SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1996
Industrial Training Corporation
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(Exact Name of Registrant as specified in its charter)
Maryland 0-13741 52-1078263
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
13515 Dulles Technology Drive
Herndon Virginia 22071
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(Address of principal offices) (Zip Code)
Registrant's telephone number, including area code (703)713-3335
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None
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(Former name or address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 3, 1997, Industrial Training Corporation ("ITC") closed the
merger ("Merger") of ITC Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company ("ITC AC") with and into Anderson
Soft-Teach, a California Corporation ("Company"), pursuant to an Agreement and
Plan of Reorganization dated and deemed effective as of December 31, 1996 (the
"Agreement") by and among ITC, ITC AC and the Company. The Merger consideration
consisted of cash in the amount of $4,500,000 ("Cash Consideration") and 300,000
shares ("Stock Consideration") (collectively, "Aggregate Maximum Consideration")
of ITC common stock, $0.10 par value per share, ("ITC Common Stock"), which was
issued on a pro rata basis to the former shareholders of Anderson
("Shareholders"), subject to adjustment as described below. The Cash
Consideration was funded primarily through the proceeds of the public offering
of 1,207,500 shares of ITC common stock, which was completed on October 4, 1995.
Pursuant to the Agreement, a portion of the Cash Consideration in the
amount of $100,000 ("Special Escrow") and a portion of the Stock Consideration
in the amount of 100,000 shares ("General Escrow") have been placed in escrow
(collectively, "Withheld Amount") to fund any reduction of the Aggregate Maximum
Consideration as described below. The Cash Consideration is subject to
dollar-for-dollar adjustment in the event the working capital of the Company
does not meet a minimum required level determined in accordance with Section
3.33 of the Merger Agreement at December 31, 1996. The Stock Consideration is
subject to adjustment in the event of any claim based upon a breach of the
representations and warranties or covenants and agreements in the Agreement made
by the Company. In such an instance, the Stock Consideration shall be reduced by
an amount equal in value to the dollar amount of any such claims, up to a
maximum of 100,000 shares (or such other amount not to exceed 100,000 shares,
subject to approval by ITC). Any Cash Consideration remaining in the Special
Escrow after adjustment, if any, will be distributed to the Shareholders in
accordance with the Merger Agreement. Any Stock Consideration remaining in the
General Escrow after adjustment, if any, on the later of January 3, 1997 or the
final resolution of any and all claims under the Merger Agreement pending as of
January 3, 1997 will be distributed to the Shareholders in accordance with the
Merger Agreement.
At the time of consummation of the Merger, ITC and the Shareholders
entered into a Registration Rights and Shareholders Agreement (the "Registration
Rights Agreement"). Under the Registration Rights Agreement, upon written
request from the Shareholders acting as a group by an affirmative vote of a
majority in interest, and not individually, ITC will file a registration
statement to register the Shares for resale under the Securities Act of 1933, as
amended, within 90 days of receipt of such request. ITC has agreed to keep such
registration statement continuously effective for a period of three months
following the date on which such registration statement is declared effective.
At any time within two years of the anniversary date of the consummation of the
Merger, the Shareholders also have the right to have the Shares included
(subject to certain quantitative limitations) in any registration of the ITC
Common Stock otherwise effected by the Company for its own account or for the
account of others, other than a demand registration by the Shareholders as
described above, a registration relating to any employee or non-employee
director compensation or benefit programs, an exchange offer or an offering of
securities to existing shareholders or employees of ITC, or an acquisition,
merger or other business combination transaction. The Company will pay all
expenses of any such registration, other than underwriting discounts, selling
commissions and fees and disbursements of counsel for the Shareholders.
Anderson Soft-Teach is headquartered in Los Gatos, California and is a
leading developer, producer and distributor of networkable multimedia training
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solutions for computer skills training and on-line electronic performance
support systems. The Company was founded in 1983 and currently employs
approximately forty people. The Company's founder and Chief Executive Officer,
Warren E. Anderson, has entered into an employment agreement to serve as
Executive Vice President of ITC for an initial term of two years.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
It is not practicable to provide the financial statements of
the Company and the pro forma financial information
concerning the Company that are required to be filed with
respect to the Merger ("Financial Information") on the date
that this report is being filed with the Securities and
Exchange Commission. The Financial Information will be filed
under cover of an amended Form 8-K as soon as practicable,
but in any event not later than 60 days after this report is
being filed, and ITC expects to file the Financial
Information on or about February 28, 1997.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of
December 31, 1996, by and among Industrial Training
Corporation, ITC Acquisition Corp. and Anderson
Soft-Teach, without annexes or 2.1 schedules.
4.1 Registration Rights and Shareholders Agreement dated as
of December 31, 1996 between Industrial Training
Corporation and the former shareholders of Anderson
Soft-Teach identified therein.
22.1 Press Release dated January 3, 1997 issued by
Industrial Training Corporation
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INDUSTRIAL TRAINING CORPORATION
By: /s/ Frank A. Carchedi
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Frank A. Carchedi
Vice President and Chief Financial Officer
Date: January 13, 1997
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EXHIBIT INDEX
The following Exhibits to this Report are filed herewith:
Exhibit Description
No.
2.1 Agreement and Plan of Reorganization dated as of December 31,
1996, by and among Industrial Training Corporation, ITC
Acquisition Corp. and Anderson Soft-Teach, without annexes or
schedules.
4.1 Registration Rights and Shareholders Agreement dated as of
December 31, 1996 between Industrial Training Corporation and
the former shareholders of Anderson Soft-Teach identified
therein.
22.1 Press Release dated January 3, 1997 issued by Industrial
Training Corporation
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