SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Vertex Interactive, Inc.
(Name of Issuer)
Common Stock, $.005 Par Value
(Title of Class of Securities)
925322109
(CUSIP Number)
NICHOLAS R. H. TOMS
262 WEST 12TH STREET
NEW YORK, NEW YORK 10014
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
Jeffrey D. Marks, Esq.,
Law Offices of Jeffrey D. Marks, Esq.
415 Clifton Avenue
Clifton, New Jersey 07015
(973)253-8855
September 23, 1999
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
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SCHEDULE 13D
CUSIP No. 925322109 Page 1 of 5 Pages
_________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Nicholas R.H. Toms
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(c) [ ]
________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,226,610
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY _______________________________________________
EACH 9 SOLE DISPOSTIVE POWER
REPORTING 1,226,610
PERSON WITH 10 SHARED DISPOSITIVE POWER
_________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,226,610
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5
14 TYPE OF REPORTING PERSON
IN
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INTRODUCTION
This statement on Schedule 13D (the "Statement") constitutes
the initial filing by Nicholas R.H. Toms ("Mr. Toms") with
respect to the beneficial ownership of shares of common stock,
par value $.005 per share (the "Common Stock") of Vertex
Interactive, Inc., a New Jersey corporation. (the "Company")
(formerly Vertex Industries, Inc.)
This Statement is being filed by Mr. Toms.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this
Statement on Schedule 13D relates is the common stock, par value
$.005 per share (the "Common Stock"), of Vertex Interactive,
Inc., a New Jersey corporation (the "Company"). The address of
the Company's principal executive office is 23 Carol Street, P.O.
Box 996, Clifton, New Jersey 07014.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Nicholas R.H. Toms, (the
"Reporting Person") whose business address is c/o Vertex
Interactive, Inc., 23 Carol Street, Clifton, New Jersey 07014.
Mr. Toms is presently Joint Chairman of the Board and Joint Chief
Executive Officer of Vertex Interactive, Inc.
Mr. Toms is a citizen of the United Kingdom.
During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Edwardstone & Company, a Delaware Corporation, located at
600 Madison Avenue, 26th Floor, New York, New York, initially
acquired 5,449,642 shares of Common Stock pursuant to a
Subscription Agreement, dated as of June 21, 1999 as amended on
August 23, 1999 and September 13, 1999, by and among Edwardstone,
MidMark Capital, L.P., a Delaware limited partnership ("MidMark")
and the Company. The Subscription Agreement is attached as
Exhibits 1, 2, and 3 to the 13D filed by Edwardstone on or about
September 27, 1999. Such shares were purchased by Edwardstone
with the working capital of Edwardstone and a $250,000 personal
loan acquired by Mr. Toms, the Chief Executive Officer of
Edwardstone, from Bank of America, at an aggregate cost of
$5,000,000. On September 23, 1999, Edwardstone distributed
Common shares it had acquired on behalf of its investor group,
to each member of the group as his, her or its interests appeared
on such date. Mr. Toms acquired 1,101,610 shares as his
distributed interest from Edwardstone.
On January 3, 2000, Mr. Toms was granted 125,000 options to
purchase 125,000 shares of Common Stock at a price of $3.85, that
price being 110% of the closing price of the shares of Common
Stock on that day. The options fully vested when the share price
appreciated 25% over $3.50 (the closing share price on January 3,
2000) for a period of 20 trading days. That occurred on February
18, 2000 and the options are now fully vested.
ITEM 4. PURPOSE OF TRANSACTION
On September 23, 1999, Edwardstone distributed Common shares
it had acquired on behalf of its investor group, to each member
of the group as his, her or its interests appeared on such date.
Mr. Toms acquired his 1,101,610 shares as his distributed
interest from Edwardstone.
On January 3, 2000, Mr. Toms was granted 125,000 options to
purchase 125,000 shares of Common Stock at a price of $3.85, that
price being 110% of the closing price of the shares of Common
Stock on that day. The options fully vested when the share price
appreciated 25% over $3.50 (the closing share price on January 3,
2000) for a period of 20 trading days. That occurred on February
18, 2000 and the options are now fully vested.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Toms beneficially owns 1,226,610 shares of Common
Stock.
(b) Mr. Toms has the sole power to vote, direct the voting
of, dispose of and direct the disposition of 1,226,610
shares of Common Stock of the Company.
(c) Except as described in paragraph (a) above, the
Reporting Person, has not effected any transactions in
the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, the Reporting Person has no
contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of
the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the Reporting Person, such person or entity certifies
that the information set forth in this Schedule 13D is true,
complete and correct and agrees that this statement is filed on
behalf of them.
Dated: April 6, 2000
/s/ Nicholas R.H. Toms
Name: Nicholas R.H. Toms
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