INSTRUCTIVISION, INC.
3 Regent Street
Livingston NJ 07039
March 18, 1999
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 Thursday, April 22, 1999
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
H. Dale Spaulding David A. Sousa
2. To confirm the appointment of Stanley J. Morin & Associates, PC.
as auditors of the Company for fiscal 1999.
3. To act upon such other matters as may properly come before the
meeting.
SHAREHOLDERS OF RECORDS AT THE CLOSE OF BUSINESS ON MARCH 12, 1999 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>
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 12, 1999, the record date for Shareholders entitled to vote
at the Annual Meeting of the Shareholders of the Company to be held on
April 22, 1999, 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 12, 1999, 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.
Title of Class Name and Address Amount and Nature of Percentage of
Beneficial Ownership Ownership
- -------------- ----------------- -------------------- -------------
<TABLE>
<S> <C> <C> <C>
Common Stock Rosemary Comras (1) 1,100,000 33%
8 Varick Way
Roseland, NJ
Common Stock Rosemary Comras (1) 975,000 29%
ITF Kevin Comras and
Joann Doniloski
Common Stock H. Dale Spaulding -- --
Common Stock Marcus C. Ruger -- --
Common Stock David A. Sousa 6,000 less than 1%
--------- ---
All Officers & Directors as a group 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 shares
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 22nd of
April, 1999, 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, Marcus Ruger, H. Dale
Spaulding, 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 four persons proposed to serve as directors is set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------ --- ------------------------------
<S> <C> <C>
Rosemary Comras 58 President, Secretary/Treasurer
and Chairman of the Board
Marcus C. Ruger 67 Director
H. Dale Spaulding 57 Director
David A. Sousa 58 Director
</TABLE>
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 Chairman of the Board of Directors on
September 4, 1996 following the death of Jay Comras, Chairman of the
Board, former President and Chief Executive Officer of the Company.
Mrs. Comras was Vice Prsident, Secretary/Treasurer and a Director of
the Company from 1981 to 1996 and was elected President of the Company
on March 28, 1996. Ms. Comras is the widow of Jay Comras.
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.
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, for September 1991 until July 1994. Dr.Sousa
conducts training seminars and consulting services to schools throughout
the United States. Dr. Sousa will 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. H. Dale Spaulding was appointed to the Board of Directors on
January 21, 1998. Dr. Spaulding was employed as Principal of the Lamperter-
Strasburg, Pennsylvania, Senior High School District from July 1973 to
September 1997. Dr. Spaulding served as President of NASSP in 1993-1994
and as member of the Board of Directors of the International Confederation
of Principals from 1993-1996. Dr. Spaulding will 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 four meetings during the fiscal year
ended September 30, 1998. Each Director attended 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,
1998 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 OTHER
YEAR COMPENSATION(1)
- --------------- ------ ------- --------------
<S> <C> <C> <C>
Rosemary Comras 1996 75,000 $ 3,780
Chairman 1997 82,027 3,900
of the Board
(1) Compensation consists of reimbursement of health insurance premiums.
</TABLE>
The Company has a three year employment contract with Rosemary Comras,
Chairman of the Board, President and Secretary/Treasurer of the Company,
which commenced September 1, 1996, for an annual salary of $75,000, which
increased to $78,500 in 1997, and to $83,000 in 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 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.
Compensation of Directors:
Outside Directors receive $500 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.
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<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT.
Action is expected to be taken at the Annual Meeting of the Share-
holders to confirm the appointment of Stanley J. Morin and Associates, PC.
as independent auditors of the Company for fiscal 1999. 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.
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 Board of Directors is not aware of any matters that will be
presented at the meeting for action on the part of shareowners other than
those described herein.
FINANCIAL STATEMENTS
Financial Statement of the Company are contained in the Company's Annual
Report for the fiscal year ended September 30, 1998, which is delivered to
you herewith.
Livingston, New Jersey
March 18, 1999
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