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 (FEE REQUIRED)
For the fiscal year ended July 31, 1996
Commission file number 0-15066
VERTEX INDUSTRIES, INC.
(Exact name of registrant as specified in its charter
New Jersey 22-2050350
(State of incorporation) (I.R.S. Employer Identification No.)
23 Carol Street, Clifton, New Jersey 07014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 777-3500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.005 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this form
10-K or any amendment to this Form 10-K. ______
As of October 16, 1995 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $4,035,665 (based upon the mean between
the highest and lowest bid prices of the common stock as reported on the
NASDAQ system as of October 16, 1995).
As of October 16, 1995 the registrant had 5,094,507 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Exhibits to Registrant's Registration Statement on Form S-18
(No. 33-897-NY) filed under the Securities Act of 1933, as amended and
effective June 2, 1986, its Registration Statement on Form 8-A filed
under the Securities Act of 1934 as amended, its Annual Reports on Form
10-K filed on or about October 31, 1986 through October 31, 1992 and
Current Reports filed on Form 8-K dated January 14, 1987 and July 22,
1987, and Registration Statements on Form S-8 filed on November 2, 1992,
March 1, 1993, March 24, 1993, April 27, 1993, October 2, 1993,
October 22, 1993, February 25, 1994, and September 23, 1994, and
S-4 filed on July 20, 1994.
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PART IV
Item 14. Exhibits, Financial Statements, Schedules and reports on
Form 8-K
(a) The following documents are filed as a part of this report:
3. Exhibits:
The following list of exhibits are incorporated by reference
from the Registrant's Registration Statement filed under the securities
act of 1933, as amended (File No. 33-897-NY) and those filed pursuant to
Registration Statement on Form 8-A under the Securities Exchange Act of 1934.
1.1 Form of Underwriter's Warrant Agrement and Warrant
2.1 Form of Common Stock Certificate
3.1 Articles of Incorporation and Amendment
3.2 Amended By-laws (See also Registration Statement on Form
8A referred to above)
5.1 Opinion of Cascone & Rapaport, including its consent
10.1 Assets Purchase Agreement between the Registrant
and Identicon Corp. dated April 25, 1983
10.2 Assets Purchase Agreement between the Registrant
and Amp Incorporated dated June 2, 1983
10.3 License Agreement between the Registrant and Speed
Queen Company dated March 16, 1985 and amendment
thereto dated April 8, 1986
10.4 Distributor Agreement between the Registrant and Saab
Automation AB dated September 4, 1984 and amended June 17,
1986
10.5 Incentive Stock Option Plan dated October 10, 1985
and Form of Agreement
10.6 Union Contract between the Registrant and Local 2262
of New Jersey dated November 6, 1984
10.9 Lease between the Registrant and Ninth Avenue
Equities Co., dated May 9, 1983
10.10 Agreements between the Registrant and Robert L.
Richardson dated August 1, 1981
10.11 Agreement between the Registrant and Calvin S.
Wesley dated December 20, 1984
10.12 Promissory Notes of the Registrant issued to Messrs.
Maloy and Byer dated December 15 and 16, 1975
10.13 Forms of Agreement between the Registrant and its
Sales Representatives
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10.14 Purchase Agreement between Vertex, VBM dated December 18,
1986 and Dicom, dated November, 1986, Amendment and
certain scheduled thereto
10.15 Purchase Agreement between Vertex and CTSI and certain
schedules thereto
10.16 401 (k) Retirement and Savings Plan dated August 1, 1985
10.17 OEM Agreement between Vertex and Scientific Games
Inc. dated November 2, 1987
10.18 Employment Agreement between the Registrant and
Carlo Pastore dated May 14, 1993
10.19 Employment Agreement between the Registrant and
Kevin R. Halloran dated May 19, 1993
10.19 Lease Agreement between the Registrant and
KHIP Associates dated August 20, 1993.
10.20 Asset Purchase Agreement between Vertex Industries, Inc.
and CTSI dated May 1, 1993.
10.21 Sublease Agreement between the Registrant and
Thea & Schoen, Inc. dated May 20, 1993.
10.22 Consulting Agreement between the Registrant and
Kearney Systems, Inc. dated September 24, 1993
10.22 Royalty Agreement Between the Registrant and
Kearney Systems, Inc. dated September 24, 1993
10.23 Commission Agreement between the Registrant and
Tri-State Telecomputers, Inc. dated June 7, 1993
10.24 Termination Agreement between the Registrant and
Carlo Pastore dated October 6, 1995.
10.25 Sublease Agreement between the Registrant and Thea
& Schoen, Inc. dated October 12, 1995.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fiscal year
ended July 31, 1995.
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Pursuant to the requirements of Section 13 or 15 (d) of
the Securities Exchange Act 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: June , 1996 VERTEX INDUSTRIES, INC.
s/Ronald C. Byer
------------------------
President
Pursuant to the requirements by the Securities Exchange
Act of 1934, this report has been signed by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated:
June , 1996
-------------------------
Chairman of the Board,
and Director
June , 1996 s/Ronald C. Byer
-------------------------
Chief Executive Officer,
President and Director
June , 1996 s/Irwin Dorros
-------------------------
Director
June , 1996 s/Wilbur Highleyman
-------------------------
Director
June , 1996 s/George Powch
-------------------------
Director
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