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This is a confirming copy of the S-8 form previously filed
with the S.E.C. on January 3, 1996
As filed with the Securities and Exchange Commission
on ________________________
File No. 33-________________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
VERTEX INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of New Jersey 22-2050350
(State or Other Jurisdiction (IRS Employer ID No.)
of Incorporation or Organization)
23 Carol Street, Clifton, New Jersey 07014-0096
(Address of Principal Executive Offices)(Zip Code)
Termination Agreement with CARLO PASTORE
Ron C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0096
(201) 777-3500
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line: X
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregrate Amount of
to be to be Price Offering Registration
Registered Registered Per share Price Fee
Common Stock 35,000 1.25(1) $43,750 $100.00
(1) Calculated pursuant to Rule 457(h).
Page 1 of 12 pages contained in the sequential numbering system.
The Exhibit Index may be found on Page 7 of the
sequential numbering system.
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ITEM 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into the Registration
Statement:
The Company's Annual Report on Form 10-K for the year ended July 31, 1995,
and all other reports filed pursuant to section 13(a) or 15(d) since the end
of the year covered by above annual report.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby remaining unsold shall be deemed
to be to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
such statement is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or contained in this
Registration Statement.
The description of the Company's common stock which is contained in the
Company's Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating such description.
ITEM 4. Description of Securities.
Securities are registered under Section 12 of the Exchange Act.
ITEM 5. Interest of Named Experts and Counsel.
The validity of the issuance of the securities registered pursuant to
this Registration Statement is being passed upon for the Company by
Jeffrey D. Marks, Esq., P.C., P.O. Box 1896, 30 Howe Avenue, Suite 202,
Passaic, New Jersey 07055.
ITEM 6. Indemnification of Directors and Officers.
Section 14A:3-5 of the Business Corporation Act of New Jersey (the Act )
provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those
persons as, and to the extent permitted by Section 14A:3-5 of the Act.
The Company's Certificate of Incorporation limits directors' liability
for monetary damages for breaches of their duties of care owed the
Company to the fullest extent permitted by New Jersey law.
ITEM 7. Exemption from Registration Claimed.
Does not apply.
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ITEM 8. Exhibits.
5.1 Opinion of Jeffrey D. Marks, Esq. regarding the legality of the
securities being offered hereby.
24.1 Consent of Sax, Macy, Fromm & Co., P.C.
24.2 Consent of Jeffrey D. Marks, Esq. (contained in Exhibit 5.1)
ITEM 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) 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;
(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 (1)(a)(i) and (1)(a)(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.
(b) That, for the purpose 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 benefit offering thereof.
(2) 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 Plan.
(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial benefit offering thereof.
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(4) 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 Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are 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.
(5) 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 requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing a 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 Clifton, State of New Jersey, on the 14th
day of November, 1995.
Vertex Industries, Inc.
BY: S/Ronald C. Byer
Ronald Byer, President
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.
Signature Title Date
S/James Q. Maloy Chairman of the Board, November 27, 1995
James Q. Maloy and Director
S/Ronald C. Byer President, Chief November 14, 1995
Ronald C. Byer Executive Officer,
and Director
S/G.A. Powch Director December 12, 1995
George Powch
S/Irwin Dorros Director November 16, 1995
Irwin Dorros
S/W. H. Highleyman Director November 22, 1995
Wilbur Highleyman
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
VERTEX INDUSTRIES, INC.
EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
5.1 Opinion of Jeffrey D. Marks, Esq.,
regarding the legality of the
securities being offered hereby. 9
24.1 Consent of Sax, Macy, Fromm and Co.,
P.C. 12
24.2 Consent of Jeffrey D. Marks, Esq.
(contained in Exhibit 5.1)
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EXHIBIT 5.1
November 2, 1995
Vertex Industries, Inc.
23 Carol Street
P.O. Box 996
Clifton, New Jersey 07014-0996
Re: S-8 Vertex Industries, Inc.
Gentlemen:
At your request, I have examined the form of Registration Statement No.,
33-_____________________________, which you are filing with the Securities
and Exchange Commission, on Form S-8 (the Registration Statement ), in
connection with the registration under the Securities Act of 1933, as
amended, of 35,000 shares of your Common Stock (the Stock) issuable
pursuant to the Termination Agreement with CARLO PASTORE (the "Plan").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company
as are specifically described below. In my examination, I have assumed
the genuineness of all signatures, the authentically, accuracy and
completeness of the documents submitted to me as originals, and the
conformity with the original documents submitted to me as originals,
and the conformity with the original documents of all documents submitted
to me as copies. My examination was limited to the following documents
and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors of the
Company authorizing the Plan and the issuance of the Stock;
4. The Registration Statement;
5. The form of Plan.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond any such documents and records, or to verify the adequacy
or accuracy of such documents and records.
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Based on the foregoing, it is my opinion that the Stock to be issued
under the Plan, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Plan in the
form referred to herein, when issued under the Plan, will be duly and validly
authorized, fully paid and non-assessable.
I express my opinion as to compliance with the securities or blue sky
laws of any state in which the Stock is proposed to be offered and sold or
as to the effect, if any, which non-compliance with such laws might have on
the validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying
or establishing eligibility for an exemption from registration or
qualification of the Stock described in the Registration Statement
in connection with the offering described therein. Other than as provided in
the preceding sentence, this opinion (i) is addressed solely to you, (ii) may
not be relied upon by any other party, (iii) covers only matters of New Jersey
and federal law and nothing in this opinion shall be deemed to imply any
opinion related to the laws of any other jurisdiction, (iv) may not be quoted
or reproduced or delivered by you to any other person, and (v) may not be
relied upon for any other purpose whatsoever. Nothing herein shall be deemed
to relate to or constitute an opinion concerning matters not specifically set
forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term expert as used in Section 11 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
S/Jeffrey D. Marks
JEFFREY D. MARKS, ESQ.
JDM/mg
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EXHIBIT 24.1
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CONSENT
We consent to the incorporation by reference in this Registration
Statement Under the Securities Act 1933, of Vertex Industries, Inc.
on Form S-8 of our report dated October 3, 1995, on the consolidated
financial statements of Vertex Industries, Inc. and Subsidiaries as
of July 31, 1995, appearing in the Annual Report on Form 10K for the
year then ended, and to the use of our name and the statements with
respect to us as appearing under the heading "Experts" in the Form
S-8.
S/Sax Macy Fromm & Co., PC
Sax Macy Fromm & Co., PC
Certified Public Accountants
Clifton, New Jersey
November 6, 1995
