As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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ITC Learning Corporation
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(Exact name of registrant as specified in its charter)
Maryland 52-1078263
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13515 Dulles Technology Drive
Herndon, Virginia 20171-3413
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(Address of principal executive offices) (zip code)
1998 Incentive Stock Plan
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(Full title of plan)
Christopher E. Mack
ITC Learning Corporation
13515 Dulles Technology Drive
Herndon, Virginia 20171-3413
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(Name and address of agent for service)
(703) 713-3335
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(Telephone number, including area code, of agent for service)
Copy to:
Cary J. Meer, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share(1) price(1) fee
- ------------------- ------------ ------------------ ------------------ ------------
Options (2) 200,000
Common stock,
par value $0.10
per share 200,000 shares $ 6.00 $ 1,200,000 $ 354.00
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(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 sales prices for the Registrant's Common
Stock reported on the Nasdaq National Market System on May 4, 1998.
(2) The options to be registered hereunder are to be distributed by the
Registrant for no value. Accordingly, no separate registration fee is
required.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by ITC Learning Corporation (the
"Company") are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended ("Exchange Act");
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-KSB referred to in (a) above;
and
(c) The description of the Company's common stock contained in
the Registration Statement filed July 12, 1985 Form 8-B (Registration
No. 0-13740).
All documents subsequently filed by the Company with the Securities and
Exchange Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered by this Registration Statement have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the SEC until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this Registration Statement or by any document that constitutes
part of the prospectus relating to the 1998 Incentive Stock Plan (the "Plan")
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Maryland General Corporation Law, and the Company's By-Laws,
the Company has broad power to indemnify, and under certain circumstances is
required to indemnify, its directors and officers against liabilities that they
may incur while serving as directors or officers of the Company, including
liabilities arising under the Securities Act. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
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SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. The Company also maintains an
insurance policy for directors and officers insuring them against certain
liabilities incurred by them in the performances of their duties, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration
Statement:
Exhibit No. Description
- ----------- -----------
4.1 1998 Incentive Stock Plan
4.2 Form of 1998 Plan Incentive and Non-Qualified Stock Option
Agreement for Employees
4.3 Form of 1998 Plan Non-Qualified Stock Option Agreement for
Non-Employee Directors
4.4 Form of 1998 Plan Option Agreement for Carl D. Stevens
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 6)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
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decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 City of Herndon, State of Virginia, on this 8th day of May,
1998.
ITC LEARNING CORPORATION
By: /s/ Carl D. Stevens
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Carl D. Stevens,
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John D. Sanders, Carl D. Stevens and
Christopher E. Mack, or any of them, his or her attorney-in-fact, with the power
of substitution, for him or her 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 or her 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/ Daniel R. Bannister
- ----------------------- Director May 8th, 1998
Daniel R. Bannister
/s/ Christopher E. Mack
- ----------------------- Vice President and Chief May 8th, 1998
Christopher E. Mack Financial Officer (Principal
Financial and Accounting Officer)
/s/ John D. Sanders
- ----------------------- Director and Chairman of May 8th, 1998
John D. Sanders the Board
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/s/ Carl D. Stevens
- ----------------------- Director, President and Chief May 8th, 1998
Carl D. Stevens Executive Officer
/s/ Richard E. Thomas
- ----------------------- Director May 8th, 1998
Richard E. Thomas
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EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
- ----------- -----------
4.1 1998 Incentive Stock Plan
4.2 Form of 1998 Plan Incentive and Non-Qualified Stock
Option Agreement for Employees
4.3 Form of 1998 Plan Non-Qualified Stock Option Agreement
for Non-Employee Directors
4.4 Form of 1998 Plan Option Agreement for Carl D. Stevens
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 6)
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