As filed with the Securities and Exchange Commission on June 10, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMNEX, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
11-2790221
(I.R.S. employer identification no.)
101 Park Avenue, New York, New York 10178
(Address of principal executive offices)
1992 STOCK OPTION PLAN
(Full title of plan)
Peter M. Izzo, Jr.
President
AMNEX, Inc.
101 Park Avenue
New York, New York 10178
(212) 867-0166
(Name, address and telephone number,
including area code, of agent for service)
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Copies of all communications and notices to:
Fred S. Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
(516) 296-7000
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(Cover continued on following page)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
shares to be to be price offering registration
registered registered(1) per share (2) price(2) fee
Common Shares, 750,000 $3.40625(3) $2,554,687.50 $880.93
(par value shs.
$.001 per
share)
(1) This Registration Statement also covers such additional number of
Common Shares as may be issuable by reason of the operation of
the antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457.
(3) Calculated in accordance with Rule 457(h). Represents the
average of the high and low trading prices of the Common Shares
of AMNEX, Inc. on June 3, 1996.
<PAGE>
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-58082) are incorporated herein by reference, except that Item 8 of Part
II is included herein as follows:
Item 8. Exhibits
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4 - 1992 Stock Option Plan, as amended1.
5 - Opinion of Certilman Balin Adler & Hyman, LLP as to the
legality of the Common Shares registered hereunder.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Certilman Balin Adler & Hyman, LLP (included in its
opinion filed as Exhibit 5).
24 - Powers of Attorney (included in signature page forming a part
hereof).
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1Denotes document filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995 and incorporated herein by reference.
II-1
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 6th day of June,
1996.
AMNEX, INC.
By:/s/Peter M. Izzo, Jr.
----------------------------
Peter M. Izzo, Jr.
President and
Chief Executive Officer
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Peter M. Izzo, Jr. and Kenneth G. Baritz his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
President, Chief
Executive Officer and
Director (Principal
/s/Peter M. Izzo, Jr. Executive Officer) June 6, 1996
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Peter M. Izzo, Jr.
<PAGE>
Chairman of the
Board (Principal
/s/Kenneth G. Baritz Financial Officer) June 6, 1996
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Kenneth G. Baritz
Vice President - Finance,
Treasurer and Chief
Accounting Officer
(Principal Accounting
/s/Richard L. Stoun Officer) June 6, 1996
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Richard L. Stoun
/s/Russell K. Burbank Director June 7, 1996
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Russell K. Burbank
/s/Michael V. Dettmers Director May 28, 1996
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Michael V. Dettmers
Exhibit 5
June 6, 1996
AMNEX, Inc,
101 Park Avenue
New York, NY 10178
Re: Registration of 750,000 Common Shares,
par value $.001 per share, under the
Securities Act of 1933, as amended
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Gentlemen:
In our capacity as counsel to AMNEX, Inc., a New York corporation
(the "Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-8 being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering an aggregate of
750,000 Common Shares, par value $.001 per share, of the Company (the "Shares")
to be issued upon the exercise of options to acquire Common Shares granted under
the Company's 1992 Stock Option Plan, as amended (the "Plan").
In that connection, we have examined the Restated Certificate of
Incorporation and the By-Laws of the Company, each as amended, the Registration
Statement and the Plan and are familiar with corporate proceedings of the
Company relating to the adoption of the Plan. We have also examined such other
instruments and documents as we deemed relevant under the circumstances.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as original, (ii) the conformity
to the originals of all documents submitted as certified, photostatic or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons, (iv) the due authorization, execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the proceedings of the Board of Directors and shareholders of all
minutes of such proceedings. We have also assumed that the corporate records
furnished to us by the Company include all corporate proceedings taken by the
Company to date.
<PAGE>
AMNEX, Inc.
June 6, 1996
Page 2
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly and validly authorized and, when issued and paid for
pursuant to options validly issued in accordance with the provisions of the
Plan, will be duly and validly issued, fully paid and nonassessable, subject to
the provisions of Section 630 of the Business Corporation Law of the State of
New York.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
This opinion is as of the date hereof, and we do not undertake, and
hereby disclaim, any obligation to advise you of any changes in any of the
matters set forth herein.
We are rendering this opinion only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
This opinion is for your exclusive use only and is to be utilized and
relied upon only in connection with the matters expressly set forth herein.
Your attention is directed to the fact that members of this firm are
shareholders of the Company.
Very truly yours,
CERTILMAN BALIN ADLER & HYMAN, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 750,000 shares of common stock for the
1992 Stock Option Plan of AMNEX, Inc. of our report dated March 14, 1996 with
respect to the consolidated financial statements and schedule of AMNEX, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
June 6, 1996
