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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) (Zip Code)
Retainer Agreement with the Law Offices of Jeffrey D. Marks, Esq.
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 20,000 $.375(1) $7,500 $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, 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.
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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 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
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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.
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
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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
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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 Arthur Andersen, L.L.P. 12
242. Consent of Jeffrey D. Marks, Esq.
(contained in Exhibit 5.1)
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EXHIBIT 5.1
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June 17, 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 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.
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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 Marks
JEFFREY D. MARKS, ESQ.
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 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
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