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As filed with the Securities and Exchange Commission
On March 10, 2000
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)
Incentive Stock Option Plan
Ronald C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0996
(973) 777-3500
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
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 3,700,000 $12.00(1) $44,400,000 $11,722
(1) Calculated pursuant to Rule 457(h).
Page 1 of 15 contained in the sequential numbering system.
The Exhibit Index may be found on Page 8 of the sequential
numbering system.
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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 current reports on Form 8K dated
October 1, 1999, October 7, 1999, December 3, 1999 and Form 8K/a
dated December 6, 1999, the Company's Transition Report on Form
10-K for the period ended September 30, 1999 and the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31,
1999.
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.
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.
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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
Wirtschaftsprufungsgesellschaft
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 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.
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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.
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 8th day of March, 2000.
VERTEX INTERACTIVE, INC.
BY: /s/Ronald C. Byer
RONALD C. BYER, PRESIDENT
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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 3/8/00
Hugo H. Biermann Joint Chief Executive Officer
and Director
/s/Nichols R.H. Toms Joint Chairman of the Board 3/8/00
Nicholas R.H. Toms Joint Chief Executive Officer and
Director
/s/Ronald C. Byer President, Treasurer and Director 3/8/00
Ronald C. Byer
/s/Wayne L. Clevenger Director 3/9/00
Wayne L. Clevenger
/s/Denis Newman Director 3/9/00
Denis Newman
____________ Director
George Powch
/s/Joseph R. Robinson Director 3/9/00
Joseph R. Robinson
_________________ Director
Gregory N. Thomas
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
VERTEX INTERACTIVE, INC.
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
5.1 Opinion of Law Offices of Jeffrey D.
Marks, Esq., P.C. 9
24.1 Consent of Ernst & Young LLP 11
24.2 Consent of Sax Macy Fromm & Co. 12
24.3 Consent of Arthur Andersen, LLP 13
24.4 Consent of ATM Consult GmbH 14
Wirtschaftsprufungsgesellschaft
24.5 Consent of Ernst & Young 15
24.6 Consent of Jeffrey D. Marks, Esq. 9
(contained in Exhibit 5.1)
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(Letterhead of Law Offices of Jeffrey D. Marks, Esq., P.C.)
March 6, 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 3,700,000
shares of your Common Stock (the "Stock") issuable pursuant to
the Company's Incentive Stock Option Plan.
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 Plan.
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 Plan, subject to effectiveness of the
Registration Statement and compliance with applicable blue sky
laws, and execution of the Plan in the form referred to herein,
when issued under the Plan, will be duly and validly authorized,
fully paid and non-assessable.
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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
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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. Incentive Stock Option Plan, 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
March 6, 2000
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(Sax Macy Fromm & Co., PC letterhead)
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
March 6, 2000
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(Arthur Andersen Letterhead)
EXHIBIT 24.3
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 10K 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
March 6, 2000
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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. Incentive Stock Option Plan, 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 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
Wirtschaftsprufungsgesellschaft
Eschborn/Taunus/Germany
March 6, 2000
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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. Incentive Stock Option Plan, 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 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
March 6, 2000
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