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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
VERTEX INTERACTIVE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) 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:
[ ] 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:
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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 07014-0996
SOLICITATION OF WRITTEN CONSENTS
December 14, 2000
To the Stockholders of Vertex Interactive, Inc.:
The written consent of the holders of Vertex Interactive, Inc.'s common stock,
par value $0.005 per share, of record at the close of business on November 29,
2000, are requested by our Board of Directors to amend our Certificate of
Incorporation to increase the authorized shares of our common stock from
32,000,000 to 75,000,000 as described in the accompanying Consent Solicitation
Statement. It is requested that your written consent, using the accompanying
Consent Card, be delivered to Vertex Interactive, Inc., 23 Carol Street,
Clifton, New Jersey 07014 on or before December 21, 2000. An addressed return
envelope is enclosed for this purpose, which requires no postage if mailed in
the United States.
By Order of the Board of Directors
By: /s/ NICHOLAS R.H. TOMS
Nicholas R.H. Toms
Joint Chairman of the Board of Directors
Joint Chief Executive Officer
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CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS TO
AMEND OUR CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF OUR COMMON STOCK
FROM 32,000,000 TO 75,000,000
INTRODUCTION
This Consent Solicitation Statement is furnished by the Board of Directors of
Vertex Interactive, Inc., a New Jersey corporation (hereinafter referred to as
the "Company," "our" or "we"), to the stockholders of our Company in connection
with the solicitation by the Company of the written consents of the stockholders
to amend our Certificate of Incorporation to increase the authorized shares of
our common stock, par value $.005 per share from 32,000,000 to 75,000,000 (the
"Authorized Shares"). The Authorized Shares will have identical rights and
preferences as the Company's present authorized shares of common stock.
The general purpose and effect of the amendment to the Company's Certificate of
Incorporation is to authorize 43,000,000 additional shares our Common Stock. Our
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.
We presently have 32,000,000 authorized shares of Common Stock. As of November
29, 2000, we had 26,486,693 shares issued and outstanding, and of the remaining
5,513,307 authorized but unissued shares, we have reserved approximately
1,337,691 shares pursuant to our agreements with financial, legal and consulting
firms, and 3,317,800 shares pursuant to our Employee Incentive Stock Option
Plan.
We believe that opportunities for acquisitions and equity financings could arise
at any time. If our 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, our 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 our Common Stock could have
an anti-takeover effect. If our 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.
We presently are not in arrears in any dividends payable to our holders of
shares of our Common Stock or in default in principal or interest in respect to
any outstanding shares of our Common Stock.
On November 27, 2000, our Board of Directors unanimously approved the amendment
to our Certificate of Incorporation to increase the authorized shares of our
common stock, par value $.005 per share from 32,000,000 to 75,000,000. In
accordance with the provisions of Section 14A:5-6(2) of the New Jersey Business
Corporation Law, a majority of the issued and outstanding shares of our Common
Stock must also approve the above-stated amendment to our Certificate of
Incorporation.
Our Stockholders have no right under the New Jersey Business Corporation Law,
our Certificate of Incorporation or our By-Laws to dissent from any of the
provisions adopted in the Amendment.
We intend to distribute this Consent Solicitation Statement, the accompanying
Consent Card and the related materials commencing on or about December 14, 2000,
to the holders of record of the Company's common
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stock at the close of business on November 29, 2000. Written consents of
stockholders representing a majority of our outstanding shares of Common Stock
at the close of business on November 29, 2000, are required to approve the
amendment to our Certificate of Incorporation to increase the authorized shares
of our common stock, par value $.005 per share from 32,000,000 to 75,000,000.
The principal executive offices of the Company are located at 23 Carol Street,
Clifton, New Jersey 07014-0996, and the telephone number of the Company is (973)
773-3500.
THE CONSENT PROCEDURE
GENERAL
The amendment to our Certificate of Incorporation to increase the authorized
shares of our common stock, par value $.005 per share from 32,000,000 to
75,000,000 (hereinafter referred to as the "Amendment") is submitted for
stockholder approval by written consent. No meeting of the stockholders will be
held to vote on this matter. Only stockholders of record at the close of
business on November 29, 2000 are entitled to consent, to withhold their
consent, or to revoke their consent, to the Amendment. Stockholders are entitled
to one consent for each outstanding share of common stock held at the close of
business on November 29, 2000. As of the close of business on November 29, 2000,
there were 26,486,693 issued and outstanding shares of our Common Stock.
Consents, once dated, signed and delivered to the Company, will remain effective
unless and until revoked by written notice of revocation dated, signed and
delivered to the Company at the address set forth below on or before the time
that the Company has received written consents from holders of a majority of the
outstanding shares of common stock.
The Amendment will be approved at such time as the Company holds unrevoked
written consents of stockholders approving the Amendment representing a majority
of the outstanding shares of common stock at the close of business on November
29, 2000. Consequently, abstentions and broker non-votes would have the effect
of a vote against approval of the Amendment.
Stockholders are requested to indicate approval of the Amendment by signing and
dating the Consent Card, checking the box on the Consent Card which corresponds
to the approval of the Amendment, and delivering the Consent Card to the Company
at the address set forth below. Withholding of consent to the approval of the
Amendment, or abstention with respect to the approval of the Amendment, may be
indicated by signing and dating the Consent Card, checking the box which
corresponds to withholding of consent to the approval of the Amendment or
abstention with respect to the approval of the Amendment, respectively, and
delivering the Consent Card to the Company at the address set forth below.
A Consent Card which has been signed, dated and delivered to the Company without
any of the boxes for approval, withholding of consent, or abstention checked
will constitute a consent to the approval of the Amendment.
Consent Cards may be delivered to the Company at the following address:
Vertex Interactive, Inc.
23 Carol Street
Clifton, New Jersey 07014-0996
Attention: Secretary
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Consent Cards should be delivered to the Company as soon as possible. An
addressed return envelope is enclosed for this purpose, which requires no
postage if mailed in the United States. Consent Cards and revocations of
consents will be deemed to have been received by the Company upon actual
delivery at the above address.
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 Regulation
14A of the Exchange Act and Rule 14a and Schedule 14A thereunder. This
Information Statement is being mailed on or about December 14, 2000 to all
Stockholders of record as of the Record Date.
ABSENCE OF APPRAISAL RIGHTS/PREEMPTIVE RIGHTS
Our stockholders who abstain from consenting with respect to the approval of the
Amendment, or who withhold consent to the approval of the Amendment, do not have
the right to an appraisal of their shares of common stock or any similar
dissenters' rights under New Jersey law. The stockholders of our Common Stock do
not have any preemptive rights with regard to the proposed Amendment.
EXPENSE OF CONSENT SOLICITATION
We will bear the entire cost of the solicitation of stockholder approval of the
Amendment, including the preparation, assembly, printing and mailing of this
consent statement and any additional material furnished to our stockholders. In
addition, we may reimburse certain persons for their costs in forwarding the
solicitation material to our stockholders. We do not anticipate that it will be
necessary to supplement our solicitation of consents by mail with telephone,
telegram, or personal solicitation of consents by our directors, officers, or
employees. However, if such persons are called upon to solicit consents on
behalf of us, no additional compensation will be paid for any of such services.
VOTING
VOTING PROCEDURES AND TABULATION
In accordance with the provisions of Section 14A:5-6(2) of the New Jersey
Business Corporation Law, the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock is required to approve the Amendment.
Aside from this consent solicitation and our Board of Directors approval
obtained on November 27, 2000, no further stockholder vote or approval related
to the approval of the Amendment will be sought or is required.
VOTING SECURITIES
Our only voting security outstanding and entitled to vote at any special meeting
or to consent in lieu of a special meeting to approve the Amendment is our
common stock, par value $.005 per share. Only the holders of record of our
Common Stock at the close of business on November 29, 2000, the record date for
the consent solicitation, are entitled to receive this Consent Solicitation
Statement and related materials and to vote on the approval of the Amendment
using the Consent Card.
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At the close of business on November 29, 2000, there were 26,486,693 shares of
our Common Stock outstanding and entitled to be counted. Each share of common
stock is entitled to one vote. Unless the context otherwise requires, all
references to "stockholders" in this Consent Solicitation Statement refer only
to holders of our Common Stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 11, 2000, regarding
the beneficial ownership of the outstanding shares of our Common Stock by
persons known by us to beneficially own more than 5% of the outstanding shares
of our Common Stock, directors of our Company, by our executive officers, and by
all our directors and executive officers as a group. Amounts for 5% shareholders
are reported as of the date such shareholders reported such holdings in filings
under the Securities Exchange Act of 1934 (the "Exchange Act") unless more
recent information was provided.
COMMON STOCK
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF PERCENT
OF OWNER SHARES OWNED(3) OF CLASS
--------- --------------- --------
<S> <C> <C>
MidMark Capital L.P. 5,000,000(1) 18.9%
466 Southern Boulevard
Chatham, New Jersey 07928
Nicholas R.H. Toms 1,101,610 4.2%
23 Carol Street
Clifton, New Jersey
(Director, Joint Chief Executive Officer)
George Powch 74,000 0.3%
175 Hercules Drive
Colchester, VT 05446
(Director)
Gregory N. Thomas 294,117 1.1%
4 Acorn Street
Boston, MA
(Director)
Otto Leistner 522,875 2.0%
Jaegerweg 6 D-61389
Schmitten, Germany
(Director)
Bunter, B.V.I., Ltd. 413,010(2) 1.6%
c/o Ansbacher, B.V.I. Ltd.
Roadtown, Tortola, B.V.I.
</TABLE>
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<TABLE>
<S> <C> <C>
All officers and directors (1)(2)(3) 7,405,612 28.0%
as a group (8 persons)
</TABLE>
(1) Joseph R. Robinson and Wayne L. Clevenger are managing directors of
MidMark Capital, L.P.. However, each disclaims beneficial ownership of
the 5,000,000 shares held in the name of MidMark Capital L.P.
(2) Hugo Biermann, our director and Joint Chief Operating Officer, may be
deemed a beneficiary of the 413,010 shares held in the name of Bunter,
B.V.I., Ltd. Mr. Biermann disclaims such beneficial ownership.
(3) Except as otherwise indicated, each person has the sole power to
vote and dispose of all shares listed opposite his or its name. The
above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as required for
purposes of this Consent Solicitation Statement. Such information is
not necessarily to be construed as an admission of beneficial ownership
for other purposes.
Our Stockholders have no right under the New Jersey Business Corporation Law,
our Certificate of Incorporation or our By-Laws to dissent from any of the
provisions adopted in the Amendment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our directors,
executive officers, and any persons who beneficially own more than 10% of our
Common Stock are required to report their initial ownership of our Common Stock
and subsequent changes in that ownership to the Securities and Exchange
Commission. Directors, officers and persons who own more than 10% of our Common
Stock are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 2000, all
Section 16(a) filing requirements applicable to its directors, officers and ten
percent stockholders were complied with except as set forth below.
AUDITORS
Ernst & Young LLP, which has served as the Company's independent public
accountants since 1999, has been selected to audit the financial statements of
the Company for the year ended September 30, 2000. This selection will not be
submitted to stockholders for ratification or approval.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of our Annual Report to the Securities and Exchange Commission on Form
10-K for the fiscal year ended September 30, 2000 has been provided with this
Consent Solicitation Statement. The Company will provide to any of our
shareholders, without charge, upon written request of such shareholder, an
additional copy
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of such Annual Report. Such requests should be addressed to: Vertex Interactive,
Inc., 23 Carol Street, Clifton, New Jersey 07014-0996 Attn: Secretary.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference
certain of the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Consent
Solicitation Statement. We incorporate by reference the documents listed below:
o Annual Report on Form 10-K for the year ended September 30, 2000.
This document is included with this Consent Solicitation Statement.
By Order of the Board of Directors
By:/s/ NICHOLAS R.H. TOMS
Nicholas R.H. Toms
Joint Chairman of the Board of Directors
Joint Chief Executive Officer
<PAGE>
Exhibit A
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
VERTEX INTERACTIVE, INC.
To: The Treasurer of the
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 day of December, 2000.
Article Third of the Certificate of Incorporation as amended, shall be
amended to read as follows:
"The aggregate number of Shares that this corporation shall have
authority to issue is Seventy Seven Million (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 shares.
Dated this day of , 2000
VERTEX INTERACTIVE, INC.
By:___________________________
Nicholas R. H. Toms
Joint Chief Executive Officer
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Appendix 1
IMPORTANT
PLEASE COMPLETE, SIGN AND DATE
YOUR WRITTEN CONSENT PROMPTLY
AND RETURN IT IN THE ENCLOSED ENVELOPE
WRITTEN CONSENT OF STOCKHOLDERS OF
VERTEX INTERACTIVE, INC.
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS. WHEN PROPERLY EXECUTED,
THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED. IF THIS CONSENT IS
SIGNED, DATED AND DELIVERED TO VERTEX INTERACTIVE, INC. WITH NO DESIGNATION BY
THE UNDERSIGNED, THIS CONSENT WILL CONSTITUTE THE STOCKHOLDER'S CONSENT TO AND
APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $.005 PER
SHARE, FROM 32,000,000 TO 75,000,000.
PLEASE SIGN NAME(S) EXACTLY AS PRINTED HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, AND ATTORNEYS SHOULD GIVE FULL TITLE AS SUCH. WHEN SHARES
ARE HELD JOINTLY, ALL SHOULD SIGN. IF THE SIGNER IS A CORPORATION, SIGN FULL
CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF THE SIGNER IS A PARTNERSHIP, SIGN
IN THE NAME OF THE PARTNERSHIP BY AN AUTHORIZED PERSON. IF SHARES ARE HELD IN
MORE THAN ONE CAPACITY, THIS CONSENT SHALL BE DEEMED VALID FOR ALL SHARES HELD
IN ALL CAPACITIES.
The undersigned hereby takes the following action with respect to all of the
shares of common stock of Vertex Interactive, Inc. that the undersigned is
entitled to vote:
To the amendment of the Certificate of Incorporation of Vertex Interactive, Inc.
to increase the authorized shares of common stock, par value $.005 per share
from 32,000,000 to 75,000,000.
PLEASE MARK AS IN THIS SAMPLE [X]
Consents Does Not Consent Abstains
[ ] [ ] [ ]
(Please sign and date below)
Dated: , 2000
Signature of Stockholder(s)
Signature of Stockholder(s)
If signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such, and, if signing for a corporation, give
your title. When shares are in the names of more
than one person, each should sign.
