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23 Carol Street
Clifton, New Jersey 07014
VERTEX INDUSTRIES, INC.
INFORMATION STATEMENT
(Supplement)
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS AMENDED INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT REQUESTED
TO SEND THE COMPANY A PROXY
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August 24, 1999
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This Supplemental Information Statement is being mailed on or
about August 25, 1999 to holders of record at the close of
business on August 24, 1999 of shares of Common Stock, $.005 per
share ("VTX Common Stock"), of Vertex Industries, Inc. (the
"Company"). It is being furnished as a supplement to the
Information Statement that was mailed on or about July 2, 1999
(the "Information Statement") to holders of record at the close of
business on July 1, 1999 of VTX Common Stock (such Information
Statement is hereby incorporated by reference) in connection with
the appointment to the Company's Board of Directors, other than at
a meeting of the Company's stockholders, of six new directors
consisting of three individuals designated by Edwardstone &
Company, Incorporated, a Delaware corporation ("Edwardstone"), and
three individuals designated by MidMark Capital, L.P., a Delaware
limited partnership ("MidMark"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto
in the Information Statement.
Other than as set forth herein, there has been no material
change in the information set forth in the Information Statement.
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CHANGE OF CONTROL
On August 23, 1999, the Company, Edwardstone and MidMark entered
into Amendment No. 1 to the Subscription Agreement, whereby
Edwardstone agreed to increase the number of shares of VTX Common
Stock to be purchased from the Company from four million four
hundred forty nine thousand six hundred forty two (4,449,642) to
five million five hundred eighteen thousand sixty four (5,518,064)
and MidMark agreed to increase the number of shares of VTX Common
Stock to purchase from the Company from four million (4,000,000)
to four million nine hundred thirty one thousand five hundred
seventy eight (4,931,578). The consideration to be paid by
Edwardstone and its affiliates for such shares will be $5,000,000
and the consideration to be paid by MidMark for such shares will
be $5,000,000. The Shares represent 69% of the 16,896,121 VTX
Common Stock that will be outstanding after the consummation of
the transaction. Such purchase will occur on a date that is at
least 10 days after the date of this Amended Information
Statement.
VERTEX INDUSTRIES, INC.
August 24, 1999
NY1:#3227889v2
