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As filed with the Securities and Exchange Commission
on ________________________
File No. _______________________
_________________________________________________________________
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 07014-0996
(Address of Principal Executive Offices)(ZipCode)
Retainer Agreement with the Law Offices of Jeffrey D. Marks, Esq.
Ronald 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 Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 20,000 $1.00(1) $20,000 $100.00
(1) Calculated pursuant to Rule 457(h).
Page 1 of 12 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,
1996, and all other reports filed pursuant to section 13(a) or 15(d)
since the end of the year covered by the 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 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 suspended 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.
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ITEM 7. Exemption from Registration Claimed.
Does not apply.
ITEM 8. Exhibits.
5.1 Opinion of Jeffrey D. Marks, Esq., regarding the legality of
the securities being offered hereby.
24.1 Consent of Independent Public Accountants
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 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.
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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.
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 the 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 15th day of January, 1997.
VERTEX INDUSTRIES, INC.
BY: /S RONALD C. BYER
RONALD C. 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 January 15, 1997
James Q. Maloy and Director
/S RONALD C. BYER President, Chief January 15, 1997
Ronald C. Byer Executive Officer
and Director
/S GEORGE POWCH Director January 15, 1997
George Powch
/S IRWIN DORROS Director January 15, 1997
Irwin Dorros
/S WILBUR HIGHLEYMAN Director January 15, 1997
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.
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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 Independent Public Accountants 12
24.2 Consent of Jeffrey D. Marks, Esq.
(contained in Exhibit 5.1)
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EXHIBIT 5.1
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January 15, 1997
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 20,000 shares of your Common
Stock (the "Stock") issuable pursuant to the Retainer Agreement with the
Law Offices of Jeffrey D. Marks, Esq., P.C.
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 authenticity,
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 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.
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.
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I express my opinion as to the 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 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/cmr
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EXHIBIT 24.1
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Arthur
Andersen
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated October 11, 1997 included in Vertex Industries, Inc. Form 10-K for
the year ended July 31, 1996 and to all references to our firm included
in this registration statement.
S/Arthur Andersen LLP
Arthur Andersen LLP
Roseland, New Jersey
January 20, 1997
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