<PAGE>
Registration Statement No. _________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
Registration Statement Under the Securities Act of 1933
--------------------------
TRIDEX CORPORATION
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Connecticut 06-0682273
------------------------ -------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
61 Wilton Road
Westport, Connecticut 06880
(203) 226-1144
------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Non-Employee Directors' Stock Plan
(Full title of the Plan)
Daniel A. Bergeron
Tridex Corporation
61 Wilton Road
Westport, CT 06880
(203) 226-1144
----------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Michael S. McSherry, Esq.
Hinckley, Allen & Snyder
28 State Street
Boston, Massachusetts 02109-1775
(617) 345-9000
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /x/
<PAGE>
Approximate Date of Commencement of Proposed Sale to Public: From time to time
after the effective date of this Registration Statement.
Exhibit Index on Page 10
2
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(*) Offering Price Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $7.59375 $759,375 $224.02
(no par value)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(*) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices of
the Registrant's Common Stock as reported by NASDAQ on May 7, 1998. Of
the 100,000 shares issuable under the Non-Employee Directors' Stock Plan,
all 100,000 shares are or would be subject to options granted with an
exercise price equal to the closing price of the shares of Company Common
Stock as reported by NASDAQ on the date of grant.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Tridex Corporation (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form10-K or, if the financial
statements therein are more current, the Registrant's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").
(b) All other reports filed by the Registrant pursuant to Sections13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which de-registers all
of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
4
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Item 6. Indemnification of Directors and Officers.
In general, Connecticut law provides that a corporation shall indemnify any
director who is wholly successful in the defense of any proceeding to which he
was a party because he was a director of the corporation against reasonable
expenses incurred in connection with such proceeding. In addition, the
corporation shall indemnify any individual who is a party to a proceeding
because he is a director against liability incurred in such proceeding if (1)
(A) he conducted himself in good faith, (B) he reasonably believed (i) in the
case of conduct in his official capacity, that his conduct was in the best
interests of the corporation, and (ii) in all other cases, that his conduct was
at least not opposed to the best interests of the corporation, and (C) in the
case of any criminal proceeding, he had no reasonable cause to believe that his
behavior was unlawful, or (2) he engaged in conduct for which broader
indemnification has been made permissible or obligatory under a provision of the
certificate of incorporation.
Connecticut law limits the general indemnification described above in
certain cases. The corporation shall not indemnify any director in connection
with a proceeding: (1) by or in the right of the corporation, except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the standard of conduct whereby the
corporation may choose to indemnify him as provided above; or (2) with respect
to conduct for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled, whether or not involving action
in his official capacity.
Connecticut law governing indemnification of directors permits the
corporation to indemnify any officer of the corporation to the same extent as a
director, and any officer who is not also a director is entitled to mandatory
indemnification to the extent provided to a director.
The provisions of the Company's by-laws governing indemnification of
officers and directors are consistent with the above described provisions of
Connecticut law. The Company also maintains a directors and officers liability
insurance policy covering all of its directors and officers.
Other than as set forth above, the Company has made no provision for the
indemnification of persons controlling the Company. The directors, officers and
persons controlling the Company are not specifically indemnified by the Company
against liability arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
5
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement (or the most recent
post-effective amendment thereof);
(iii) To include any material information with respect to the plan of
distribution not previously disclosed or any material change to
such information;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if 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 Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
6
<PAGE>
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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
Securities 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
7
<PAGE>
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 Westport, State of Connecticut, on the 13th day of
May, 1998.
TRIDEX CORPORATION
By: /s/ Seth M. Lukash
--------------------------
Seth M. Lukash,
Chairman of the Board,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Seth M. Lukash and Daniel A. Bergeron
each of them, with full power of substitution and full power to act without the
other, his true and lawful attorney-in-fact and agent for him in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as they
or he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.
8
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Seth M. Lukash Chairman of the Board, May 13, 1998
- ------------------ President, Chief
Seth M. Lukash Executive Officer,
Chief Operating Officer
and Director
/s/ Paul J. Dunphy Director May 13, 1998
- ------------------
Paul J. Dunphy
/s/ George T. Crandall Vice President, May 13, 1998
- ---------------------- Treasurer, Controller
George T. Crandall (Principal Accounting
Officer)
/s/ Daniel A. Bergeron Vice President, Chief May 13, 1998
- ---------------------- Financial Officer
Daniel A. Bergeron
/s/ Dennis J. Lewis Director May 13, 1998
- ---------------------
Dennis J. Lewis
/s/ Graham Y. Tanaka Director May 13, 1998
- ---------------------
Graham Y. Tanaka
/s/ Thomas R. Schwarz Director May 13, 1998
- ---------------------
Thomas R. Schwartz
</TABLE>
9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ -------- -----
<S> <C> <C>
4.1 By-laws of the Registrant, as
amended (filed as Exhibit 3.5
to the Registrant's Annual
Report on Form 10-K dated
March 26, 1996, and by this
reference incorporated herein) N/A
4.2 Non-Employee Directors' Stock Plan 11
5 Opinion of Hinckley, Allen &
Snyder 15
23.1 Consent of Price Waterhouse LLP 17
23.2 Consent of Hinckley, Allen &
Snyder (contained in their
opinion filed as Exhibit 5) N/A
24 Powers of Attorney
(included in the signature page
of this Registration Statement)
</TABLE>
10
<PAGE>
Exhibit 4.2
TRIDEX CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK PLAN
This Tridex Corporation Non-Employee Directors' Stock Plan (the "Plan") is
adopted by Tridex Corporation (the "Company") for the purpose of advancing the
interests of the Company by providing compensation and other incentives for the
continued services of the Company's non-employee directors and by attracting and
retaining able individuals to directorships with the Company.
1. Definitions. For purposes of this Plan, the following terms shall have
the meanings set forth below:
"Administrator" means the person(s) appointed by the Board to administer the
Plan as provided in Paragraph 2 hereof.
"Annual Meeting" means the annual meeting of the Company's shareholders.
"Board" means the Board of Directors of Tridex Corporation
"Change of Control" means (i) approval by the Company's shareholders of a
merger in which the Company does not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all or
substantially all the Company's assets, or (ii) any acquisition of voting
securities of the Company by any person or group (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), but excluding (a) the Company or
any of its subsidiaries, (b) any person who was an officer or director of the
Company on the day prior to the Effective Date, or (c) any savings, pension or
other benefits plan for the benefit of employees of the Company or any of its
subsidiaries, which theretofore did not beneficially own voting securities
representing more than 30% of the voting power of all outstanding voting
securities of the Company, if such acquisition results in such entity, person or
group owning beneficially securities representing more than 30% of the voting
power of all outstanding voting securities of the Company. As used herein,
"voting power" means ordinary voting power for the election of directors of the
Company.
"Common Shares" means the Company's common stock, no par value.
"Company" means Tridex Corporation, a Connecticut corporation.
"Effective Date" means the date of the approval of the Plan by the Company's
shareholders.
"Grant Date" means the effective date of a grant of options pursuant to
Paragraph 4(a) hereof.
"Market Value" means the closing price of the Common Shares as reported by
NASDAQ.
"Participant" means a director who has met the requirements of eligibility
and participation described in Paragraph 3 hereof.
11
<PAGE>
2. Administration. The Plan shall be administered by the Administrator. The
Administrator may establish, subject to the provisions of the Plan, such rules
and regulations as it deems necessary for the proper administration of the Plan,
and make such determination and take such action in connection therewith or in
relation to the Plan as it deems necessary or advisable, consistent with the
Plan.
3. Eligibility and Participation.
(a) A non-employee director of the Company shall automatically become a
Participant in the Plan as of the later of (i) the Effective Date, or (ii) the
date of initial election to the Board. A director who is a regular employee of
the Company is not eligible to participate in the Plan.
(b) A Participant shall cease participation in the Plan as of the date the
Participant (i) fails to be re-elected to the Board, (ii) resigns or otherwise
vacates his position on the Board, or (iii) becomes a regular employee of the
Company.
4. Option Awards
(a) Grant of Options. Each person who is a Participant on the Effective Date
shall be awarded a non-qualified option to purchase 10,000 Common Shares
effective as of the Effective Date, at a price equal to the Market Value of
Common Shares on that date. Any person who becomes a Participant after the
Effective Date shall be awarded non-qualified options to purchase 10,000 Common
Shares effective as of the date of the Annual Meeting at which such election
occurs, or if the Participant is first elected to the Board other than at an
Annual Meeting, as of the date of such election, at a price equal to the Market
Value of Common Shares on that date.
Commencing in 1998, on the date of the Company's annual meeting, a
Participant (other than a director who is first elected after June 30 of the
prior year), shall be awarded non-qualified options to purchase 3,000 Common
Shares, effective as of such date, at a price equal to the Market Value of
Common Shares on that date.
(b) Term and Exercisability. All options shall have a term of 10 years and
shall vest in three (3) equal annual installments commencing one year after the
Grant Date. Notwithstanding the foregoing, all options shall become immediately
exercisable upon a Change of Control of the Company. In the event of a Change of
Control, the Board, or the board of directors of any corporation assuming the
obligations of the Company hereunder may, as to outstanding options, upon
written notice to the Participants, provide that all unexercised options must be
exercised within thirty (30) days of the date of such notice or they will be
terminated.
(c) Method of Exercise. An option granted under the Plan may be exercised,
in whole or in part, by submitting a written notice to the Board, signed by the
Participant or such other person who may be entitled to exercise such option,
and specifying the number of Common Shares as to which the option is being
exercised. Such notice shall be accompanied by the payment of the full option
price for such Common Shares, or shall fix a date (not more than ten business
days from the date of such notice) for the payment of the full option price of
the Common Shares being purchased. Payment shall be made in the form of cash,
Common Shares (to the extent permitted by law), or both. A certificate or
certificates for the Common Shares purchased shall be issued by the Company
after the exercise of the option and full payment therefor.
12
<PAGE>
(d) Termination of Directorship. If a Participant fails to be re-elected to
the Board, resigns or otherwise ceases to be a director of the Company for
reasons other than death or disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code), all options granted under this Plan to such
Participant which are not exercisable on such date shall immediately terminate,
and any remaining options shall terminate if not exercised before twenty-four
(24) months following such termination, or at such earlier time as may be
applicable under Paragraph 4(b) above.
If a Participant ceases to be a director of the Company by reason of death
or disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code), all options granted under this Plan to such Participant which are not
exercisable on such date shall become immediately exercisable, and may be
exercised at any time before the expiration of twenty-four (24) months following
the date of death or commencement of disability, or such earlier time as may be
applicable under Paragraph 4(b) above.
(e) Non-transferability. Each option and all rights thereunder shall be
non-assignable and non-transferable by the Participant except, in the event of
the Participant's death, by will or by the laws of descent and distribution;
provided, however, that to the extent that transferability pursuant to the
following provisions would not adversely affect the compliance of the Plan with
Rule 16b-3, this option may also be transferred, for no consideration, by the
Participant to the following transferees ("Transferee"):
(A) a member of the Participant's immediate family. For this purpose,
"immediate family" shall include only brothers and sisters (whether by the whole
or half blood) spouse, parents, and natural or adopted children;
(B) a trust for the benefit of members of the Participant's immediate
family; or
(C) a partnership whose only partners are members of the Participant's
immediate family
if the Transferee shall agree to be subject to the same restrictions and
conditions as relate to the Participant pursuant to the Plan.
In the event of the death of a Participant, the representative or
representatives of the Participant's estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise the Participant's
options in whole or in part, or in the event of transfer, the Transferee, may
exercise the option prior to the expiration of the applicable exercise period,
as specified in Paragraph 4(d) above.
(f) No Rights as Shareholder. A Participant shall have no rights as a
shareholder with respect to any Common Shares subject to the option prior to the
date of issuance of a certificate or certificates for such Common Shares.
(g) Compliance with Securities Laws. Options granted and Common Shares
issued by the Company upon exercise of options shall be granted and issued only
in full compliance with all applicable securities laws, including laws, rules
and regulations of the Securities and Exchange Commission and applicable state
Blue Sky Laws. With respect thereto, the Board may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
13
<PAGE>
5. Shares Subject to the Plan.
(a) The Common Shares to be issued and delivered by the Company upon the
exercise of options under the Plan may be either authorized but unissued shares
or treasury shares of the Company.
(b) The aggregate number of Common Shares of the Company which may be issued
under the Plan shall not exceed 100,000 shares; subject, however, to the
adjustment provided in Paragraph 6 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the effective date of
this Plan.
(c) Common Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for issuance under this Plan.
6. Share Adjustments. In the event there is any change in the Company's
Common Shares resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, equitable
proportionate adjustments shall automatically be made without further action by
the Board or Administrator in (i) the number of Common Shares available for
award under this Plan, (ii) the number of Common Shares subject to options
granted under this Plan, and (iii) the option price of options granted under
this Plan.
7. Amendment or Termination. The Board may terminate this Plan at any time,
and may amend the Plan at any time or from time to time; provided, however, that
the Plan shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder; and further provided that any
amendment that would increase the aggregate number of Common Shares that may be
issued under the Plan, materially increase the benefits accruing to Participants
under the Plan, or materially modify the requirements as to eligibility for
participation in the Plan shall be subject to the approval of the Company
shareholders to the extent required by Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, or any other governing rules or regulations except that
such increase or modification that may result from adjustments authorized by
Paragraph 6 does not require such approval. If the Plan is terminated, any
unexercised option shall continue to be exercisable in accordance with its
terms.
8. Company Responsibility. All expenses of this Plan, including the cost of
maintaining records, shall be borne by the Company.
9. Implied Consent. Every Participant, by acceptance of an award under this
Plan, shall be deemed to have consented to be bound, on his or her own behalf
and on behalf of his or her heirs, assigns, and legal representatives, by all of
the terms and conditions of this Plan.
10. Connecticut Law to Govern. This Plan shall be construed and administered
in accordance with and governed by the laws of the State of Connecticut.
14
<PAGE>
Exhibit 5
May 11, 1998
Tridex Corporation
61 Wilton Road
Westport, Connecticut 06880
RE: Registration Statement on Form S-8 for Non-Employee Directors Stock Plan
Gentlemen:
We have acted as counsel to Tridex Corporation, a Connecticut corporation
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission relating to 100,000 shares of the Company's common stock, no
par value per share (the "Common Stock"), issuable under the Tridex Corporation
Non-Employee Directors Stock Plan (the "Plan").
In connection with this opinion, we have examined the Company's Articles of
Incorporation, the bylaws of the Company, as amended, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock, the Plan and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In
15
<PAGE>
giving such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
16
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Tridex Corporation Non-Employee Directors'
Stock Plan of our report dated February 13, 1998, which appears on page 13 of
Tridex Corporation's Annual Report on Form 10-K for the year ended December
31, 1997.
Price Waterhouse LLP
Hartford, Connecticut
May 12, 1998
17
