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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
[ ] Definitive Information Statement
Vertex Interactive, Inc.
(Name of Registrant As Specified In Charter)
--------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
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VERTEX INTERACTIVE, INC.
23 Carol Street
Clifton, New Jersey 07014
INFORMATION STATEMENT
(Preliminary)
December , 2000
PURSUANT TO SECTION 14c OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
RULE 14c AND SCHEDULE 14C THEREUNDER
GENERAL INFORMATION
This Information Statement has been filed with the Securities and
Exchange Commission and is being furnished, pursuant to Section 14c of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders
(the "Stockholders") of the common stock, par value $.005 per share (the "Common
Stock"), of Vertex Interactive, Inc., a New Jersey Corporation (the "Company"),
in connection with an amendment to the Company's Certificate of Incorporation to
increase the authorized shares of Common Stock of the Company from 32,000,000
shares to 75,000,000 shares.
The Board of Directors of the Company approved the Amendment subject to
Stockholder approval on November 27, 2000. The holders of a majority of the
outstanding shares of the Common Stock approved the Amendment by written consent
in lieu of a meeting on November 27, 2000 in accordance with Section 14A:5-6(2)
of the New Jersey Business Corporation Law. Accordingly, your consent is not
required and is not being solicited in connection with the approval of the
Amendments.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
The Amendment to the Company's Certificate of Incorporation will
increase the number of authorized shares of Common Stock from 32,000,000 to
75,000,000 shares. The form of Certificate of Amendment to be filed with the New
Jersey Secretary of State is attached hereto as Exhibit A.
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The entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on November 29, 2000 as
the record date (the "Record Date") for the determination of Stockholders who
are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to
Section 14c of the Exchange Act and Rule 14c and Schedule 14C thereunder, and,
in accordance therewith, the Amendment to the Certificate of Incorporation will
not be filed with the Secretary of State of the State of New Jersey or become
effective until at least 20 calendar days after the mailing of this Information
Statement.
This Information Statement is being mailed on or about December 10, 2000 to
all Stockholders of record as of the Record Date.
VOTING SECURITIES
As of the Record Date, November 29, 2000 the Company had 26,486,693
shares of Common Stock issued and outstanding. Each share of outstanding Common
Stock is entitled to one vote on matters submitted for Stockholder approval.
On November 27, 2000, the holders of 13,324,579 shares (or
approximately 50.3% of the 26,486,693 shares of Common Stock then outstanding)
executed and delivered to the Company a written consent approving the Amendment.
Since the Amendment has been approved by the holders of the required majority of
Common Stock, no proxies are being solicited with this Information Statement.
Security Ownership of Certain Beneficial Owners and Management
The following information table sets forth certain information
regarding the Company's common stock owned on November 27, 2000 by (i) each who
is known by the Company to own beneficially more than 5% of its outstanding
Common Stock, (ii) each director and officer, and (iii) all officers and
directors as a group:
<TABLE>
<CAPTION>
Names and Address of
Directors, Officers and Shares Owned
5% Shareholders Number Percent
--------------- ------ -------
<S> <C> <C>
MidMark Capital L.P. 5,000,000(1) 18.9
466 Southern Blvd.
Chatham, NJ 07928
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Nicholas R.H. Toms (Director, Joint 1,101,610 4.2
23 Carol Street Chief Executive
Clifton, New Jersey Officer)
George Powch (Director) 74,000 .3
175 Hercules Drive
Colchester, VT 05446
Gregory N. Thomas (Director) 294,117 1.1
4 Acorn Street
Boston, MA
Otto Leistner (Director) 522,875 2.0
Jaegerweg 6 D-61389
Schmitten, Germany
Bunter, B.V.I., Ltd 413,010(2) 1.6
C/O Ansbacher, B.V.I. Ltd.
Roadtown, Tortola, B.V.I.
All officers and directors(1) (2) 7,405,612 28.0
as a group (8 persons)
</TABLE>
(1) 5,000,000 shares held in the name of MidMark Capital L.P. of which
directors Joseph R. Robinson and Wayne L. Clevenger are managing directors,
but disclaim beneficial ownership.
(2) 413,010 shares held in the name of Bunter, B.V.I., Ltd. of which Mr. Hugo
Biermann, a director and Joint Chief Operating Officer, may be deemed a
beneficiary. Mr. Biermann disclaims such beneficial ownership.
INTEREST OF CERTAIN PERSONS IN OR IN
OPPOSITION TO MATTERS TO BE ACTED UPON
The Amendment was unanimously approved by the Board of Directors on November 27,
2000. On November 27, 2000, Nicholas R. H. Toms, a Director of the Company and
Joint Chief Executive Officer, who has sole voting power with respect to
1,101,610 shares of Common Stock, Otto Leistner, a Director of the Company who
has sole voting power with respect to 522,875 shares of Common Stock, Gregory N.
Thomas, a Director of the Company who has sole voting power with respect to
294,117 shares of common stock, Ronald C. Byer, former President and former
Director of the Company, who has sole voting power with respect to 448,422
shares of Common Stock, and James Q. Maloy, a former Director, who has sole
voting power with respect to 1,202,208 shares of Common Stock, executed and
delivered a written consent approving the Amendment.
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The Stockholders have no right under the New Jersey Business
Corporation Law, the Company's Certificate of Incorporation or By-Laws to
dissent from any of the provisions adopted in the Amendments.
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.
The Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation") authorizes the issuance of 32,000,000 shares of
Common Stock, $.005 par value, and 2,000,000 shares of Preferred Stock, $.01 par
value. On November 27, 2000 the Board of Directors approved an amendment to the
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 32,000,000 to 75,000,000. On November 27, 2000, the holders of
over a majority of the outstanding shares of Common Stock approved the amendment
by written consent.
The general purpose and effect of the amendment to the Company's
Certificate of Incorporation is to authorize 43,000,000 additional shares of
Common Stock. The Board of Directors believes that it is prudent to have the
additional shares of Common Stock available for general corporate purposes,
including acquisitions, equity financings, stock dividends, stock splits or
other recapitalizations, and grants of stock options.
The Company presently has 32,000,000 authorized shares of Common Stock.
As of November 27, 2000 the Company had approximately 26,486,693 shares issued
and outstanding, and of the remaining 5,513,307 authorized but unissued shares,
the Company has reserved approximately 1,337,691 shares pursuant to Company
agreements with financial, legal and consulting firms, and 3,317,800 shares
pursuant to the Company's Employee Incentive Stock Option Plan.
Except in connection with the reserved shares described above, the
Company currently has no arrangements or understandings for the issuance of
additional shares of Common Stock, although opportunities for acquisitions and
equity financings could arise at any time. If the Board of Directors deems it to
be in the best interests of the Company and the Stockholders to issue additional
shares of Common Stock in the future from authorized shares, the Board of
Directors generally will not seek further authorization by vote of the
Stockholders, unless such authorization is otherwise required by law or
regulations.
The increase in the authorized number of shares of Common Stock could
have an anti-takeover effect. If the Company's Board of Directors desires to
issue additional shares in the future, such issuance could dilute the voting
power of a person seeking control of the Company, thereby deterring or rendering
more difficult a merger, tender offer, proxy contest or an extraordinary
corporate transaction opposed by the Company.
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EFFECTIVE DATE OF AMENDMENTS
Pursuant to Rule 14c-2 under the Exchange Act, the filing of the Amendment to
the Certificate of Incorporation with the New Jersey Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty (20)
days after the date on which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will
be effected on or about the close of business on December 31, 2000.
By Order of the Board of Directors
/s/ Nicholas R.H. Toms
Nicholas R.H. Toms
Joint Chairman of the Board of Directors
Joint Chief Executive Officer
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Exhibit A
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
VERTEX INTERACTIVE, INC.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned
corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:
1. The name of the corporation is Vertex Interactive, Inc.
2. The following amendment to the Certificate of Incorporation was
approved by the directors on the 27th day of November, 2000 and
thereafter duly adopted by the shareholders of the corporation on the
27th day of November, 2000.
Article Third of the Certificate of Incorporation as amended, be
amended to read as follows:
"The aggregate number of Shares that this corporation shall have
authority to issue is Seventy Seven (77,000,000) consisting of Seventy Five
Million (75,000,000) Shares of Common Stock, par value $.005 per share, and Two
Million (2,000,000) shares of Preferred Stock, par value $.01 per share. The
board of directors of this corporation is expressly authorized to set by its own
resolutions preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms and conditions
of redemption and liquidation pertaining to the corporation's Preferred Stock."
3. In lieu of a meeting and vote of the shareholders and in accordance
with the provisions of Section 14A:5-6, the amendment was adopted by the
shareholders without a meeting pursuant to the written consents of the
shareholders representing at least the minimum number of shares necessary to
authorize such action, and the number of shares represented by such consents is
13,324,579 shares.
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4. The effective date of this Amendment to the Certificate of
Incorporation shall be December 31, 2000.
Dated this day of , 2000
VERTEX INTERACTIVE, INC.
By:______________________________________
Nicholas R. H. Toms
Joint Chief Executive Officer
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EXHIBIT B
VERTEX INTERACTIVE, INC.
23 Carol Street
Clifton, New Jersey 07014
Preliminary
NOTICE OF ACTION BY STOCKHOLDERS WITHOUT A
MEETING PURSUANT TO SECTION 14A:5-6 (2)(b) OF
THE NEW JERSEY BUSINESS CORPORATION ACT
To the Stockholders of Vertex Interactive, Inc.:
Notice is hereby given to the holders (the "Stockholders") of the
Common Stock, par value $.005 per share ("Common Stock"), of Vertex
Interactive, Inc., a New Jersey corporation (the "Company") that the Board of
Directors and the holders of a majority of the outstanding shares of Common
Stock have approved an amendment to the Company's Certificate of Incorporation
to increase the authorized shares of Common Stock of the Company from 32,000,000
shares to 75,000,000 shares.
The Board of Directors of the Company approved the Amendment on
November 27, 2000. The holders of over a majority of the outstanding shares of
Common Stock approved the Amendment by written consent in lieu of a meeting on
November 27, 2000, in accordance with the provisions of Section 14A:5-6(2) of
the New Jersey Business Corporation Law. Accordingly, your consent is not
required and is not being solicited in connection with this action. Pursuant to
Section 14A:5-6(2) you are hereby being provided with notice of approval of the
Amendment by less than unanimous written consent of the Company's Stockholders.
Pursuant to the Securities Exchange Act of 1934, as amended, along with this
letter, you are being furnished with an Information Statement relating to the
Amendments.
The record date for determining Stockholders entitled to receipt of this Notice
was November 29, 2000. This notice is first being mailed to such Stockholders,
on or about December 10, 2000. The Amendment to the Certificate of Incorporation
will not be filed with the Secretary of State for the State of New Jersey or
become effective until at least 20 calendar days after such mailing.
By Order of the Board of Directors,
/s/ Nicholas R.H. Toms
Nicholas R.H. Toms
Joint Chairman of the Board of Directors
Joint Chief Executive Officer
