-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QRCPFcxzqan56D/muU0cwz6c/ZqDw5xMWDeYIm+RKRDaZ1Mgif7vrXPPndvulHdA P1HMODAeNzRmLDCJQyFRTA== 0000898432-96-000569.txt : 19961231 0000898432-96-000569.hdr.sgml : 19961231 ACCESSION NUMBER: 0000898432-96-000569 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961227 EFFECTIVENESS DATE: 19961227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL TRAINING CORP CENTRAL INDEX KEY: 0000764867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 521078263 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18939 FILM NUMBER: 96687351 BUSINESS ADDRESS: STREET 1: 13515 DULLES TECHNOLOGY DR CITY: HERNDON STATE: VA ZIP: 22071 BUSINESS PHONE: 7037133335 MAIL ADDRESS: STREET 1: 13515 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 22071 S-8 1 As filed with the Securities and Exchange Commission on December 27, 1996 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Training Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Maryland 52-1078263 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 13515 Dulles Technology Drive Herndon, Virginia 22071 --------------------------------------------------- (Address of principal executive offices) (zip code) 1992 Key Employee Incentive Stock Option Plan --------------------------------------------- (Full title of plan) Frank A. Carchedi, Vice President Industrial Training Corporation 13515 Dulles Technology Drive Herndon, Virginia 22071 --------------------------------------- (Name and address of agent for service) (703) 713-3335 --------------------------------------- (Telephone number of agent for service) Copy to: Alan J. Berkeley, Esq. Sidney R. Smith, Esq. Kirkpatrick & Lockhart LLP 1800 Massachusetts Avenue, N.W. Washington, D.C. 20036 CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Amount of Amount offering aggregate registra- Title of securities to be price offering tion to be registered registered per share(1) price(1) fee - ---------------- ---------- ------------ -------- --------- Common stock, par value $.10 per 200,000 share shares $ 5.00 $1,000,000 $345 (1) Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Registrant's Common Stock reported on the NASDAQ National Market on December 23, 1996. - 2 - EXPLANATORY NOTE Industrial Training Corporation's earlier Registration Statement on Form S-8 (File No. 33-_____), filed with the Securities and Exchange Commission on March 26, 1993 and pertaining to the Industrial Training Corporation's 1992 Key Employee Incentive Stock Option Plan is incorporated herein by reference. This incorporation by reference is made pursuant to General Instruction E of Form S-8 regarding the registration of additional shares of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. - 3 - PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: Exhibit No. Description 5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP 23.2 The consent of Kirkpatrick & Lockhart LLP to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.1 24 Power of Attorney (see page 5) - 4 - SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Herndon, State of Virginia, on this 27th day of December, 1996. INDUSTRIAL TRAINING CORPORATION /S/ James H. Walton By: ------------------------------ James H. Walton, Chairman of the Board and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Walton, or Frank A. Carchedi his attorney-in-fact, with power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ James H. Walton - ----------------------- Chairman of the December 27, 1996 James H. Walton Board and Chief Executive Officer (Principal Executive Officer) /s/ Steven L. Roden - ----------------------- President and December 27, 1996 Steven L. Roden Director /s/ Frank A. Carchedi - ----------------------- Vice President and December 27, 1996 Frank A. Carchedi Chief Financial Officer (Principal Financial and Accounting Officer) - 5 - - ------------------------ Director ________, 1996 Daniel R. Bannister - ------------------------ Director ________, 1996 Thomas M. Balderston /s/ John D. Sanders - ------------------------ Director December 27, 1996 John D. Sanders /s/ Richard E. Thomas - ------------------------ Director December 27, 1996 Richard E. Thomas /s/ Philip J. Facchina - ------------------------ Director December 27, 1996 Philip J. Facchina - 6 - EXHIBIT INDEX The following exhibits are filed herewith as part of this Registration Statement: Exhibit No. Description 5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP 23.2 The consent of Kirkpatrick & Lockhart LLP to the use of their opinion as an exhibit to this Registration Statement is included in their opinion filed herewith as Exhibit 5.1 24 Power of Attorney (see page 5) - 7 - EX-5.1 2 Exhibit 5.1 KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, N.W. Washington, D.C. 20036-1800 (202) 778-9000 December 27, 1996 Industrial Training Corporation 13515 Dulles Technology Drive Herndon, Virginia 22071 Re: Industrial Training Corporation Registration Statement on Form S-8 ---------------------------------- Ladies/Gentlemen: We have acted as counsel to Industrial Training Corporation, a Maryland corporation ("Corporation"), in connection with the preparation and filing of the above-captioned Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended, covering incentive stock options ("Key Employee Incentive Options") to purchase 200,000 shares of Common Stock, $0.10 par value per share ("Common Stock"), of the Corporation pursuant to the Corporation's 1992 Key Employee Incentive Stock Option Plan. We have examined copies of the Registration Statement, the Prospectus forming a part thereof, the Certificate of Incorporation and By-Laws of the Corporation, each as amended to date, the minutes of various meetings and unanimous written consents of the Board of Directors and the shareholders of the Corporation, and original, reproduced or certified copies of such records of the Corporation and such agreements, certificates of public officials, certificates of officers and representatives of the Corporation and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the conformity to original documents of all documents supplied to us as copies. As to various questions of fact material to such opinions, we have relied upon statements and certificates of officers and representatives of the Corporation and others. Industrial Training Corporation December 27, 1996 Page 2 Based on the foregoing, we are of the opinion that the Key Employee Incentive Options will be duly and validly issued by the Corporation and that each of the 200,000 shares of Common Stock, when issued upon the exercise of a Key Employee Incentive Option and the payment of the exercise price per share specified in such Key Employee Incentive Option, as contemplated in the Registration Statement, will be duly and validly issued by the Corporation, fully paid and non-assessable. We hereby consent to your filing a copy of this Opinion as an exhibit to said Registration Statement. Very truly yours, /s/ Kirkpatrick & Lockhart LLP --------------------------------- KIRKPATRICK & LOCKHART LLP EX-23.1 3 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 33-XXXXX) pertaining to the 1992 Key Employee Incentive Stock Option Plan of Industrial Training Corporation of our report dated February 16, 1996, with respect to the consolidated financial statements of Industrial Training Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Washington, D.C. December 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----