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Instructivision Inc · 10-K/A · For 9/30/96

Filed On 3/14/97   ·   Accession Number 770183-97-10   ·   SEC File 0-14411

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  As Of                Filer                Filing    For/On/As Docs:Size

 3/14/97  Instructivision Inc               10-K/A      9/30/96    2:47K

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            15     85K 
 2: EX-10       Material Contract                                      4     23K 


10-K/A   —   Amendment to Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Business
10Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
11Item 11. Executive Compensation
12Item 12. Security ownership of certain beneficial owners and Management
13Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 10-K
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[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. ------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-2386359 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3 Regent Street, Livingston, NJ 07039 ---------------------------------------- ---------- (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: -------------------- ------------------------------------------ Common Stock none Securities registered pursuant to Section 12(b) of the ACT: Common Stock $0.001 par value ----------------------------- (Title of Class) Page 1
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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 ---------------- The Company ------------ 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 ---------- 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. Page 2
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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 ------------------ 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. Page 3
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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. Page 4
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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 ----------------- 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. Page 5
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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 ----------------------- 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. Page 6
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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 ------------ 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 --------- 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. Page 7
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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 --------------------------- 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 --------- 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 ------------------------- 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 Page 8
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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 ------- 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 ----------- 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. Page 9
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PART II ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. ------------------------------------------------------------------- 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. Page 10
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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 -------------------------------- 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. [Download Table] Annual Compensation Fiscal Salary Bonus Other All Other year Compensation(1) Compensation(2) ------------- ------ --------- ------- ------------- --------------- 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 (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. Page 11
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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. 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. 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 ------------------------- 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 ------------------------------------------------------------------------ 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: [Download Table] Name and address of Amount and Nature of Percentage of Beneficial Owner Beneficial Ownership Ownership ------------------- -------------------- ------------- 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 -------------------------------------------------------------- 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. Page 12
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ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 10-K ----------------------------------------------------------------- (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) Page 13
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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 Page 14
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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 Page 15

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10-K/A Filing   Date First   Last      Other Filings
12/28/9414
9/30/9531210-K, DEF 14C
8/2/961012
9/1/9611
For The Period Ended9/30/9611210-K, DEF 14C
12/30/96158-K/A
Filed On / Filed As Of3/14/97
9/1/9711
9/1/9811
 
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Filing Submission 0000770183-97-000010   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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