<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 INTERACTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
State of New Jersey 22-2050350
(State or Other Jurisdiction of) (IRS Employer ID No.)
Incorporation or Organization)
23 Carol Street, Clifton, New Jersey 07014-0996
(Address of Principal, Executive Offices) (Zip Code)
Agreement with Strategic Growth International, Inc. dated January 24, 2000
Agreement with bcBlueprint dated January 25, 2000
Retainer Agreement with Law Office of Jeffrey D. Marks, Esq. P.C.
dated February 28, 2000
Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated May 4, 2000
Agreement with Kirby Simmonds International dated January 14, 2000
Directors Option Agreements with Gregory N. Thomas, Joseph R. Robinson,
Wayne L.Clevenger and Denis Newman dated January 3, 2000
Employees Option Agreements with Nicholas R. Toms and Hugo Biermann dated
January 3, 2000
Ronald C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0996
(973) 777-3500
(Name and Address of Agent for Service)
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
(1)
<PAGE>
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 800,000 $6.6875(1) $5,350,000 $1,412
Common Stock 30,000 $6.6875(1) 200,625 53
Common Stock 16,000 $6.6875(1) 107,000 28
Common Stock 5,500 $6.6875(1) 36,781 10
Common Stock 15,191 $6.6875(1) 101,590 27
Common Stock 400,000 $6.6875(1) 2,675,000 706
Common Stock 800,000 $6.6875(1) 5,350,000 1,412
(1) Calculated pursuant to Rule 457(h).
Page 1 of 21 contained in the sequential numbering system.
The Exhibit Index may be found on Page 8 of the sequential numbering
system.
(2)
<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, 1999,
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, including the
Company's Transition Report on Form 10-K for the period ended September
30, 1999 and the Company's Quarterly Reports on Form 10-Q for the quarter
ended December 31, 1999, and the quarter ended March 31, 2000.
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 Securities Exchange Act
of 1934.
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 can purchase and maintain liability insurance for those
persons as, and to the extent permitted by, Section 14A:3-5 of the Act.
(3)
<PAGE>
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 Law Offices of Jeffrey D. Marks, Esq., P.C.
24.1 Consent of Ernst & Young LLP.
24.2 Consent of Sax Macy Fromm & Co.
24.3 Consent of Arthur Andersen LLP
24.4 Consent of ATM Consult GmbH Wirtschaftspruefungsgesellschaft
24.5 Consent of Ernst & Young
24.6 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
(4)
<PAGE>
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 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.
(5)
<PAGE>
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 of
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 23rd day of May, 2000.
VERTEX INTERACTIVE, 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/ Hugo H. Biermann Joint Chairman of the Board May 23, 2000
Hugo H. Biermann Joint Chief Executive Officer
and Director
/s/ Nicholas R.H. Toms Joint Chairman of the Board May 23, 2000
Nicholas R.H. Toms Joint Chief Executive Officer
and Director
/s/ Ronald C. Byer President and Director May 23, 2000
Ronald C. Byer
/s/ Wayne L. Clevenger Director May 23, 2000
Wayne L. Clevenger
/s/ Denis Newman Director May 23, 2000
Denis Newman
/s/ George Powch Director May 20, 2000
George Powch
/s/ Joseph R. Robinson Director May 23, 2000
Joseph R. Robinson
/s/ Gregory N. Thomas Director May 23, 2000
Gregory N. Thomas
/s/ Otto Leistner Director May 23, 2000
Otto Leistner
(6)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
VERTEX INTERACTIVE, INC.
(7)
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
5.1 Opinion of Law Offices of
Jeffrey D. Marks, Esq., P.C. 10
24.1 Consent of Ernst & Young LLP 13
24.2 Consent of Sax Macy Fromm & Co. 15
24.3 Consent of Arthur Andersen LLP 17
24.4 Consent of ATM Consult GmbH
Wirtschaftspruefungsgesellschaft 19
24.5 Consent of Ernst & Young 21
24.6 Consent of Jeffrey D. Marks, Esq. 10
(contained in Exhibit 5.1)
(8)
<PAGE>
EXHIBIT 5.1
(9)
<PAGE>
(Letterhead of Law Offices of Jeffrey D. Marks, Esq., P.C.)
May 19, 2000
Vertex Interactive, Inc.
23 Carol Street
Clifton, New Jersey 07014
RE: Form S-8 Registration Statement
Vertex Interactive, Inc.
Ladies and 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 up to 2,066,691 shares of your Common Stock (the "Stock")
issuable pursuant to your Agreement with Strategic Growth International,
Inc. dated January 24, 2000, your Agreement with bcBlueprint dated
January 25, 2000, your Retainer Agreement with the Law offices of Jeffrey
D. Marks, Esq. P.C. dated February 28, 2000, your Agreement with the Law
offices of Jeffrey D. Marks, Esq. P.C. dated May 4, 2000, your Agreement
with Kirby Simmonds International dated January 14, 2000, your Directors
Option Agreements dated January 3, 2000 and your Employees Option
Agreements with Nicholas R. Toms and Hugo Biermann dated January 3, 2000.
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; and
5. The form of Plans.
(10)
<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 Plans, subject to effectiveness of the Registration Statement
and compliance with applicable blue sky laws, and execution of the Plans
in the form referred to herein, when issued under the Plans, will be duly
and validly authorized, fully paid and non-assessable.
I express no 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 (iv) 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,
LAW OFFICES OF
JEFFREY D. MARKS, ESQ., P.C.
/s/ Law Offices of Jeffrey D. Marks, Esq., P.C.
JDM/cmr
(11)
<PAGE>
EXHIBIT 24.1
(12)
<PAGE>
Exhibit 24.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Vertex Interactive, Inc.
Agreement with Strategic Growth International, Inc. dated January 24,
2000, Agreement with bcBlueprint dated January 25, 2000, Retainer
Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated February
28, 2000, Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated
May 4, 2000, Agreement with Kirby Simmonds International dated January 14,
2000, Directors Option Agreements with Gregory N. Thomas, Joseph R.
Robinson, Wayne L. Clevenger and Denis Newman dated January 3, 2000 and
Employees Option Agreements with Nicholas R. Toms and Hugo Biermann dated
January 3, 2000, of our report dated January 10, 2000, with respect to the
consolidated financial statements and schedule of Vertex Industries, Inc.
(presently "Vertex Interactive, Inc.") as of September 30, 1999 and for
the two months then ended included in its Transition Report (Form 10-K)
for the period ended September 30, 1999, filed with the Securities and
Exchange Commission.
/s/Ernst & Young LLP
MetroPark, New Jersey
May 19, 2000
(13)
<PAGE>
EXHIBIT 24.2
(14)
<PAGE>
(Letterhead Sax Macy Fromm & Co., PC)
Consent of Independent Public Accountants
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated September 16, 1999 (except for
Note 1 as to which the date is September 27, 1999 and Note 3 as to which
the date is January 10, 2000) on our audits of the financial statements
and financial statement schedule of Vertex Industries, Inc. as of and for
the years ended July 31, 1999 and 1998 included in its Transition Report
(Form 10-K) for the period ended September 30, 1999.
/s/ Sax Macy Fromm & Co., PC
Sax Macy Fromm & Co., PC
Certified Public Accountants
Clifton, New Jersey
May 19, 2000
(15)
<PAGE>
EXHIBIT 24.3
(16)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Vertex Interactive, Inc. and Subsidiaries:
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.'s Form 10-K for the year ended
July 31, 1997 and the Transition Report on Form 10-K for the period ended
September 30, 1999 and to all references to our Firm included in this
registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 19, 2000
(17)
<PAGE>
EXHIBIT 24.4
(18)
<PAGE>
Exhibit 24.4
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Vertex Interactive, Inc.
Agreement with Strategic Growth International, Inc. dated January 24,
2000, Agreement with bcBlueprint dated January 25, 2000, Retainer
Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated February
28, 2000, Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated
May 4, 2000, Agreement with Kirby Simmonds International dated January 14,
2000, Directors Option Agreements with Gregory N. Thomas, Joseph R.
Robinson, Wayne L. Clevenger and Denis Newman dated January 3, 2000 and
Employees Option Agreements with Nicholas R. Toms and Hugo Biermann dated
January 3, 2000, of our report dated December 2, 1999, with respect to the
consolidated financial statements of ICS International AG Identcode-
Systeme included in Vertex Industries, Inc.'s (presently "Vertex
Interactive, Inc.") Current Report on Form 8-K/A dated September 22, 1999,
filed with the Securities and Exchange Commission on December 6, 1999.
/s/ ATM Consult GmbH
Wirtschaftspruefungsgesellschaft
Eschborn/Taunus/Germany
May 19, 2000
(19)
<PAGE>
EXHIBIT 24.5
(20)
<PAGE>
Exhibit 24.5
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Vertex Interactive, Inc.
Agreement with Strategic Growth International, Inc. dated January 24,
2000, Agreement with bcBlueprint dated January 25, 2000, Retainer
Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated February
28, 2000, Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated
May 4, 2000, Agreement with Kirby Simmonds International dated January 14,
2000, Directors Option Agreements with Gregory N. Thomas, Joseph R.
Robinson, Wayne L. Clevenger and Denis Newman dated January 3, 2000 and
Employees Option Agreements with Nicholas R. Toms and Hugo Biermann dated
January 3, 2000, of our report dated December 2, 1999, with respect to the
combined financial statements of Portable Software Solutions Limited
included in Vertex Industries, Inc.'s (presently "Vertex Interactive,
Inc.") Current Report on Form 8-K/A dated September 22, 1999, filed with
the Securities and Exchange Commission on December 6, 1999.
/s/Ernst & Young
Reading, England
May 19, 2000
(21)
<PAGE>
