<PAGE>
As filed with the Securities and Exchange Commission on
February 11, 2000.
Registration No. 33-897-NY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
--------------------------------
VERTEX INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 22-2050350
(State of Incorporation) (IRS Employer Identification Number)
-------------------------------------
23 Carol Street
Clifton, New Jersey 07014
(973) 777-3500
(Address, including zip code, and telephone number, including
area code,of Registrant's principal executive offices)
-------------------------------
Ronald C. Byer
Vertex Industries, Inc.
23 Carol Street
Clifton, New Jersey 07014
(973) 777-3500
(Name, address, including zip code, and telephone number,
including area code,of agent for service)
-------------------------------
Copies To:
Law Offices of Jeffrey D. Marks, P.C.
415 Clifton Avenue
Clifton, New Jersey 07012
(973) 253-8855
-------------------------------
Approximate Date of Commencement of proposed sale to public:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
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 box. [ XX ]
<PAGE>
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
--------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered Per Share(1) Offering Price Fee
<S> <C> <C> <C> <C>
Common stock, par
value $0.005 per share 11,657,142 $6.56 $76,470,852 $20,189
<FN>
(1) Estimated solely for purposes of calculating the registration fee based on the average
of the high and low prices of the Common Stock on the over-the-counter market
on February 7, 2000.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS
(Subject to Completion, dated February 11, 2000)
11,657,142 Shares of Common Stock
VERTEX INDUSTRIES, INC.
The Common Stock offered hereby will be sold from time to
time by the Selling Stockholders. See "Selling Stockholders."
We will not receive any proceeds from the sale of shares by the
Selling Stockholders. We will pay certain of the expenses of
this offering; however, the Selling Stockholders will bear the
cost of all brokerage commissions and discounts, if any, incurred
in connection with the sale of shares to which this Prospectus
relates.
The Selling Stockholders may offer and sell all the shares
in the over-the-counter market or on one or more exchanges, or
otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated
transactions, or to one or more underwriters for resale to the
public.
The Common Stock is traded on the over-the-counter market
under the symbol "VETX." The last reported sale price of the
Common Stock on the over-the-counter market on February 7, 2000
was $6.25 per share.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities or
determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is February 11, 2000.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). You may read and copy any document we file
at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available from the SEC's Website at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" 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 considered to be
part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this information.
We incorporate by reference the following documents:
<PAGE>
Our Transition Report on Form 10K dated January 12, 2000;
Our Schedule 14C Information Statement dated January 24, 2000;
Our current report on Form 8-K/a dated December 6, 1999;
Our current report on Form 8-K dated December 3, 1999;
Our current report on Form 8-K dated October 7, 1999;
Our current report on Form 8-K dated October 1, 1999;
Form 14(f) Information Statement dated July 2, 1999, and
Amendment dated August 24, 1999;
Form 3 Statement of Beneficial Ownership of Securities
filed on September 27, 1999;
Schedule 13-D filed on September 27, 1999;
Our annual report on Form 10-K for our fiscal year ended
July 31, 1999;
The description of our common stock contained in our registration
statement on Form S-1 filed with the SEC, effective June 2, 1996; and
Any future filings we will make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act.
We will provide you with a copy of these filings, at no
cost, if you write or telephone our Corporate Secretary at the
following address:
Vertex Industries, Inc.
23 Carol Street
Clifton, New Jersey 07014
You should rely only on the information or representations
provided in this Prospectus. We have authorized no one to
provide you with different information. We are not making an
offer of these securities in any jurisdiction where the offer is
not permitted. You should not assume that the information in
this Prospectus is accurate as of any date other than the date on
the front of the document.
FORWARD LOOKING STATEMENTS
This Prospectus contains or incorporates by reference
forward-looking statements that involve risks and uncertainties.
Forward-looking statements can typically be identified by the use
of words such as "may," "will," "could," "project,"
"believe," "anticipate," "expect," "estimate,"
"continue," "potential," "plan," "forecasts," and the like.
These statements appear in a number of places in this Prospectus
and include statements regarding our intentions, plans,
strategies, beliefs or current expectations with respect to,
among other things:
Our financial prospects;
Our financing plans;
Trends affecting our financial condition or operating results;
Our strategies for growth, operations, and product development; and
Conditions or trends in or factors affecting the computer, middleware
or software industry.
<PAGE>
Forward-looking statements are not guarantees of future
performance. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ
materially from those anticipated. The information contained or
incorporated by reference in this Prospectus identifies important
factors that could cause such differences. Among the risk
factors that could cause actual results to differ are the
following: We sell products into a market characterized by rapid
technological change. Competition in the market, defined by both
technology offerings and pricing, are intense. Operating results
can vary with changes in product yields. Our business requires
investments for research and development activities and for
physical assets such as equipment and facilities that are
dependent on our access to financial resources. Some of our
present competitors and potential future competitors may have
greater financial, technical, marketing or personnel resources
than we do. The Company is dependent in large part on the
services of Nicholas R. Toms and Hugo Biermann, the Company's
Joint Chairmen of the Board and Joint Chief Executive Officers,
and Ronald C. Byer, the Company's President. Mr. Toms and Mr.
Biermann do not have employment agreements with the Company. The
loss of the services of any of these key personnel, whether as a
result of death, disability or otherwise could have an adverse
effect upon the business of the Company. Some of the industries
to which the Company's products are marketed and the equipment in
which they are to be installed are undergoing rapid technological
development and change. Consequently, the Company may be required
to continually change and improve its existing products or
otherwise develop additional products to keep abreast of this
rapidly changing technology. To the extent that the Company is
unable, or otherwise fails to achieve technological advances
comparable to those of its users and/or competitors, its products
may become obsolete. We have ongoing international operations in
Europe. Risks of our international operations include
difficulties in collecting accounts receivable and longer
collection periods, difficulties in staffing and managing foreign
operations, changing and conflicting regulatory requirements,
potentially adverse tax consequences, tariffs and general export
restrictions, political instability, fluctuations in currency
exchange rates which may adversely impact reported revenue and
earnings, seasonal reduction in business activity during the
summer months in Europe, and the impact of local economic
conditions and practices. Any of the above facts could have a
material and adverse effect on our international sales and
operations, which, in turn, could adversely affect our overall
business, operating results and financial condition. These and
other risks are discussed more fully in this Prospectus and the
documents incorporated by reference in this Prospectus. We
undertake no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
<PAGE>
THE COMPANY
Vertex Industries, Inc., produces and sells systems that
automate the order fulfillment process of business-to-business
transactions. Such functions are generally performed by mobile
workers and, include sales force automation, the collection and
processing of data, the identification of goods, services and
individuals and solutions for the automation of inventory and
warehouse operations and route accounting or business-to-
business deliveries. These systems include both proprietary and
third party software and third party hardware which are resold by
Vertex as part of an integrated solution. The systems may be
wired directly to the host computer or transmit the data via
wireless technology. The Company also designs, manufactures and
sells software for the integration of disparate computing systems
and applications. These middleware products can be integrated
into Vertex's fulfillment technologies and are also generally
sold in the banking, financial services and manufacturing
industries. Increasingly, such systems are being provided with
internet enabling technologies.
Vertex's systems and devices are used for the automatic
sorting, handling and tracking of inventory, routing and
instructions for personnel as well as the collection of data in
factories, warehouses, hospitals and other commercial
establishments and the automation of field sales and customer
service operations on a real time basis. Many of Vertex's
fulfillment solutions for its current warehouse customers also
involve the picking and packing of orders for customers with
specific label compliance and EDI requirements and the receiving,
put-away of goods being received from outside suppliers.
Vertex's business focus has undergone a transformation from
primarily producing hardware devices to developing sophisticated,
order fulfillment technologies, including software products and
systems designed for data collection and computer networking and
communication along with software resold from third parties.
These systems may also contain hardware devices manufactured by
third parties which Vertex resells as part of the fulfillment
solution for the customer.
Vertex's offices are located at 23 Carol Street, Clifton,
New Jersey, 07014-0996 and its telephone number is (973) 777-3500.
The Company was organized in the State of New Jersey in November
1974.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of shares of Common Stock. See "Selling Stockholders" and
"Plan of Distribution."
<PAGE>
SELLING STOCKHOLDERS
As previously reported, on September 16, 1999, pursuant to a
Subscription Agreement by and among the Company, Edwardstone &
Company, Incorporated, a Delaware corporation ("Edwardstone")
and MidMark Capital, L.P., a Delaware limited partnership
("MidMark", and together with Edwardstone, the "Buyers"), dated
as of June 21, 1999, as amended on August 23, 1999 and September
13, 1999, an investment group led by Edwardstone purchased
5,449,642 shares of the Company's common stock and MidMark
purchased 5,000,000 shares of the Company's common stock.
Also as previously reported, on September 22, 1999, the Company
acquired the companies comprising of the Portable Software
Solutions Group pursuant to a Share Purchase Agreement, dated as
of June 21, 1999, by and among the Company, St Georges Trustees
Limited, a company organized under the laws of Jersey, Channel
Islands, as trustee on behalf of The John Kenny Settlement and
The Godfrey Smith Settlement, John Kenny, Bryan J. Maguire and
Godfrey Smith (collectively the "Selling Shareholders").
As part of the consideration to fund this acquisition, the
Company transferred 1,207,500 unregistered common shares to the
PSS Group and Edwardstone transferred 384,484 of its Vertex
shares to the Selling Shareholders of the PSS Group.
Thereafter, on September 23, 1999, Edwardstone distributed the
remaining 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.
<PAGE>
Thus, set forth below are the names of the holders of the shares
of Common Stock issued in connection with the transactions
above, together with number of shares held by each such person
which represent all of the shares held by such holders. These
shares are being registered by this Registration Statement:
<TABLE>
<CAPTION>
Shareholders Number of Shares Percentage of Shares Relationship
Outstanding to Company
<S> <C> <C> <C>
Midmark Capital LLP 5,000,000 (1) 29.5%
466 Southern Blvd.
Chatham, NJ 07928
Gregory N. Thomas 294,117 1.7% Director
4 Acorn Street
Boston MA 02108
John Coutts 73,529 .4%
One Red Coat Pass
Darien CT 06820
Richard Zakin, Esq. 137,255 1.4%
150 East 77th, Apt. 3B
New York, NY 10020
Craven Hill Investments Limited 294,068 1.7%
c/o Mickelfield Limited
"Banchory", Woodland Close,
East Horsley Surrey KT24
5AR United Kingdom
Lemeau Arrott Watt 55,882 .3%
30 Grove Street
New York, NY 10014
Nathalie de la Fontaine 100,000 .6%
550 Laguardia Place, Apt. 3N
New York, NY 10012
Otto Leistner 522,875 3.1%
Jaegerweg 6
D-61389 Schmitten, Germany
Nicholas R. Toms 1,101,610 6.5% Joint Chairman of
262 West 12th Street the Board,
New York, NY 10014 Director, Joint
Officer
Bunter BVI Limited 388,010 (2) 2.3%
c/o Ansbacher BVI Limited
International Trust Building
Wickhams Cay
Road Town, Tortola BVI
<PAGE>
John Kenny 422,678 2.5%
Portable Software Solutions Limited
50-54 Southwark St.
London SE1 1UN
United Kingdom
Glen Barlow 75,000 .4%
c/o Ketton Investments
27 Throgmorton Street
London EC2N 2AQ
Erik Constantino 3,000
c/o Northwestern Mutual Life
777 Larkfield Road, Suite 114
Commack, NY 11725
Bacchus International, Inc. 1, 217,718 7.2%
2321 "C" N. Geneva Terrace
Chicago, IL 60614
Nicholas Kendellen 257,731 1.5%
1550 N. State Parkway
Chicago, IL 60610
Tom Plunkett 103,092 .6%
c/o Mary Goeraty
9 Cherbury Park Ave.
Lucan
Dublin, Ireland
Island Conservation & Properties Ltd. 103,092 .6%
2318 West 24th Place
Chicago IL 60608
Leff Properties Company 98,039 .6%
26901 Agoura Road, Suite 180
Calabassas, CA 91301
Francis A. Milholland 19,608
c/o Barbara Novak
HKC Securities Inc.
230 Park Avenue - 7th Floor
New York, NY 10169
St. Leonards Trust 98,039 .6%
c/o Barbara Novak
HKC Securities, Inc.
230 Park Avenue, 7th Floor
New York, NY 10169
Jan Pilkington-Miksa 29,412 .2%
c/o Barbara Novak
HKC Securities Inc.
230 Park Avenue, 7th Floor
New York, NY 10169
<PAGE>
Richard L. and Lora B. Childs 49,020 .3%
Family Limited Partnership
2 Old Boathouse Lane
Spring Island SC 29910
Aaron A. Smith, TTEE 19,607
FBO Mary Lee Childs Trust
2 Old Boathouse Lane
Spring Island SC 22910
David M. Rifkin 24,510 .1%
1249 Racebrook Road
Woodbridge CT 06525
Bryon James McGuire 182,245 1.1%
c/o Finers Solicitors
179 Great Portland Street
London WIN GLS
St. Georges Trustees Limited 987,005 5.8%
Trustees of the John Kenny Settlement
c/o Finers Solicitors
179 Great Portland Street
London WIN GLS
<FN>
1. Mr. Joseph R. Robinson, Mr. Denis Newman and Mr. Wayne L.
Clevenger , directors of the Company, are managing directors of
MidMark Capital, L.P. , but disclaim beneficial ownership of the
shares.
2. Shares held in the name of Bunter, B.V.I. Ltd. of which Mr.
Hugo Biermann may be deemed a beneficiary. Mr. Bierman disclaims
such beneficial ownership. Mr. Biermann is Joint Chairman of the
Board, Joint Chief Executive Officer and a director of the
Company.
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders
that they may sell all or a portion of the shares offered hereby
from time to time in transactions on one or more exchanges,
including the Nasdaq Stock Market, or in the over-the-counter
market or otherwise, at prices and at terms then prevailing or at
prices related to the then current market prices, or in
negotiated transactions. The shares may be sold by one or more
of the following: (a) a block trade in which the broker or
dealer engaged will attempt to sell the shares as agent but may
purchase and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its own
account pursuant to this Prospectus; (c) an exchange distribution
in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers
or dealers to participate in the resales. The shares may be sold
from time to time by the Selling Stockholders.
<PAGE>
In connection with distributions of the shares or otherwise,
the Selling Stockholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-
dealers may engage in short sales of the shares registered
hereunder in the course of hedging the positions they assume with
the Selling Stockholders. The Selling Stockholders may also sell
shares short and redeliver the shares to close out such short
positions. The Selling Stockholders may also enter into option
or other transactions with broker-dealers which require the
delivery to the broker-dealer of the shares registered hereunder.
The Selling Stockholders may also pledge the shares offered
hereby to a broker or dealer and upon a default the broker or
dealer may effect sales of the shares pursuant to this
Prospectus.
Brokers, dealers or agents may receive compensation in the
form of commissions, discounts or concessions from the Selling
Stockholders in amounts to be negotiated in connection with the
sale. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales,
and any such commission, discount or concession may be deemed to
be underwriting discounts or commissions under the Securities
Act. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. There can be
no assurance that the Selling Stockholders will sell any or all
of the shares offered hereunder.
LEGAL MATTERS
The validity of the shares offered hereby will be passed
upon by the Law Offices of Jeffrey D.Marks, P.C., Clifton, New
Jersey.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements and schedule included in our
Transition Report on Form 10-K as of September 30, 1999 and for
the two months then ended, as set forth in their report appearing
therein, which is incorporated by reference in this prospectus
and registration statement. Our financial statements and
schedule as of September 30, 1999 and for the two months then
ended are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting
and auditing.
Sax Macy & Fromm & Co., PC, independent auditors, have
audited our consolidated financial statements and schedule
as of July 31, 1999 and 1998 and for the years then ended included
in our Transition Report on Form 10-K dated January 12, 2000,
as stated in their report appearing therein, which is incorporated
by reference in this prospectus and registration statement. Our
financial statements and schedule as of July 31, 1999 and 1998 and
<PAGE>
for the years ended are incorporated by reference in reliance on
Sax Macy Fromm & Co., PC's report, given on their authority as experts
in accounting and auditing.
Arthur Andersen LLP, independent auditors, have audited our
consolidated financial statements and schedule included in our
Transition Report on Form 10-K as of July 31, 1997 and for the
year then ended, as set forth in their report appearing therein,
which is incorporated by reference in this prospectus and
registration statement. Our financial statements and schedule as
of July 31, 1997 and for the year then ended are incorporated by
reference in reliance on Arthur Andersen LLP's report, given on
their authority as experts in accounting and auditing.
ATM Consult GmbH Wirtschaftsprvefungsgesellschaft, have audited
the consolidated financial statements of ICS International AG
Identcode-Systeme for the years ending September 30, 1999 and 1998,
appearing in our Current Report on Form 8-K/A dated September 22, 1999,
filed with the Securities and Exchange Commission on December 6, 1999, as
set forth in their report appearing therein, which is
incorporated by reference in this prospectus and registration
statement. The consolidated financial statements of ICS
International AG Identcode-Systeme for the years ending September
30, 1999 and 1998 are incorporated by reference in reliance on
ATM Consult GmbH Wirtschaftsprvefungsgesellschaft's report, given on their
authority as experts in accounting and auditing.
Ernst & Young, have audited the combined financial statements of
Portable Software Solutions Limited for the years ending
September 30, 1999 and 1998, appearing in our Current Report on
Form 8-K/A dated September 22, 1999, filed with the Securities
and Exchange Commission on December 6, 1999, as set forth in
their report appearing therein, which is incorporated by
reference in this prospectus and registration statement. The
combined financial statements of Portable Software Solutions
Limited for the years ending September 30, 1999 and 1998 are
incorporated by reference in reliance on Ernst & Young's report,
given on their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than
underwriting discounts and commissions), which, other than the
SEC registration fee, are estimates, payable by the Company in
connection with the sale and distribution of the securities
registered hereby:
SEC registration fee $20,189
Printing expenses $ 500
Blue Sky fees and expenses $ 250
Accountants' fees and expenses $ 17,500
Legal fees and expenses $ 11,000
Miscellaneous $ 200
---------
Total $ 49,639
<PAGE>
Item 15. Indemnification of Directors and Officers
The registrant's Amended Certificate of Incorporation limits
directors' and officers' liability for monetary damages for
breaches of their duties of care owed to the registrant to the
fullest extent permitted by New Jersey law. However, this
provision does not apply with respect to any liability resulting
from acts or omissions that (i) were in breach of his duty of
loyalty to the registrant or its stockholders; (ii) were not in
good faith or in knowing violation of law or (iii) resulted in
receipt by the corporate agent of an improper personal benefit.
Pursuant to the provisions of Section 14A:3-5 of the
Business Corporation Act of New Jersey, every New Jersey
corporation has power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of
the registrant or of any corporation, partnership, joint venture,
trust or other enterprise for which he is or was serving in such
capacity at the request of the registrant, against any and all
expenses, judgments, fines and amounts paid in settlement and
reasonably incurred by him in connection with such action, suit
or proceeding. The power to indemnify applies only if such
person acted in good faith and in a manner he reasonably believed
to be in the best interests, or not opposed to the best interest,
of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
The power to indemnify applies to actions brought by or in
the right of the corporation as well as in the case where the
corporate agent is adjudged to be liable to the corporation only
to the extent that the court, in its discretion, feels that in
the light of all the circumstances indemnification should apply.
To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of
the actions referred to therein, such person is, pursuant to
Section 14A:3-5 of the Business Corporation Act of New Jersey,
entitled to indemnification as described above. Section 14A:3-5
also grants power to advance litigation expenses upon receipt of
an undertaking to repay such advances in the event no right to
indemnification is subsequently shown. A corporation may also
obtain insurance at its expense to protect anyone who might be
indemnified, or has a right to insist on indemnification, under
the statute. The registrant does not currently maintain such
insurance.
Item 16. Exhibits
See Exhibit Index.
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) 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 this
registration statement (or the most recent post-
effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change
in the information set forth in this registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed with or
furnished to the Commission 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.
(2) 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 bona fide
offering thereof.
<PAGE>
(3) 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 offering.
(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report 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 this registration statement shall be
deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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.
(6) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under
the Securities Act of 1933, the information
omitted from the form of prospectus filed as part
of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement
as of the time it was declared effective.
<PAGE>
(ii) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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 bona fide offering
thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements 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 on Form
S-3 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 this 2nd day of
February, 2000.
VERTEX INDUSTRIES, 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 by the following
persons in the capacities and on the dates indicated in one or
more counterparts.
DATED: February 2, 2000 BY: /S/ HUGO H. BIERMANN
HUGO H. BIERMANN
Joint Chairman of the Board
Joint Chief Executive Officer and
Director
DATED: February 2, 2000 BY: /S/ NICHOLAS R.H. TOMS
NICHOLAS R.H. TOMS
Joint Chairman of the Board
Joint Chief Executive Officer and
Director
DATED: February 2, 2000 BY: /S/ RONALD C. BYER
RONALD C. BYER
President, Treasurer and Director
DATED: February 2, 2000 BY: /S/ WAYNE L. CLEVENGER
WAYNE L. CLEVENGER
Director
DATED: February 2, 2000 BY: /S/ DENIS NEWMAN
DENIS NEWMAN
Director
DATED: February 2, 2000 BY: /S/ GEORGE POWCH
GEORGE POWCH
Director
DATED: February 2, 2000 BY: /S/ JOSEPH R. ROBINSON
JOSEPH R. ROBINSON
Director
DATED: February 2, 2000 BY: /S/ GREGORY N. THOMAS
GREGORY N. THOMAS
Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Law Offices of Jeffrey D. Marks, Esq., P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sax Macy Fromm & Co.
23.3 Consent of Arthur Anderson, LLP
23.4 Consent of ATM Consult GmbH Wirtschaftsprvefungsgesellschaft
23.5 Consent of Ernst & Young
<PAGE>
Exhibit 5.1
(Letterhead of Law Offices of Jeffrey D. Marks, Esq., P.C.)
February 7, 2000
Vertex Industries, Inc.
23 Carol Street
Clifton, New Jersey 07014
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to
be filed by you with the Securities and Exchange Commission on or
about February 11, 2000 (the "Registration Statement"), in
connection with the registration under the Securities Act of
1933, as amended, of up to 11,657,142 shares of your Common Stock
(the "Shares"). As your legal counsel, we have examined the
proceedings taken by you in connection with the issuance and sale
of the Shares.
It is our opinion that the Shares have been legally issued
and are fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement, including the
Prospectus constituting a part thereof, and any amendments
thereto.
Very truly yours,
LAW OFFICES OF
JEFFREY D. MARKS, ESQ., P.C.
/s/ Law Offices of Jeffrey D. Marks, Esq., P.C.
JDM/cmr
<PAGE>
Exhibit 23.1
(Letterhead of Ernst & Young LLP)
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3, No. 33-00000)
and related Prospectus of Vertex Industries, Inc. for the
registration of 11,657,142 shares of its common stock and to the
incorporation by reference therein of our report dated January
10, 2000, with respect to the consolidated financial statements
and schedule of Vertex Industries, Inc. 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
February 7, 2000
<PAGE>
Exhibit 23.2
(Sax Macy Fromm & Co., PC Letterhead)
Consent of Independent Public Accountants
We consent to the incorporation by refrence in this Registration
Statement (Form S-3, No. 33-897-NY) 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. We also consent to the reference to us
under the heading "Experts" in the Prospectus which is part of the
Registration Statement
/s/ Sax Macy Fromm & Co., PC
Certified Public Accountants
Clifton, New Jersey
February 7, 2000
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 Transition Report on Form 10-K for the year ended
September 30, 1999 and to all references to our Firm included in
this registration statement.
/s/ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 7, 2000
<PAGE>
Exhibit 23.4
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3, No. 33-00000)
and related Prospectus of Vertex Industries, Inc. for the
registration of 11,657,142 shares of its common stock and to the
incorporation by reference therein 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
February 7, 2000
<PAGE>
Exhibit 23.5
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3, No. 33-00000)
and related Prospectus of Vertex Industries, Inc. for the
registration of 11,657,142 shares of its common stock and to the
incorporation by reference therein 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
February 7, 2000
