INFORMATION STATEMENT
INSTRUCTIVISION, INC.
3 Regent Street
Livingston NJ 07039
March 24, 1997
Livingston, NJ
To the Shareholders of Instructivision, Inc.:
The Annual Meeting of the Shareholders of Instructivision, Inc.
(hereinafter called the "Company") will be held at Instructivision, Inc.,
3 Regent Street, Suite 306, Livingston, New Jersey 07039 on Wednesday,
April 23, 1997 at 2:30 PM for the purposes described below.
The following items will be considered at the Annual Meeting:
1. To elect four (4) 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:
Rosemary Comras Marcus C. Ruger
Thomas F. Koerner David A. Sousa
2. To confirm the appointment of Stanley J. Morin and Associates,
CPA's, as auditors of the Company for fiscal 1997.
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 7, 1997 ARE
ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS.
By order of the Board of Directors
Rosemary Comras
President,
Chairman of the Board
<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 7, 1997, the record date for Shareholders entitled to vote
at the Annual Meeting of the Shareholders of the Company to be held on
April 23, 1997, 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 7, 1997, 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 Rosemary Comras 1,100,000 33%
14 Tilden Drive
East Hanover, NJ
Common Stock Rosemary Comras (1) 975,000 29%
ITF Kevin Comras
and Joann Doniloski
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 (4) 2,081,000 62%
</TABLE>
(1) Kevin Comras and Joann Doniloski are adult children of the late
Jay Comras, former President and CEO, and received beneficial interest
while Rosemary Comras received voting powers. The trust agreement under
which Rosemary Comras exercises voting power regarding the 975,000 share
terminates at the earlier of either her remarriage, or on 8/2/2004, at
which time the stock passes to such children.
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<PAGE>
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.
DIRECTORS AND EXECUTIVE OFFICERS
At the Annual Meeting of the Shareholders to be held on the 23rd of
April, 1997, at 2:30 PM, at 3 Regent Street, Livingston, New Jersey, four
persons shall be elected to serve on the Company's Board of Directors.
Management proposes to nominate Rosemary Comras, Thomas F. Koerner,
Marcus 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]
Rosemary Comras 56 President, Secretary/Treasurer
and Chairman of the Board
Thomas F. Koerner 64 Director
Marcus C. Ruger 65 Director
David A. Sousa 57 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.
Rosemary Comras was elected President of the Company on September 4,
1996, following the death of Jay Comras, Chairman of the Board, former
President and Chief Executive Officer of the Company. Ms. Comras had
been Vice President, Secretary/Treasurer, and a director of the Company
since its inception. Ms. Comras is the widow of Jay Comras.
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 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.
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 until his retirement in September 1995. 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.
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<PAGE>
Dr. David A. Sousa has been a Director of the Company since April
1994. He was employed as Superintendent of Schools for the New
Providence, New Jersey, school district from September 1991 till July 1994.
Dr Sousa conducts training seminars and consulting services to schools
throughout the United States. He 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,
1996 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 1994 $73,533 -- $ 500 $ 10,880
former President 1995 77,825 -- 500 11,700
and Chairman of 1996 45,000(3) 4,850 500 6,500
the Board
(1) Compensation consists of personal us of a Company-owned automobile,
which amounted to less than either $50,000 or 10% of the total annual
salary and bonus.
(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.
(3) Compensation through 8/2/96
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:
The Company obtained a "key man" term life insurance policy on the life
of Jay Cormas, former 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
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.
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.
1996 ANNUAL MEETING
At the Company's Annual Meeting held on April 23, 1996 the percentage
of shares present at the meeting and voting or withholding authority to vote
in the election of Directors was approximately 62% of the issued and
outstanding shares of Common Stock of the Company (as of March 8, 1996,
the record date of such Annual Meeting), which shares were voted as follows:
</TABLE>
<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
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, 1996 and 1995, the Company
derived revenues of approximately $95,000 and $100,000, 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 Stanley J.Morin and Associates,
Certified Public Accountants, as independent auditors of the Company for
fiscal 1997. A representative of Stanley J. Morin and Associates 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.
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<PAGE>
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 Statement of the Company are contained in the Company's Annual
Report for the fiscal year ended September 30, 1996, which is delivered to
you herewith.
Livingston, New Jersey
March 24, 1997
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