distributor agreement with United Learning Company to sell the
video tapes. The Company has an exclusive distributor agreement
with Optical Data Corp. to publish the product on video disk.
The Company receives a royalty of 10% from the sale of the
program on video disk.
This product was completed in 1988. United Learning Co. purchases
the tapes from the Company at a 50% discount off the retail price.
Optical Data paid $3770 royalties in 1996 to the Company for use
of the program in its Video Disk version.
In 1993 the Company produced an eighteen lesson video course for
students entitled SAT EDGE. The program is jointly owned by NASSP
and the Company who share equally in the revenues from the program.
The agreement entered into in 1995 stipulates that the Company purchases
the units from NASSP's inventory at 50% of retail price. NASSP pays
the Company a 50% royalty on its sales on an annual basis. The Company
updates the video component as necessary at its own expense. The NASSP
is reponsible for the cost of printing the textbook component of the
units. Revenues earned for fiscal year 1996 by the Company were
approximately $34,000 from the sale of this product.
STUDY SKILLS FOR SUCCESS: A software program available for Apple,
MS-DOS, and Macintosh computers, for students grades 8 through 12.
The Company pays NASSP a royalty of 15% for marketing and use of its
name on the product. Royalties paid were less than $1,000 in fiscal
year ended September 1996.
The Company's other workbooks for improving basic math skills
are: SRA IMPLEMENTATION KIT IN MATHEMATICS, KEY IT IN I and KEY
IT IN II.
The Company is obligated to pay royalties to authors of some of
the Company's products. Such royalties payable range from 5% to 10%.
The Company's software is available for Apple, Macintosh,
MS-DOS and Windows formats. Site licenses and networking rights give
a school license to duplicate and network the program. The Company
updates its various software products from time to time to be
compatible with software currently available in the marketplace.
c) Other Revenues
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The Company receives a royalty of 1.5 to 3% from Steck-Vaughn
Company as author of components of TEST BEST, a workbook series
published since 1991. Revenues from the product during the fiscal
year ended September 30 1996 were approximately $86,000.
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SAT-1 EXCELLERATOR, ACT TEST EXCELLERATOR, and IMPROVING COLLEGE
ADMISSION SCORES ON THE ACT: The Company receives a royalty of 15%
on workbooks and 20% to 33% on software sold by the NASSP. The Company
also has a license to sell the programs. The NASSP receives a royalty
of 15% to 20% from the sale of the programs by the Company.
During fiscal year ended September 30, 1996 the Company earned
approximately $42,000 royalties from these programs.
WORKLINK: The Company developed a software program for Educational
Testing Service which provides a database of students' records to link
schools with prospective employers. The Company receives a 5% royalty
from the sale of the program and related material.
KNOWLEDGE NAVIGATORS. The Company offers consulting services on a
variety of topics to schools for seminars and in-house training of
teachers and administrators.
The Knowledge Navigator division was created in 1995 to supplement the
video tapes sold under the Inservice Video Network label with live
seminars and workshops for teachers. Knowledge Navigators contracts with
educators on a per diem fee basis to provide in-school seminars on
such topics as discipline, motivation, test preparation, computer
literacy, cultural diversity, etc. Through Knowledge Navigators, the
Company offers school districts the ability to meet specific educational
challenges by using the corporate models and strategies of outsourcing
on an "as needed" basis.
New Product Development
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The Company does not separately account for research and development
costs but estimates that on average such costs are not a material
portion of cost of sales.
The Company does not spend a material amount on customer-sponsored
research activities relating to the development of new products, services
or techniques or the improvement of existing products, services or
techniques. The costs for such research and product enhancements are
expensed in the current fiscal year's cost of goods sold.
The Company's new projects under development are:
LEAP Success, a test preparation software package for students taking
the Louisiana basic skills test.
The mathematics portion of the program is expected to be completed in
Spring 1997 and will be field tested by the Company's education con-
sultant and in a school in Louisiana. The field testing is expected to
take 6 - 8 weeks. The cost connected with the field testing is expected
to be minimal. The Company may in the future add a Reading/Writing
component and workbooks to the LEAP Mathematics software.
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In 1997 the Company intends to add a new program to its successful
HSPT series. A PRE-HSPT in Math, Reading and Writing is scheduled to be
produced to service 9th and 10th grade high school students prepare
for the HSPT.
The Company is developing a CD ROM version of the SAT EDGE program
for students preparing for the SAT. The product is scheduled to be
completed by summer 1997.
New video titles to be produced for sale under the INSERVICE VIDEO
WORKSHOP label: The Company has plans to produce three new video tapes
to be completed in fiscal 1997.
Future Plans
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The Company intends to continue expanding its product lines, and to
update existing software in step with new technological developments.
The Company's video production facility offers competitive rates
and is easily accessible to the central New Jersey business community.
The Company has added a full-time sales manager to its staff to better
compete in the advertising market of the region.
Marketing
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The Company has collaborated with the NASSP in the development
of various programs and, as a result, has transferred several of the
programs it has created to the NASSP for direct marketing to schools
throughout the country. The NASSP, of which Dr. Thomas Koerner, a
director of the Company, is Associate Executive Director, accounted for
approximately 8% of the Company's sales during the fiscal year ended
September 30, 1996 (see Item 13 hereof).
The Company has also produced educational software under contract
to other commercial publishers for fixed fees and/or advances against
royalties, and royalties. The Company has retained the broadcast and
cable television rights to the video tapes it has produced.
The Company is marketing its educational and cultural video
programs to educational institutions and publishers. The Company has
granted Southern Media Systems exclusive marketing rights to the sale
of HSCT, SAT, and ACT programs in the State of Florida.
The Company has agreements with the NASSP to share in the
marketing of several of its educational programs. The Company receives
a royalty of 15% to 50% from the sale of the programs. The NASSP
receives a royalty of 15% to 50% from the Company's sale of those programs.
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The Company employs three full-time commission salespersons in New
Jersey. The Company has agreements with independent sales representatives
in Florida, Louisiana, Pennsylvania, Delaware, Maryland and the District
of Columbia to sell its education products in those territories. The
Company also markets its products through mail-order distributors
throughout the United States. The Company pays commissions of 5% to
50% to sales representatives and distributors on the sale of the Company's
products.
While a significant portion of the Company's sales is made to
schools, the Company does not generally enter into long-term
contracts with such customers, but instead sells pursuant to specific
orders with a short delivery schedule, or under a price quotation
valid for no more than one year. Therefore, a material portion of the
Company's business is not subject to renegotiation of profits or
termination of contracts at the election of the government.
Seasonality of the Business
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Approximately 50% of the Company's educational product sales are
realized during the fourth quarter of its fiscal year, when school
districts make their purchasing decision for the following academic year.
Approximately 40% of the Company's sales are made to schools. However,
revenues from video production services have in the past not been
significantly affected by season, thereby providing year-round cash flow
for the Company.
Employees
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The Company had 8 full-time employees at September 30, 1996.
The Company employs writers, freelance production crews and other
support personnel as needed to assist in development of educational
programs and its video production services. Contracts for services
of outside contractors are normally on a fee basis; however, some
may receive a percentage of revenues as a royalty from the Company for
their program participation. This practice has allowed the Company
to draw on part-time technical personnel and writers, while main-
taining low overhead and employment costs. The Company anticipates
maintaining this employment approach in the next fiscal year.
The Company has no formal written employment contracts with its
employees, with the exception of the contract with its president,
Rosemary Comras. The Company considers its relationship with its
employees as good and does not believe that the departure of any
employee would have a material negative effect on the business.
Copyrights and Trademarks
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The Company has applied for copyrights for certain of its programs
and software documentation related to these programs. However the
granting of copyright protection cannot prevent the unauthorized copying
of the Company's products. Where applicable, the Company utilizes non-
disclosure and confidentiality agreements and other contractual
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arrangements with customers, consultants, employees and others. While
the enforceability of such agreements cannot be assured, the Company
believes that they provide a deterrent to the use of information which
may be proprietary to the Company, and in the event of any breach of
such agreements, the Company intends to take appropriate legal action.
There can be no assurance that competitors with substantially greater
financial resources will not develop similar products outside the
protection of any copyright that may be granted to the Company.
Management believes that the competitive position of the Company depends
primarily on the creative ability and technical competence of its
personnel and that its business will not be materially dependent
on copyright protection.
Copyright application dates for the major products of the Company are
SAT EDGE 1995, FROG INSIDE OUT 1988, HSPT SUCCESS 1992, SAT EXCELLERATOR
1995, ACT EXCELLERATOR 1995, and Mastering the GED 1996.
The Company markets a portion of its products under the Company's
name of Instructivision. The Company has been denied trademark
protection by the U.S. Patent and Trademark Office for this name because,
in the view of the examiners, the Company's name is not easily
distinguishable from a registered trademark belonging to a Canadian firm.
The Company does not believe that the absence of trademark protection
for its name will cause any marketing difficulties for its products.
Nevertheless, the Company cannot rule out the possibility of having the
use of its name challenged and/or having to change its name. The Company
may not have the resources to successfully defend an infringement action.
Should the Company be required to change its name or adopt another name
for marketing purposes, the cost of such change or adoption is presently
undeterminable.
The Company markets some of its video programs under the trade
name INSERVICE VIDEO NETWORK, VIDEO WORKSHOP and KNOWLEDGE NAVIGATORS.
Backlog
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The Company's sales backlog at September 30, 1996 consisted of
contractual video production obligations to be filled over the next 90
days of approximately $80,000. Orders for existing computer software
and books are currently processed and shipped within 3 to 15 days.
Competition
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Several of the Company's competitors have greater financial
resources, more extensive business experience and greater software
and video program production development, manufacturing, marketing,
and servicing capabilities than the Company. There already is a large
number of software programs directed at preparing students for test
taking on the market.
The Company also competes with other video production companies
producing commercials and instructional video programs. The Company
plans to continue competing in the multimedia educational market on
the basis of its previous experience in developing test preparation
software and video tapes and on its management's experience as
professional educators, attuned to the needs of the education sector.
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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation.
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On August 2, 1996, the Company's founder and CEO, Jay Comras, died.
In September, the Board of Directors unanimously elected Rosemary Comras
as Company president. Ms. Comras previously served as Vice President and
Controller of the Company.
For the fiscal year ended September 30, 1996, the Company's net
sales were $1,138,171 compared to $1,224,282 for 1995 and $1,253,011
in 1994. Revenues declined 7% over the previous year. Loss of income
from consulting activities by the Company's former CEO, Jay Comras affected
sales. Mr. Comras had been active in the marketing of the Company's
products and providing consulting services for fees to educational
organizations until his illness in February. The Company has commenced
a major reorganizing effort to expand its network of sales re-
presentatives in New Jersey and other states. Advertisements in national
trade publications and direct catalog mailings to schools throughout the
country are expected to boost sales in the coming fiscal year.
Revenues from video production services have decreased from $577,451
in 1995 to $451,560 in 1996 due primarily to loss of business from one
video customer. Revenues from video production activities accounted for 44%
of the Company's revenues in 1996. In 1995 video revenues were 53% of total
sales, up from 45% in 1994.
Sales of educational products showed a slight increase over the
previous fiscal year, due to the Company's marketing activities in Florida.
In October 1995, the Company introduced new high school competency
software and workbook to prepare high school students for the State
mandated basic skills test.
The Company received a payment of $1,000,000 of life insurance proceeds
upon the death of Jay Comras. The funds were held in an interest bearing
account on September 30, 1996.
The Company plans to invest the proceeds in short term government notes
and stock and equity funds for use as future operating capital.
The Company reduced its inventory in fiscal 1996 by 30% from 1995.
Inventory consisted principally of textbooks and video tapes held for
sale. Over the same period capitalized software increased from $114,804 to
$196,528 due to completion of the Company's new products Mastering the
GED software and the HSCT Series for the Florida school market.
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The Company experienced an increase of cost of goods of 7% or $53,000
in fiscal 1996 over the prior year on lower revenues. Higher maintenance
costs and depreciation expenses in connection with the video and computer
equipment impacted on the Company's operating costs.
The Company reported a net loss of 10% from operations before extra-
ordinary items for the year ended September 30, 1996, compared to a net
gain of 2% in 1995 and a net gain of 12% in 1994.
The Company experienced no significant change in the level of
accounts receivables and accounts payables at fiscal year end compared
to the previous two years. Accounts receivables were $296,728, $316,759
and $338,892 respectively for fiscal years ending September 1996, 1995
and 1994.
At September 30, 1996, the Company had working capital in the
amount of $1,342,113, principally as a result of receipt of insurance
proceeds on the life of Jay Comras in the amount of $1,000,000.
Management believes the Company has sufficient funds to meet its
operating requirements for the comming year.
ITEM 11. Executive Compensation
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The following table sets forth information concerning the com-
pensation paid to Jay Comras, the Company's Chairman of the Board,
President, and Chief Executive Officer, during each of the last three
fiscal years. There are no executive officers of the Company for whom
total annual salary and bonus exceeds $100,000.
<TABLE>
<CAPTION>
Annual Compensation
Fiscal Salary Bonus Other All Other
year Compensation(1) Compensation(2)
- ------------- ------ --------- ------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Jay Comras, 1994 $73,533 $ --- $ 500 $ 10,880
Chairman of the 1995 77,825 --- 500 11,700
Board, President 1996(3) 45,000 4,850 300 6,500
and CEO
</TABLE>
(1) Compensation consisted of personal use of a Company-owned automobile
which amounted to less than either $50,000 or 10% of the total annual
salary and bonus.
(2) Compensation consisted of premiums paid on a life insurance policy
covering Mr. Comras, the proceeds of which were payable to beneficiaries
designated by him.
(3) Compensation through Aug 2,1996
The Company has a three year employment agreement with Rosemary
Comras, President and Secretary/Treasurer of the Company, which
commenced September 1, 1996, for an annual salary of $75,000, which
increases to $78,500 on September 1, 1997, and $83,000 on September 1,
1998 . In addition Ms. Comras receives a bonus of 2.5% of the
Company's net profit before taxes.
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 full-time employees
are eligible to receive Company paid health and dental insurance
premiums. 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.
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Key Man Insurance
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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. Upon his
death on August 2, 1996 the proceeds were paid to the Company.
Compensation Committee Interlocks and Insider Participation
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As directors of the Company, Jay Comras and Rosemary Comras
participated 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.
Dr. Thomas Koerner is a director of the Company. Dr. Koerner is
also Associate Executive Director of the NASSP, a customer of the
Company. During the fiscal years ended September 30, 1996 and 1995, the
Company derived revenues of approximately $95,000 and $100,000,
respectively, from sales and consulting services to the NASSP.
Compensation of Directors
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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.
ITEM 12. Security ownership of certain beneficial owners and Management
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The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of the date hereof
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 directors; and (iii) officers and directors of the
Company as a group:
<TABLE>
Name and address of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership Ownership
- ------------------- -------------------- -------------
<S> <C> <C>
Rosemary Comras 1,100,000 33%
14 Tilden Drive
East Hanover NJ
Rosemary Comras 975,000 29%
ITF Kevin Comras and
Joann Doniloski (1)
Thomas F. Koerner --- --
Tumbletree Way
Reston VA
Marcus C. Ruger --- --
3131 South Vaughn Way
Aurora CO
David Sousa 6,000 --
729 Belvidere Avenue
Plainfield NJ
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All officers and directors
as a group (5 persons) 2,081,000 62%
(1) Kevin Comras and Joann Doniloski are adult children of the late
Jay Comras and received beneficial interest, while Rosemary Comras
received voting powers. The trust agreement under which Rosemary
Comras exercises voting power regarding the 975,000 shares terminates
at the earlier of either her remarriage, or on 8/2/2004, at which time
the stock passes to such children.
</TABLE>
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ITEM 14. Exhibits, Financial Statements, Schedules and Reports on
Form 10-K
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(a) 1. Financial Statements
2. Schedules
(b) Reports on Form 8-K
none
(c) Exhibits required by Item 601(b) of Regulation 5-K:
1.1 Form of Common Stock (A)
1.2 Form of Warrant Agreement (August 1985) (B)
1.2A Amendment No. 1 to Warrant Agreement with Amended Warrant
annexed, October 1, 1986 (D)
1.2B Amendment No. 2 to Warrant Agreement with Amended Warrant
annexed (H)
1.2C Amendment No. 3 to Warrant Agreement with Amended Warrant
annexed (J)
1.2D Amendment No. 4 to Warrant Agreement with Amended Warrant
annexed (K)
1.2E Amendment No. 5 to Warrant Agreement with Amended Warrant
annexed (L)
1.3 Form of Selling Agreement (August 1985) (B)
1.4 Form of Agreement among Underwriters (April 1985) (B)
1.5. Form of Representative's Stock Purchase Options (August 1985)(B)
1.6 Selling Security Holder's Options (August 1985) (H)
3.1 Certificate of Incorporation of the Registrant (November 10, 81)(A)
3.2 Certificate of Amendment to the Certificate of Incorporation
January 16 1985 (A)
3.3 Certificate of change to the Certificate of Incorporation
March 18 1985 (A)
3.4 By-Laws of the Registrant (A)
10.2 Contract of Employment with Rosemary Comras (March 1985) (A)
10.2a Renewal of Employment Contract with Rosemary Comras (August 1991) (O)
10.2b Renewal of Employment Contract with Rosemary Comras (September 4,1996
(P)
10.3 Memorandum of Agreement with the NASSP (March 1982) (A)
10.4 Memorandum of Agreement with the NASSP and CBS Software
dated November 1983 (A)
10.5 Memorandum of Agrement with the NASSP (Achievment Tests
October 1984)(A)
10.6 Agreement with Research for Better Schools October 1984 (A)
10.6a Renewal of agreement with Research for Better Schools
September 1986 (D)
10.7 Memorandum of Agreement with the NASSP (ACT Preparation
Program November 1983 (A)
10.8 Agreement with Peterson's Guides Inc. June 1984 (A)
10.9 Agreement with Hayden Software January 1985 (A)
10.10 Assignment of income from Jay Comras to Instructivision
August 1985 (B)
10.11 intentionally omitted
10.12 intentionally omitted
10.13 Loan Document with Howard Savings Bank (D)
10.14 Letter Agreement (April 2, 1986 with NASSP (D)
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10.16 Lease for 3 Regent Street, Livingston NJ dated March 15,1986 (F)
10.16a Amendment to Lease January 1987 (G)
10.16b Amendment No. 2 to Lease August 1994 (O)
10.17 Release from Hayden Software Company August 1986(F)
10.18 intentionally omitted
10.19 intentionally omitted
10.20 Loan Agreement with Principal stockholder (December 1987) (J)
10.21 Agreement with NASSP for Inservice Video Network (February 1988) (K)
10.22 Agreement with NASSP re ACT preparation Programs (September 1988) (M)
(A) Incorporated by reference, filed with the initial filing of
the Company's Registration Statements, File No. 2-98176-NY on
or about June 4, 1985
(B) Incorporated by reference, filed with Pre-Effective Amendment
No. 2 of the Company's Registration Statement, File No.
2-98176-NY on or about July 18 1985
(C) Incorporated by Reference, filed with form 8-K, dated
August 12, 1986
(D) Filed with Post-Effective Amendment No. 1 to the Company's
Registration Statement, File No. 2-98176-NY on October 1, 1986
(E) Incorporated by Reference, filed with Form 8-K, dated August
12, 1986
(F) Filed with Post-Effective Amendment No. 1 on October 1, 1986
(G) Incorporated by Reference, filed with Form 10-K on January 13,
1987
(H) Filed with Post-Effective Amendment No. 3 on March 9, 1987
(I) Filed with Post-Effective Amendment No. 4 on July 13, 1987
(J) Filed with 10-K on January 8, 1988
(K) Filed with Post-Effective Amendment No. 6 on April 1, 1988
(L) Filed with Post-Effective amendment No. 7 on July 12, 1988
(M) Filed with Form 10-K on December 29, 1988
(N) Filed with Form 10-K on December 29, 1990
(O) Filed with Form 10-K on December 28, 1994
(P) Filed with Form 10-K/A
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly cause this report to be signed on its
behalf by the undersigned thereunto duly authorized.
INSTRUCTIVISION, INC.
Registrant
s/Rosemary Comras
-----------------
December 30, 1996 Rosemary Comras, President
(Principal Executive, Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
Signature Title and Capacity Date
- ---------------- ------------------ --------
s/Rosemary Comras
- -----------------
Rosemary Comras President, Secretary/Treasurer 12/30/96
s/Thomas Koerner
- ----------------
Thomas F.Koerner Director 12/30/96
s/Marcus Ruger
- --------------
Marcus Ruger Director 12/30/96
s/David Sousa
- -------------
David Sousa Director 12/30/96
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EMPLOYMENT AGREEMENT
This Agreement is entered into this 4th day of September, 1996,
effective as of September 1, 1996 by and between Instructivision Inc.
(the Company), a New Jersey Corporation, located at 3 Regent Street,
Livingston, New Jersey, 07039 and Rosemary Comras, 14 Tilden Drive,
East Hanover, New Jersey (the Employee).
WITNESSETH
Whereas, the Company is in the business of creating, producing and
marketing educational textbooks, software, and video materials; and
Whereas the Company wishes to employ Rosemary Comras as President
and Chief Financial Officer, and
Whereas, Employee wishes to be so employed;
Now, in consideration of the mutual covenants contained herein it
is agreed as follows:
1. Employment duties and acceptance.
The Company hereby agrees to employ Employee for the term of three years,
commencing on the effective date above. Employee duties shall consist of
overall operating responsibility for the Company's business, subject to
the direction of the Board of Directors.
2. Term of Employment.
The term of the Employee's employment under this agreement (the Term)
shall commence on the date determined above, for a period of three years,
and shall automatically be renewed for additional periods of three years,
unless either party elected on at least six months written notice to
terminate this Agreement at the end of the first or any subsequent period.
3. Compensation.
3.1 As compensation for the services to be rendered pursuant to this
Agreement, the Company agrees to pay Employee during the Term the
following: A salary of $75,000 per year during the first 12 months from
the date of commencement of employment, a salary of $78,750 per year
during the second 12 months' period of the Term, and $83,000 during the
third 12 months' period.
3.2 In addition Employee shall receive a royalty of 2.5% of the net
profit before taxes from the Company's earnings payable annually as
determined by the 10K financial report.
3.3 Employee shall be entitled to three weeks paid vacation during
each 12 months period and be entitled to all legal holidays, and
be entitled to accrue any unused vacation days or holidays. Employee
shall be entitled to sick pay and paid health insurance premiums in
accordance with general Company policy for all employees. Employee may
select her own health insurance carrier and receive reimbursement
from the Company for the premium paid, including payroll taxes assessed
on the premium.
The Company shall pay or reimburse Employee for all reasonable expenses
actually incurred and paid by Employee during the Term under this
agreement upon presentation of expense statements, or vouchers, or such
other supporting information as it may require.
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Nothing herein contained shall be construed to prevent the Company from
increasing Employee's salary hereunder during the Term or from paying
bonuses to her at the discretion of the Board of Directors of the
Company.
The Employee shall be entitled to all rights and benefits for which she
shall be eligible under any bonus, participation or extra compensation
plan, stock options, pensions, group insurance, or other so-called fringe
benefits which the Company may, in its sole discretion, provide for her
or its employees generally.
The provisions of this Agreement relating to compensation to be paid to
the Employee shall be subject to and limited by any applicable provision
of law or regulation which may from time to time restrict or limit the
compensation to be paid hereunder.
4. Termination
This employment agreement may be terminated if both parties agree to
the termination and to the terms at any time during the life of this
Agreement.
If Employee shall die during the Term, this Agreement shall terminate
except that Employee's legal representatives shall be entitled to
receive the compensation provided for hereunder to the last day of
the month in which death occurs.
If during the Term Employee shall become physically or mentally dis-
abled, whether full or partially, so that she is unable to substantially
perform her services hereunder for a period of 120 days, the Company
may terminate the term of employment hereunder by giving written notice
to Employee of 30 days. Notwithstanding such disability the Company
shall continue to pay Employee her full salary up to and including the
date of such termination.
In the event of gross neglect by Employee of her duties hereunder,
conviction of Employee of any felony or offense involving the property
of the Company, the Company may at atny time by written notice to
Employee terminate the term of Employee's employment hereunder.
5. Protection of Confidential Information
Employee warrants represents and agrees to keep secret and retain in
strictest confidence all confidential matters of the Company, including
the Company's trade knowhow, customer lists, pricing policies,
operational methods, technical processes, research projects and other
business affairs of the Company during the course of her employment and
not to disclose them to anyone outside the Company, either during or
after her employment with the Company, except in the course of per-
forming her duties hereunder with the Company's express written consent.
Except as otherwise provided in this Agreement, Employee shall not
during the Term of this Agreement directly or indirectly enter the
employ of or render services to any person, firm or corporation engaged
in a business directly competitive with the business of the Company,
as partner, director, officer, principal, agent, employee, trustee,
consultant or any other relationship or capacity, provided however that
nothing contained herein shall be deemed to prohibit the employee from
acquiring shares of capital stock of any public corporation doing
business similar to that of the Company.
To deliver promptly to the Company on termination of her employment
by the Company, or at any time the Company may so request, all Company
owned memoranda, computer stored information, notes, reports, manuals,
drawings or other Company owned documents relating to the Company's
business which she may then possess or have under her control.
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It is hereby agreed that if, after termination, Employee desires to
enter the employ or render services to any person, firm or corporation
in any business directly competitive with the business of the Company,
Employee shall give Company the option to pay Employee a compensation
for not entering into a competitive employment contract at a mutually
agreed upon price, not to exceed one half of Employee's salary at the
time of termination.
The parties agree that any disputes relating to the performance of any
provision of this agreement shall be referred to arbitration in
accordance with the procedures and rules of arbitration issued by the
American Arbitration Association.
6. Indemnification
The Company will indemnify Employee, to the maximum extent permitted
by applicable law, against all costs, charges, and expenses incurred
or sustained by her in connection with any action, suit or proceeding
to which she may be made a party by reason of her being an officer,
director or employee of the Company or of any subsidiary or affiliate
of the Company.
7. Notices
All notices, requests, consents, or other communications required or
permitted to be given hereunder, shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by
prepaid telegram, or mailed first class, postage paid, by registered
or certified mail.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed entirely in New Jersey.
This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes
all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not
embodied in the Agreement, and neither party shall be bound or be
liable for any alleged representation, promise or inducement not so
set forth.
This Agreement and Employee's right, other than the right to receive
payments hereunder, may not be assigned by Employee. The Company may
assign its rights, together with its obligations, hereunder in
connection with any sale, transfer or other disposition of all or
substantially all of its business or assets, in any event the
obligations of the Company hereunder shall be binding on its
successors or assigns, whether by merger, consolidation or acquisition
of all or substantially all of its business or assets.
This Agreement may be amended, modified, superseded, cancelled,
renewed or extended and the terms or covenants may be waived only
by a written instrument executed by both of the parties hereto or in
the case of a waiver by the party waving comploance. The failure of
either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to
enforce the same.
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No waiver by either party of the breach of any term or covenant
contained in this agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed to or construed as, a
further or continuing waiver of any breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.
In witness whereof, the parties have executed this Agreement as of the
date first written above.
Dated this 4th day of September 1996 for Instructivision Inc.
s/Rosemary Comras s/David Sousa
Director
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