<PAGE>
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 07014-0996
(Address of Principal Executive Offices) (ZipCode)
Employment Agreement with Robert Morsch
Ronald C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0096
(973) 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 70,000 $ .68(1) $47,600 $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.
1
<PAGE>
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, 1997, 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 the Law Offices of Jeffrey D. Marks, Esq., P.C., 415
Clifton Avenue, Clifton, New Jersey, 07015.
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.
2
<PAGE>
ITEM 8. Exhibits.
5.1 Opinion of Jeffrey D. Marks, Esq., 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. (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.
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
3
<PAGE>
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.
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 24th day of June, 1998.
VERTEX INDUSTRIES, INC.
BY: s/Ronald C. Byer
RONALD C. BYER, PRESIDENT
4
<PAGE>
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 June 24, 1998
James Q. Maloy and Director
s/Ronald C. Byer President, Chief June 24, 1998
Ronald C. Byer Executive Officer
and Director
s/George Powch Director July 7, 1998
George Powch
s/Irwin Dorros Director June 24, 1998
Irwin Dorros
s/W.H. Highleyman Director June 24, 1998
Wilbur Highleyman
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________
VERTEX INDUSTRIES, INC.
6
<PAGE>
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 Arthur Andersen, L.L.P. 12
242. Consent of Jeffrey D. Marks, Esq.
(contained in Exhibit 5.1)
7
<PAGE>
EXHIBIT 5.1
8
<PAGE>
June 18, 1998
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
70,000 shares of your Common Stock (the "Stock") issuable pursuant
to the Employment Agreement with Robert Morsch.
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.
9
<PAGE>
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.
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
10
<PAGE>
EXHIBIT 24.1
11
<PAGE>
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
report dated October 7, 1997 included in Vertex Industries, Inc.
Form 10-K for the year ended July 31, 1997 and to all references
to our Firm included in this registration statement.
S/Arthur Andersen LLP
Arthur Andersen LLP
July 6, 1998
Roseland, New Jersey
12
<PAGE>
