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As filed with the Securities and Exchange Commission
on July 8, 1997
File No. 33-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) (Zip Code)
Consulting Agreement with Summit Marketing
and Public Relations, Inc.
Ron C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0996
(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_
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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 15,000 $ .69 (1) $ 10,350.00
20,000 $1.25 (1) $ 25,000.00
20,000 $1.75 (1) $ 35,000.00 $107.00
40,000 $3.00 (1) $120,000.00
40,000 $4.00 (1) $160,000.00
(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 __ of the
sequential numbering system.
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 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 then 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
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 2665, 415 Clifton Avenue,
Clifton, New Jersey, 07015.
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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.
ITEM 8. Exhibits.
5.1 Opinion of Jeffrey D. Marks, Esq., P.C., regarding the
legality of the securities being offered hereby.
24.1 Consent of Arthur Andersen, L.L.P.
24.2 Consent of Jeffrey D. Marks, Esq., P.C. (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.
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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 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.
(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.
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 the requirements for filing a Form S-8 and has duly
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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 7TH day of July, 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
_________________ Chairman of the Board ________________
James Q. Maloy and Director
S/ Ronald C. Byer President, Chief 7/1/97
Ronald C. Byer Executive Officer
and Director
S/ George Powch Director 7/8/97
George Powch
S/ Irwin Dorros Director 7/1/97
Irwin Dorros
S/ W.H.Highleyman Director 7/1/97
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., P.C.,
regarding the legality of the
securities being offered hereby. 9
24.1 Consent of Arthur Andersen, L.L.P. 12
24.2 Consent of Jeffrey D. Marks, Esq., P.C.,
(contained in Exhibit 5.1)
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EXHIBIT 5.1
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July 7, 1997
Vertex Industries, Inc.
23 Carol Street
P.O. Box 996
Clifton, New Jersey 07014-0996
RE: S-8 for 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 135,000 shares of your
Common Stock (the "Stock") issuable pursuant to the Consulting
Agreement with Summit Marketing & Public Relations, Inc. (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
authenticity, accuracy and completeness of the 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.
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I have not undertaken, nor do I intend to undertake, any
independent investigation beyond 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.
I express no 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 any 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
JDM/cmr
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EXHIBIT 24.1
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ARTHUR ANDERSEN LLP
EXHIBIT 24.1
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, 1996 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.
ARTHUR ANDERSEN LLP
Roseland, New Jersey S/ Arthur Andersen LLP
July 3, 1997
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