<PAGE>
As filed with the Securities and Exchange Commission on ______________________.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
--------------------------------
VERTEX INTERACTIVE, 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)
-------------------------------
Nicholas R.H. Toms
Vertex Interactive, 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
-------------------------------
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.
<PAGE>
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 ]
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<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 Offering Price Fee
============================================================================================================
<S> <C> <C> <C> <C>
Common stock, par
value $0.005 per share 5,712,397 4.69 26,791,142 $6,698
============================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended.
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.
2
<PAGE>
PROSPECTUS
(SUBJECT TO COMPLETION)
5,712,397 Shares of Common Stock
VERTEX INTERACTIVE, INC.
Vertex Interactive, Inc. provides data collection and management
systems that allow businesses to more efficiently serve their customers from the
entry of an order for a product through its delivery to the user. This
Prospectus relates to the offer and sale from time to time of up to 5,712,397
shares of our common stock by the Vertex Interactive, Inc. shareholders named in
this Prospectus. We will not receive any proceeds from the sale of these shares.
Our common stock is listed on the Nasdaq National Market under the
symbol "VETX ". The last reported sale price of our common stock on December 21,
2000 was $4.69 per share.
Our principal executive offices are located at 23 Carol Street,
Clifton, New Jersey, 07014, and our telephone number at that address is (973)
777-3500.
----------------------------------
See "Risk Factors" beginning on page 4 for information you should
consider before purchasing these shares.
------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
If it is against the law in any state to make an offer to sell the
shares, or to solicit an offer from someone to buy the shares, then this
Prospectus does not apply to any person in that state, and no offer or
solicitation is made by this Prospectus to any such person.
You should rely only on the information provided or incorporated by
reference in this Prospectus or any supplement. Neither we nor any of the
selling stockholders have authorized anyone to provide you with different
information. You should not assume that the information in this Prospectus or
any supplement is accurate as of any date other than the date on the front of
such documents.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Summary .................................................................. 4
Risk Factors ............................................................. 4
Cautionary Note Regarding Forward-Looking Statements...................... 8
Where You Can Find More Information....................................... 9
About Vertex Interactive, Inc............................................. 10
Use of Proceeds........................................................... 10
Selling Stockholders...................................................... 10
Plan of Distribution...................................................... 18
Legal Matters............................................................. 20
Experts................................................................... 20
</TABLE>
3
<PAGE>
SUMMARY
Vertex Interactive, Inc. is a leading provider of supply chain management
software and systems. Our products focus on the execution part of supply chain
management, which is the automation of business processes designed to manage
orders, manage the procurement and selection of products so ordered, and manage
the delivery of such products through the chain of supply to end customers.
These systems include both proprietary and third party software and third party
hardware, which are resold by us as part of an integrated solution.
This Prospectus relates to the offer and sale from time to time of up to
5,712,397 shares of our common stock by the Vertex Interactive, Inc.
shareholders named in this Prospectus. We will not receive any proceeds from the
sale of these shares.
Recent Developments
On December 12, 2000, we entered into a definitive agreement to acquire
Applied Tactical Systems ("ATS") in a transaction valued at approximately $26
million, to be paid for through the issuance of 3.0 million shares of our common
stock. The transaction is expected to close by December 31, 2000. ATS is a
leading provider of real time interactive supply chain management software
headquartered in Fairfield, New Jersey with regional offices in New York and
Ohio.
The date of this Prospectus is __________________.
RISK FACTORS
You should carefully consider the following risk factors relating to
Vertex Interactive, Inc. and our common stock before purchasing the shares
offered by this prospectus.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR PAST AND ANTICIPATED FUTURE
ACQUISITIONS OF OTHER BUSINESSES.
Since September, 1999, we have acquired eight businesses, have agreed
to acquire a ninth, and expect to continue acquiring businesses as part of our
growth strategy of supplementing internal expansion with acquisitions. Our
acquisitions may not improve our financial performance in the short or long term
as we expect.
On September 22, 1999, we acquired all of the outstanding capital stock
of ICS International AG ("ICS"), a leading provider in Germany of integrated
high-end wireless data capture solutions to industrial users.
On September 27, 1999, we acquired all of the stock of Portable
Software Solutions Limited, a company organized under the laws of England, and
related companies (the "PSS Group"). The PSS Group is a leading provider of
handheld terminal solutions to mobile workers in the United Kingdom, primarily
in the door-to-door insurance and dairy industries.
On March 31, 2000, we acquired all of the stock of Data Control
Systems, Inc., ("Data Control"), a New Jersey based company. Data Control is a
leading provider of wireless product tracking and warehouse management systems.
4
<PAGE>
In April, 2000, we acquired all of the stock of Auto-ID, Inc., a
Florida based reseller of bar coding equipment.
In June, 2000, we acquired Societe Italiana Servizi Italservice S.r.l.
("S.I.S."), a provider of computer maintenance and software support services.
S.I.S. is headquartered in Milan, Italy and has customers throughout Italy,
France and Spain.
In June, 2000, we acquired all of the stock of Positive Developments,
Inc. ("PDI"), a California based designer of software solutions for supply chain
applications.
In June, 2000, we acquired all of the stock of Communication Services,
International, Incorporated ("CSI"), a California based designer and installer
of wireless communications and cabling networks.
Effective September 30, 2000 we acquired all of the stock of
Renaissance Software, Inc. ("Renaissance"). Renaissance is headquartered in Lake
Success, New York and is a leading provider of e-business supply chain
management software.
In December, 2000 we agreed to acquire all of the stock of Applied
Tactical Systems ("ATS"), a leading provider of real time interactive supply
chain management software.
o We plan on bringing the PSS Group, ICS, and S.I.S. products to the
United States market and plan on integrating DCS, CSI, Renaissance
and ATS with the European Market. Our ability to integrate the
products of any acquired businesses may be adversely affected by
customer resistance to acquired products.
o Our failure to retain management and sales personnel and higher
administrative cost may also affect our ability to integrate
acquired businesses, although we have not had those problems with
the acquisitions to date. We also do not anticipate this problem
with ATS.
o Through our future acquisitions, we may not eliminate as many
redundant costs as we anticipated in selecting our acquisition
candidates. The eight acquisitions completed have met cost saving
expectations and we anticipate that the ATS acquisition will also do
so.
o One or more of our acquisition candidates also may have liabilities
or adverse operating issues that we failed to discover prior to the
acquisition. Although that is not the case thus far, it may be in
the future.
o Even if acquired companies eventually contribute to an increase in
our profitability, the acquisitions may adversely affect our
earnings in the short term. Our earnings may decrease as a result of
transaction-related expenses we record for the quarter in which we
complete an acquisition. The amortization of goodwill and
depreciation resulting from acquisitions also may contribute to
reduce earnings.
o The way in which we pay for acquired businesses also involves risks.
Our past acquisitions have been structured both as stock-for-stock
transactions and cash transactions. Continuing volatility in the
U.S. securities markets and fluctuations in
5
<PAGE>
our stock price may increase the risk that our stock-for-stock
acquisitions could dilute our earnings per share. With respect to
cash acquisitions, if we increase our bank borrowings or issue debt
securities to finance future acquisitions, we will increase our
level of indebtedness and interest expense, while if we issue
additional common stock, we may dilute the ownership of our
stockholders. In addition, we may not be able to obtain the funds we
need on acceptable terms. These risks in the way we finance
acquisitions could have a material adverse effect on our business,
operating results and financial condition.
OUR STOCK PRICE HAS FLUCTUATED OVER A WIDE RANGE, AND COULD FLUCTUATE
SIGNIFICANTLY IN THE FUTURE, AS A RESULT OF OUR OPERATING PERFORMANCE AND
CONDITIONS IN OUR INDUSTRY.
From time to time, there may be significant volatility in the market
price for our common stock. Since our common stock began to trade publicly in
1986, its market price has fluctuated over a wide range. During our last four
complete fiscal quarters, the high last reported sale price of our common stock
was $18.31 and the low last reported sale price of our common stock was $2.19. A
number of factors involving Vertex Interactive, Inc. and our industry could
contribute to future fluctuations in our stock price.
These factors include the following:
o quarterly operating results of Vertex Interactive Inc. which could
affect the attractiveness of our stock compared to the securities of
other companies with better results or companies in other
businesses;
o changes in general conditions in the economy or the technology
sector which could affect the demand for our products and our
operating results;
o our failure to complete and successfully integrate acquisitions of
other companies, which could adversely affect our operating results
and our ability to grow; and
o competition in the market, defined as both technology offerings and
pricing, are intense, which could effect the demand for our product
and operating results.
THE DATA COLLECTION AND WAREHOUSE MANAGEMENT BUSINESSES ARE HIGHLY
COMPETITIVE.
We face competition from numerous foreign and domestic companies of
various sizes. In our opinion, dominant companies with which we compete are,
among others, Manhattan Associates, EXE Technologies, JDA Software, McHugh
Software and Robocom Systems, as well as a variety of smaller software
providers. Less often we will compete with companies such as i2 Technologies and
IBM, who are also business partners, as well as ERP vendors such as SAP, Baan
and Jd Edwards, some of whom are also partners in middleware technologies. Many
of our competitors have greater financial, technical and marketing resources
than we do. Competition in these areas is further complicated by possible shifts
in market share due to technological innovation, changes in product emphasis and
applications and new entrants with greater capabilities or better prospects.
However, we believe that no other company possesses the broad base and
depth of supply chain fulfillment products from the web based JAVA platform of
our eSCM suite of products to the software solutions such as Stradivari which we
believe provide us with a significant competitive advantage.
6
<PAGE>
WE HAVE ACQUIRED OPERATIONS IN EUROPE WHICH MAY ADVERSELY EFFECT OUR
OPERATING RESULTS.
The acquisitions of the PSS Group, ICS, and S.I.S. referred to in the
first listed Risk Factor, have provided a presence for us throughout Europe.
Risks of our international operations include:
o difficulties in collecting accounts receivable and longer collection
periods than we are accustomed to in the United States
o difficulties in staffing and managing foreign operations
o changing and conflicting regulatory requirements
o potentially adverse tax consequences, tariffs and general export
restrictions
o political instability
o fluctuations in currency exchange rates which may adversely impact
reported revenue and earnings
o seasonal reduction in business activity during the summer months in
Europe
o the impact of local economic conditions and practices.
Any of the above factors 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.
OUR SUCCESS LARGELY DEPENDS ON OUR ABILITY TO RETAIN OUR SENIOR
MANAGEMENT.
We are dependent in large part on the services of Nicholas R.H. Toms
and Hugo Biermann, our Joint Chairmen of the Board and Joint Chief Executive
Officers, Donald W. Rowley, our Executive Vice President of Finance and
Administration, Raymond J. Broek, our Chief Financial Officer, Douglas Davis,
our President of Point Solutions, a division of Vertex, Jacqui Gerrard, our
Chief Operating Officer-Europe, Robert Schilt, the President and Chief Executive
Officer of our subsidiary Renaissance Software Inc, and Louis Schilt, the Chief
Operating Officer of Renaissance. Mr. Toms and Mr. Biermann provide services
pursuant to a five year agreement through September 27, 2004, which
automatically renews for successive one year terms unless terminated by Vertex
or Mr. Toms and Mr. Biermann not less than 30 days prior to September 27, 2004
or any subsequent one year renewal term. Mr. Rowley and Ms. Gerrard do not have
employment agreements with Vertex. Mr. Broek has an employment agreement through
March 5, 2005. Mr. Davis has an employment agreement which may be terminated
upon 30 days written notice by him or Vertex. Both Robert Schilt and Louis
Schilt have 2 year employment agreements through September 17, 2002. 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 our business.
7
<PAGE>
We are also dependent upon a number of highly skilled engineers and
software specialists. We believe that the growth and future success of our
business will depend in large part on our continued ability to attract, motivate
and retain highly-skilled personnel. We may not be successful in doing so, as
the competition for qualified personnel in our industry is intense.
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY
AFFECT OUR STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.
Future sales of substantial amounts of our common stock in the public
market, or the perception that such sales could occur, could adversely affect
prevailing market prices for our common stock and could impair our ability to
raise capital through future offerings of equity securities.
As of the date of this Prospectus, we are required by various
registration rights agreements to effect registration statements covering
resales of approximately 10,943,646 shares of common stock. This Prospectus
forms a part of such a registration statement for 5,712,397 shares, which is
stock we issued to stockholders of acquired businesses Auto ID, Inc,
Communication Services, International, Incorporated, and Positive Developments,
Inc, as well as shares we issued to private investors and a consultant through
our recent private placement as well as shares we issued to additional
corporate consultants. The remaining 5,231,249 shares are related to the
Renaissance acquisition (3,571,144 shares and 535,644 shares reserved for
issuance under stock options), and a private placement of 1,124,461 shares
completed on December 20, 2000. We are obligated to file a registration
statement with the Securities and Exchange Commission for 50% of the Renaissance
shares within 15 days after financial results covering at least 30 days of
combined operations of Renaissance with Vertex have been publicly filed or
announced. We are obligated to file a registration statement for the remaining
50% of the Renaissance shares on June 30, 2001. We are obligated to use our best
efforts to file a registration statement for the private placement shares by
March 20, 2001. We also expect to grant registration rights to the stockholders
of other businesses we may acquire in the future. We are required to bear the
expenses of these registrations.
WE DO NOT ANTICIPATE THAT WE WILL PAY CASH DIVIDENDS ON OUR COMMON
STOCK.
We have never paid cash dividends on our common stock and we do not
anticipate that we will pay cash dividends in the foreseeable future.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the information incorporated by reference in it, as
well as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. We intend the forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements in these
sections. All statements regarding our expected financial position and operating
results, our business strategy, our financing plans, forecasted demographic and
economic trends relating to our industry, our ability to complete acquisitions
and to recover acquisition-related costs, and similar matters are
forward-looking statements. These statements can sometimes be identified by our
use of forward-looking words such as "may," "will," "anticipate," "estimate,"
"expect" or "intend." We cannot promise you that our expectations in such
forward-looking statements will turn out to be correct. Our actual results could
be materially different from our expectations. Important factors that could
cause our actual results
8
<PAGE>
to be materially different from our expectations include those discussed in this
Prospectus under the caption "Risk Factors."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC under the Securities Exchange Act. Our Securities
Exchange Act file number for those SEC filings is 0-15066. You may read and copy
any document we file at the following SEC public reference rooms in Washington,
D.C., and at the following SEC regional offices:
<TABLE>
<S> <C> <C>
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, DC 20549 New York, NY 10048 Chicago, IL 60661
</TABLE>
You may obtain information on the operation of the public reference
rooms by calling the SEC at 1-800-SEC-0330.
We file information electronically with the SEC. Our SEC filings also
are available from the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements, and other information regarding
issuers that file electronically.
This Prospectus is part of a registration statement we filed with the
SEC. The SEC allows us to "incorporate by reference" certain documents we filed
with it, 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 documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act until all of the selling stockholders sell all of the shares or the
offering is otherwise terminated:
o Our Annual Report on Form 10-K for our fiscal year ended September
30, 2000, which we filed on December 19, 2000.
o Our Schedule 14A Information Statement which we filed on December
19, 2000
o Our current reports on Form 8K/A which we filed on December 4, 2000,
June 14, 2000 and December 6, 1999.
o Our current reports on Form 8-K which we filed on October 2, 2000,
April 12, 2000 and October 7, 1999.
o The description of our common stock contained in our registration
statement on Form S-18 filed with the SEC, effective June 2, 1986,
including any amendments or reports we filed for the purpose of
updating this description; and
o Any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act.
9
<PAGE>
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 Interactive, Inc.
23 Carol Street
Clifton, New Jersey 07014
(973) 777-3500
ABOUT VERTEX INTERACTIVE, INC.
Vertex Interactive, Inc. provides data collection and management systems that
allow businesses to more efficiently serve their customers from the entry of an
order for a product through its delivery to the user. This type of service is
generally referred to as "Supply Chain Management". We design and supply the
software programs that are required for this marketplace, install wireless
communications and cabling networks, and supply the devices, which are
manufactured by others.
The orders may be taken by a salesman in the customer's facility utilizing a
hand held computer, over the phone or by transmission over the internet directly
to the customer's computer system. Once the order is in the system, our software
matches what is in inventory to the orders received and directs the staff in the
warehouse, also equipped with hand held computers, to gather the items necessary
to fulfill the order, pack them into a shipping container and deliver the
container to the shipping area. In the shipping area, our system has printed the
necessary paperwork and labels to direct the shipping clerks as to the
destination and method of transportation for the shipment.
In some applications, the driver of the delivery vehicle may also act as a
salesman. In these cases, he will have inventory on the truck that is not
allocated to particular orders. He can then sell this inventory to users who may
need it, but had not entered a large enough order for that product, or who
require additional products. The user may also have products that he wants to
return for credit. The driver/salesman can handle these transactions in the
user's facility utilizing a hand held computer which is in direct contact with
the warehouse computer.
We design the computer programs which handle the communications between all of
the workers, whether they are mobile or in a facility. In addition we have
designed products which manage all inventory functions within the warehouse.
This is often referred to as a warehouse management system.
USE OF PROCEEDS
The selling stockholders will receive all of the net proceeds from the
sale of their shares. Accordingly, Vertex Interactive, Inc., will not receive
any proceeds from the sale of the shares.
SELLING STOCKHOLDERS
On March 30, 2000, we completed the first phase of a private placement
by issuing 2,887,500 unregistered common shares, par value of $.005 per share,
to various investors for $23,100,000. From April 3 through April 17, 2000, we
sold an additional 406,250 unregistered common shares to various investors for
$3,250,000.
10
<PAGE>
In connection with the private placement, in March, 2000 we retained
the services of Halpern Capital Advisors, a financial consulting firm controlled
by Baruch Halpern. Halpern Capital Advisors is a division of Goldsmith & Harris,
a registered broker-dealer. As partial compensation for services, 300,000
options to purchase our common stock were issued to Baruch and Shoshana Halpern
at an exercise price of $8 per share. The shares underlying the options are
being registered by this Registration Statement.
In April, 2000, we issued 100,000 unregistered shares of our common
stock to acquire all of the outstanding common stock of Auto-ID, Inc.
("Auto-ID"), a reseller of bar coding equipment.
Also in April, 2000 we retained the services of H.C. Wainwright & Co.,
Inc., a financial consulting firm, to assist us in evaluating various strategic
growth alternatives. As partial compensation for services, 50,000 options to
purchase our common stock were issued to H.C. Wainwright, Inc at an exercise
price of $8 per share. The shares underlying the options are being registered by
this Registration Statement.
In May 2000, we retained the services of Ibis Consulting Group, a
financial consulting firm, in connection with potential capital raising
transactions. As partial compensation for services, 250,000 options to purchase
our common stock were issued to Ibis Consulting Group at an exercise price of
$6.50 per share. The shares underlying the options are being registered by this
Registration Statement.
In June, 2000, we acquired Positive Developments, Inc. ("PDI"), a
designer of software solutions for supply chain applications, by exchanging
400,000 shares of our unregistered common stock for all of the common stock of
PDI.
Also in June, 2000, we acquired Communication Services International,
Incorporated ("CSI"), a designer and installer of wireless communications and
cabling networks, by exchanging 1,317,647 shares of our unregistered common
stock for all of the common stock of CSI.
On July 5, 2000, we retained the services of Brookside Management
Consultants Inc., a management consulting firm controlled by Gerald R. Cioci, to
assist us in developing cash management systems. As partial compensation for
services, 1,000 options to purchase our common stock were issued to Mr. Cioci at
an exercise price of $10.25 per share. The shares underlying the options are
being registered by this Registration Statement.
Pursuant to various agreements in connection with the above
transactions, we are obligated to file a registration statement registering the
shares we issued. Set forth below are the names of the holders of the shares of
common stock issued in connection with the transactions above, together with the
number of shares held by each such person which, to the best of our knowledge,
represent all of the shares held by such holders. These shares are being
registered by this Registration Statement.
11
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<TABLE>
<CAPTION>
Name of Number Percentage Shares Beneficially
Beneficial of of Shares Relationship Owned After
Owner Shares Outstanding to Company Offering
---------- ------ ----------- ------------ -------------------
<S> <C> <C> <C> <C>
A. Carey Zesiger 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
The Jenifer Altman 25,000(1) .0905 0
Foundation
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Alexa Zesiger Carver 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Albert L. Zesiger 38,000(1) .1376
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Alza Corporation 31,000(1) .1122 0
Retirement Plan
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Asphalt Green, Inc. 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Barrie Ramsay Zesiger 25,000(1) .0905 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Butler Family LLC 13,000(1) .0470 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
David W. Zesiger 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
The Dean Witter 31,000(1) .1122 0
Foundation
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
Salvador O. Gutierrez 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
The Ferris F. Hamilton 16,000(1) .0579 0
Family Trust
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Mary Ann S. Hamilton Trust 16,000(1) .0579 0
For Self
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
HBL Charitable Unitrust 13,000(1) .0470 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Andrew Heiskel 25,000(1) .0905 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Helen Hunt 13,000(1) .0470 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
James Cleary 1,000(1) .0036 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
John J. & Catherine H. 1,000(1) .0036 0
Kayola JTWROS
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Jeanne L. Morency 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Psychology Associates 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Leonard E. Kingsley
Zesiger Capital Group LLC 13,000(1) .0470 0
320 Park Avenue
New York, NY 10022
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
The Lazar Foundation 13,000(1) .0470 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Peter A. Looram 9,000(1) .0325 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Mary C. Anderson 9,000(1) .0325 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Murray Captial, LLC 13,000(1) .0470 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Mary I. Estabil 1,000(1) .0036 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
City of Milford Employee 94,000(1) .3404 0
Pension Fund
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Domenic J. Mizio 25,000(1) .0905 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Morgan Trust Co. of the 25,000(1) .0905 0
Bahamas LTD.
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Nat Fed of Ind Bus Emp 44,000(1) .1593 0
Pen TR
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Natl Fedn Ind Bus Corp A/C 44,000(1) .1593 0
Zesiger Capital Group LLC
320 Park Ave
New York, NY 10022
Nicola Z. Mullen 6,000(1) .0217 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
</TABLE>
14
<PAGE>
<TABLE>
<S> <C> <C> <C>
Norwalk Employees' Pension 63,000(1) .2281 0
Plan
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Public Employee Ret System 420,000(1) 1.521 0
of Idaho
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Roanoke College 31,000(1) .1122 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
City of Stamford Firemen's 50,000(1) .1810 0
Pension Fund
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Susan Uris Halpern 25,000(1) .0905 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
William B. Lazar 9,000(1) .0325 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Wells Family LLC 31,000(1) .1122 0
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Harold & Grace Willens 13,000(1) .0470 0
JTWROS
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
Wolfson Investment Partners 19,000(1) .0688 0
L.P.
Zesiger Capital Group LLC
320 Park Avenue
New York, NY 10022
David C. Halpert 3,000 .0108 0
262 Mott Street Apt 201
New York, NY 10012
P.A. W. Partners, L.P. 62,500(2) .2263 0
10 Glenville Street
Greenwich, CT 06831
</TABLE>
15
<PAGE>
<TABLE>
<S> <C> <C> <C>
P.A.W. Offshore Fund, Ltd 62,500(2) .2263 0
10 Glenville Street
Greenwich, CT 06831
RIT Capital Partners PLC 312,500(3) 1.131 0
Spencer House
27 St. James's Place
London SW1A1NR
Sofaer Funds SCI Global 312,500(3) 1.131 0
Hedge Fund,
Meespierson (Cayman)
Limited, trustee
P.O. Box 2003 GT
Grand Pavillion Commercial
Center
Bougainvillea Way
802 West Bay Road
Grand Cayman
Mayer Offman 200,000 .7243 0
265 E. 66th Street
Apt 11C
New York, NY 10021
Federal Partners, L.P. 812,500(4) 2.942 0
c/o The Clark Estates, Inc.
1 Rockefeller Plaza
15 West 48th Street
31st Floor
New York, NY 10020
Baruch and 393,750(5) 1.426 0
Shoshana Halpern
c/o Halpern Capital Advisors
575 Lexington Avenue
4th floor
New York, NY 10022
Kosta Kartsotis 125,000 .4527 0
Fossil Worldwide
2280 Greenville
Richardson, TX 75082
Antoine Tristani 62,500 .2263 0
2241 Sacramento Street
Apt 2
San Francisco, CA 94115
Eleftherios Kostis 100,000 .3621 Sales Consultant 0
13715 Halliford Drive
Tampa, Florida 33624
Walt Reichman 287,978 1.042 President, Positive 0
2525 East Maverick Avenue Developments, Inc.
Anaheim, CA 92806
Robert Ferreras 53,794 .1948 Sales Consultant 0
8223 De Palma Street
Downey, CA 90241
</TABLE>
16
<PAGE>
<TABLE>
<S> <C> <C> <C>
Doug Davis 29,892 .1082 President of Point Solutions, 0
2917 Hermosa View Drive a division of Vertex
Hermosa Beach, CA 90254
Deborah Pierce 26,897 .0974 Sales Consultant 0
2226 Canehill
Long Beach, CA 90815
Steven Huizenga 1,439 .0052 Senior Programmer 0
242 Eisenhower Way
Placentia, CA 92870
Roger Henley 455,529 1.649 Divisional President 0
2904 Camino Capistrano # B
San Clemente, CA 92672
William Ludka 410,353 1.486 Divisional Vice 0
3052 Brimhall Drive President/Sales
Los Alamitos, CA 90720
Steven White 451,765 1.636 0
3125 Corte Marin
Newport Beach, CA 92660
H.C. Wainwright & Co., Inc. 22,500(6) .0814 0
245 Park Avenue 44th Floor
New York, NY 10167
Scott Weisman 2,500(7) .0090 0
c/o H.C. Wainwright
245 Park Avenue
New York, NY 10167
Matt Balk 2,500(7) .0090 0
c/o H.C. Wainwright
245 Park Avenue
New York, NY 10167
Jason Adelman 7,500(7) .0271 0
c/o H.C. Wainwright
245 Park Avenue
New York, NY 10167
Eric Singer 15,000(7) .0543 0
c/o H.C. Wainwright
245 Park Avenue
New York, NY 10167
Ibis Consulting Group 250,000(8) .9054 0
4500 Campus Drive
Suite #217
Newport Beach, CA
Gerald R. Cioci 1,000 .00003 0
79 Brookside Terrace
North Caldwell,
New Jersey 07006
</TABLE>
17
<PAGE>
1. Zesiger Capital Group LLC ("ZCG") is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. ZCG exercises sole
Investment discretion (dispositive and voting power decisions) with
respect to the shares of Common Stock of Vertex. The individual
responsible for making the decisions at ZCG is Albert L. Zesiger
Managing Director.
2. Peter Wright has dispositive and voting power over the shares.
3. Daniel Green has dispositive and voting power over the shares.
4. Stephen M. Duff, a director of the Company, has dispositive and
voting power over the shares.
5. Includes shares underlying 300,000 options issued pursuant to the
Financial Consulting Agreement referred to at the beginning of this
Section.
6. Steve Yardumian has dispositive and voting power over the shares.
7. These shares are a portion of the 50,000 shares underlying the
options issued to H.C. Wainwright & Co., referred to at the
beginning of this section. The options have been assigned by H.C.
Wainwright & Co. to the named individuals.
8. Dina Lyaskavets and Edward Berry have dispositive and voting power
over the shares.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this Prospectus, by their transferees, or by their other
successors in interest. The selling stockholders may sell their shares at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices. Each selling
stockholder reserves the right to accept or reject, in whole or in part, any
proposed purchase of shares, whether the purchase is to be made directly or
through agents.
The selling stockholders may offer all or a portion of their shares at
various times in one or more of the following transactions:
o In ordinary brokers' transactions and transactions in which the
broker solicits purchasers;
o In transactions in which brokers, dealers or underwriters
purchase the shares as principal and resell the shares for their
own accounts pursuant to this Prospectus;
o In transactions "at the market" to or through market makers in
the common stock or into an existing market for the common stock;
o In other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or
sales of the shares effected through agents;
o In privately negotiated transactions;
o In transactions to cover short sales; or
o In a combination of any of the foregoing transactions.
18
<PAGE>
The selling stockholders also may sell their shares in accordance with Rule 144
under the Securities Act.
From time to time, one or more of the selling stockholders may pledge
or grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time by
this Prospectus. The selling stockholders also may transfer and donate shares in
other circumstances. The number of shares beneficially owned by selling
stockholders will decrease as and when the selling stockholders transfer or
donate their shares or default in performing obligations secured by their
shares. The plan of distribution for the shares offered and sold under this
Prospectus will otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest will be selling
stockholders for purposes of this Prospectus.
A selling stockholder may sell short the common stock. The selling
stockholder may deliver this Prospectus in connection with such short sales and
use the shares offered by this Prospectus to cover such short sales.
A selling stockholder may enter into hedging transactions with
broker-dealers. The broker-dealers may engage in short sales of the common stock
in the course of hedging the positions they assume with the selling stockholder,
including positions assumed in connection with distributions of the shares by
such broker-dealers. A selling stockholder also may enter into option or other
transactions with broker-dealers that involve the delivery of the shares to the
broker-dealers, who may then resell or otherwise transfer such shares. In
addition, a selling stockholder may loan or pledge shares to a broker-dealer,
which may sell the loaned shares or, upon a default by the selling stockholder
of the secured obligation, may sell or otherwise transfer the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or
agents to sell their shares. The persons acting as agents may receive
compensation in the form of commissions, discounts or concessions. This
compensation may be paid by the selling stockholders or the purchasers of the
shares for whom such persons may act as agent, or to whom they may sell as
principal, or both. The compensation as to a particular person may be less than
or in excess of customary commissions. The selling stockholders and any agents
or broker-dealers that participate with the selling stockholders in the offer
and sale of the shares may be deemed to be "underwriters" within the meaning of
the Securities Act. Any commissions they receive and any profit they realize on
the resale of the shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any selling stockholders
can presently estimate the amount of such compensation.
If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
Prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters
19
<PAGE>
will be obligated to purchase all of the shares specified in the supplement if
they purchase any of the shares.
We have advised the selling stockholders that during such time as they
may be engaged in a distribution of the shares, they are required to comply with
Regulation M under the Securities Exchange Act. With exceptions, Regulation M
prohibits any selling stockholder, any affiliated purchasers and other persons
who participate in such a distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase, any security which is
the subject of the distribution until the entire distribution is complete.
It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the common stock.
This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with Vertex
Interactive, Inc. or, if earlier, on the date on which the selling stockholder
has sold all of his shares.
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 Annual Report on Form 10-K for the year
ended September 30, 2000, as set forth in their report appearing therein, which
is incorporated by reference in this prospectus and registration statement. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
Margolin, Winer & Evens LLP, independent auditors, have audited the financial
statements of Renaissance Software, Inc. for the years ending December 31, 1999
and 1998, appearing in our Current Report on Form 8-K/A dated September 18,
2000, filed with the Securities and Exchange Commission on December 4, 2000, as
set forth in their report appearing therein, which is incorporated by reference
in this prospectus and registration statement. The financial statements of
Renaissance Software, Inc. for the years ending December 31, 1999 and 1998 are
incorporated by reference in reliance on Margolin, Winer & Evens LLP's report,
given on their authority as experts in accounting and auditing.
WithumSmith+Brown, independent auditors, have audited the combined financial
statements of Data Control Systems, Inc. and DCS Capital Corp. for the years
ending November 30, 1999 and 1998, appearing in our Current Report on Form 8-K/A
dated March 31, 2000, filed with the Securities and Exchange Commission on June
14, 2000, as set forth in their report appearing therein, which is incorporated
by reference in this prospectus and registration statement. The combined
financial statements of Data Control Systems, Inc. and DCS Capital Corp. for the
20
<PAGE>
years ending November 30, 1999 and 1998 are incorporated by reference in
reliance on WithumSmith+Brown's report, given on their authority as experts in
accounting and auditing.
Ernst & Young, independent auditors, 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.
ATM Consult GmbH Wirtschaftsprufungsgesellschaft, independent auditors, 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
Wirtschaftspruefungsgesellschaft'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 Vertex in connection with the sale and distribution of the
securities registered hereby:
<TABLE>
<S> <C>
SEC registration fee.................................. $ 6,698
Printing expenses..................................... $ 500
Blue Sky fees and expenses............................ $ 250
Accountants' fees and expenses........................ $10,000
Legal fees and expenses............................... $14,000
Miscellaneous......................................... $ 200
-------
Total................................................. $31,648
</TABLE>
Item 15. Indemnification of Directors and Officers
Our Amended Certificate of Incorporation limits directors' and
officers' liability for monetary damages for breaches of their duties of care
owed to Vertex 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 Vertex or
21
<PAGE>
our 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 company 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 company, 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 company, 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 company as well as in the case where the corporate agent is adjudged to be
liable to the company 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 company 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. We have such insurance in effect with
aggregate and per occurrence limitations of $5 million.
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
The undersigned 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
23
<PAGE>
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.
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 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
23
<PAGE>
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 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.
(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.
24
<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 22nd day of
December, 2000.
VERTEX INTERACTIVE, INC.
BY:/s/NICHOLAS R.H. TOMS
-------------------------------------------
NICHOLAS R.H. TOMS
Joint Chief Executive Officer
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.
<TABLE>
<S> <C>
DATED: December 22, 2000 BY: /S/ HUGO H. BIERMANN
------------------------------------------
HUGO H. BIERMANN
Joint Chairman of the Board
Joint Chief Executive Officer and Director
DATED: December 22, 2000 BY: /S/ NICHOLAS R.H. TOMS
------------------------------------------
NICHOLAS R.H. TOMS
Joint Chairman of the Board
Joint Chief Executive Officer and Director
DATED: December 22, 2000 BY: /S/ STEPHEN M. DUFF
------------------------------------------
STEPHEN M. DUFF
Director
DATED: BY:
------------------------------------------
WAYNE L. CLEVENGER
Director
DATED: December 22, 2000 BY: /S/ GEORGE POWCH
------------------------------------------
GEORGE POWCH
Director
DATED: BY:
------------------------------------------
JOSEPH R. ROBINSON
Director
DATED: December 22, 2000 BY: /S/ GREGORY N. THOMAS
------------------------------------------
GREGORY N. THOMAS,
Vice Chairman of the Board
Director
DATED: BY:
------------------------------------------
OTTO LEISTNER
Director
</TABLE>
25
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ------------
<C> <C>
5.1 Opinion of Law Offices of Jeffrey D. Marks, Esq., P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Margolin, Winer & Evens, LLP
23.3 Consent of WithumSmith + Brown
23.4 Consent of ATM Consult GmbH Wirtschaftsprufungsgesellschaft
23.5 Consent of Ernst & Young
</TABLE>
