As filed with the Securities and Exchange Commission on August 27, 1997
Registration Statement No. 333-34369
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
POST EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE TIREX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 3282985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
740 St. Maurice, Suite
Montreal, Quebec H3C 1L5
(Address of Principal Executive Offices) (Zip Code)
COMPENSATORY CONTRACTS
BETWEEN REGISTRANT AND
TERENCE C. BYRNE, LOUIS V. MURO
JOHN L. THRESHIE, AND FRANCES KATZ LEVINE
(Full title of the Plan)
Frances Katz Levine
621 Clove Road
Staten Island, NY 10310
(Name and address, including zip code of agent for services)
718-981-8485
(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share* Price* Fee
======================================================================================================
<S> <C> <C> <C> <C>
Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to Compensation
Agreements With:
John L. Threshie, Jr. 50,000 $ 0.40 $ 20,000.00 $ 6.06
Terence C. Byrne 221,572 $ 0.40 $ 88,628.80 $ 26.86
Louis V. Muro 242,746 $ 0.40 $ 97,098.40 $ 29.42
Frances K. Levine 291,667 $ 0.40 $116,666.80 $ 35.35
------- ------ ----------- -------
805,985 $ 0.40 $322,394.00 $100.00
======================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) on the basis of the average of the
closing bid and ask prices of to Common Stock of the Registrant as traded in
the over-the-counter market and reported in the Electronic Bulletin Board of
the National Association of Securities Dealers on August 22, 1997.
<PAGE>
<TABLE>
<CAPTION>
Cross Reference Sheet Showing Location in Reoffer Prospectus of
Information Required by Items of Part I of Form S-3 Included Herein
Under Cover of Form S-8, Pursuant to Rule 404(a)
Form S-3 Item No. and Heading Heading in Prospectus
<C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus AVAILABLE INFORMATION;
REPORTS TO SHAREHOLDERS;
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE;
TABLE OF CONTENTS
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges Outside Front Cover Page;
THE COMPANY; RISK FACTORS
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Outside Front Cover Page; PLAN
OF DISTRIBUTION
6. Dilution Not Applicable
7. Selling Security Holders SELLING SHAREHOLDERS
8. Plan of Distribution Outside Front Cover Page; PLAN
OF DISTRIBUTION
9. Description of Securities to be Registered DESCRIPTION OF SECURITIES
10. Interests of Named Experts and Counsel EXPERTS; LEGAL OPINIONS
11. Material Changes Not Applicable
12. Incorporation of Certain Information
by Reference INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
13. Disclosure of Commission Position
on Indemnification For Securities
Act Liabilities INDEMNIFICATION
</TABLE>
<PAGE>2
INCORPORATION OF EFFECTIVE REGISTRATION STATEMENT ON FORM S-8
A registration statement on Form S-8 respecting the registration of
shares of the common stock of the Registrant, issued under the employee
benefit plans named on the front cover page of this registration statement
(the "Prior Registration Statement"), was filed with the Securities and
Exchange Commission on March 21, 1997 under Registrant's former name, "Tirex
America Inc." and is currently effective. The contents of the said Prior
Registration Statement (SEC File No. 333-23759) are incorporated herein by
reference.
<PAGE>3
R E O F F E R
P R O S P E C T U S
===============================================================================
805,985
_______________
THE TIREX CORPORATION
_______________
Common Stock
$.001 Par Value
_______________
On July 11, 1997, Tirex America Inc. changed its name to "The Tirex
Corporation". The shares of common stock offered hereby (the "Shares') are
being sold by certain shareholders of The Tirex Corporation (the "Company");
such shareholders are hereinafter referred to as the "Selling Shareholders".
The Company will not receive any of the proceeds from the sale of the common
stock. The common stock is traded in the over-the-counter market, as reported
in the Over-The-Counter Electronic Bulletin Board of the National Association
of Securities Dealers ("Bulletin Board"). On August 22, 1997, the high ask
and low bid prices of the Company's common stock, as quoted on the Bulletin
Board, were $0.43 and $0.37 per share, respectively. Each of the Selling
Shareholders proposes to offer his or her respective Shares for sale in the
over-the-counter market through customary brokerage channels at the then
current market price. See "Plan of Distribution".
_______________
THIS OFFERING INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is August 27, 1997
<PAGE>1
AVAILABLE INFORMATION
The Company is subject to the information requirements of Section 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company changed its name, effective July
11, 1997, from "Tirex America Inc." to "The Tirex Corporation". Reports and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 1100 L Street,
N.W., Room 6101, Washington, D.C. 20005; 26 Federal Plaza, Room 1100, New
York, New York 10007; 10960 Wilshire Boulevard, Suite 1710, Los Angeles,
California 90024; and 219 South Dearborn Street, Room 1228, Chicago, Illinois
60604; and copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the Commission. The address of such site is
"http://www.sec.gov".
REPORT TO SHAREHOLDER
The Company intends to furnish to its shareholders annual reports
containing audited financial statements together with an opinion with respect
thereto by its independent certified public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's annual report on Form 10-KSB for its fiscal year ended June 30,
1996, filed pursuant to Section 15(d) of the Exchange Act, the Company's
quarterly reports on Forms 10-QSB for the fiscal quarters ended September 30,
1996, December 31, 1996, and March 31, 1997 filed pursuant to Section 15(d) of
the Exchange Act, the Company's Current Reports on Form 8-K filed on January
24, 1997 (filed on paper with confirming copy filed electronically on February
7, 1997), February 10, 1997, and February 20, 1997, March 7, 1997, June 24,
1997, July 11, 1997, and all other reports, if any, filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year ended June 30, 1995. In addition, a registration statement on
Form S-8 (the "Prior Registration Statement"), respecting the registration of
shares of the common stock of the Company issued under the employee benefit
plans named on the front cover page of the registration statement of which
this Prospectus is a part, was filed with the Securities and Exchange
Commission on March 21, 1997 under Company's former name, "Tirex America Inc."
and is currently effective. The contents of the said Prior Registration
Statement (SEC File No. 333-23759) are incorporated herein by reference.
All reports and definitive proxy or information statements filed pursuant
to Section 13 (a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering of the
Shares shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained in a previously filed document incorporated or deemed to
be incorporated by reference herein or in any other subsequently filed
document which also is incorporated or deemed to be
<PAGE>2
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of the information that was incorporated
by reference in the prospectus (not including exhibits to such information
unless the exhibits are themselves incorporated by reference). Requests
should be directed to John L. Threshie, The Tirex Corporation. 740 St.
Maurice, Suite 201, Montreal, Quebec H3C 1L5, telephone: (514) 878-0727.
<PAGE>3
TABLE OF CONTENTS
Available Information 2
Reports to Shareholders 2
Incorporation of Certain Documents
by Reference 2
The Company 5
Risk Factors
Development Stage Company - Lack of
Operations - No Operating History 5
Uncertainty of Product and Technology
Development: Technological Factors 6
Need for Funding to Develop Technology
and Commence Operations 6
Experience of Management 6
Protection of Tirex Proprietary
and Infringement 6
Limited Public Market 7
Applicability of "Penny Stock Rules"
to Broker-Dealer Sales of Company
Common Stock 7
Possible Issuance and Sales of
Additional Shares 8
Competition 9
Selling Shareholders 9
Plan of Distribution 13
Description of Securities 13
Experts 14
Legal Opinions 14
Indemnification 14
<PAGE>4
THE COMPANY
The Company owns certain proprietary technology (the "Tirex Technology"),
plans, and designs for the construction and exploitation of a cryogenic scrap
tire disintegration system (the "TCS-1 System"), which has been designed to
disintegrate, scrap tires, using substantially less energy than is required by
existing methods and to produce commercially exploitable, high quality, clean
rubber crumb and unshredded steel and fiber. The Company intends (either
directly or indirectly through its subsidiary, a Canadian corporation,
"3143619 Canada Inc.", known as "Tirex Canada") to raise sufficient funding to
complete all development aspects of the TCS-1 System, to complete construction
of the first production model of the TCS-1 System, and thereafter, to begin
full scale manufacturing and marketing operations as promptly as possible.
The Company is unable however to predict when, or whether, it will be
successful in attaining any of the foregoing goals. For a more detailed
discussion of the Company's proposed business, the Tirex Technology, the
proposed TCS-1 System, and the share ownership of Tirex Canada, reference is
made to Part I, Item I, of the Company's annual report on Form 10-KSB for the
fiscal year ended June 30, 1996, which is incorporated herein by reference.
The Company's principal executive offices are located at 740 St. Maurice,
Suite 201, Montreal, Quebec, Canada H3C 1L5. Its telephone number is (514)
878-0727.
RISK FACTORS
1. Development Stage Company - Lack of Operations - No Operating
History. The Company is in the development stage and has had no significant
operations to date. Its proposed operations are subject to all of the risks
inherent in the establishment of a new business enterprise, including the
absence of any significant operating history. The likelihood of the success
of the Company must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection
with the formation of a new business and the competitive environment in which
the Company will operate. The Company has had no significant operating
revenues to date and there can be no assurance of future revenues. There is
limited evidence at this time upon which to base an assumption that the
Company's proposed business will prove successful or that its proposed TCS-1
System will be successfully developed, manufactured, and marketed. As a
consequence, there is no assurance that the Company will be able to operate
profitably in the future. Additionally, the Company has a very limited
business history which investors can analyze to aid them in making an informed
judgment as to the merits of an investment in the Company. Any investment in
the Company should therefore be considered a high risk investment because
investors will be placing their funds at risk in an unseasoned start-up
company.
<PAGE>5
2. Uncertainty of Product and Technology Development: Technological
Factors. The Company has not completed development and testing of the TCS-1
System. The Company's success will depend upon the TCS-1 System's meeting
targeted performance and cost objectives and its timely introduction into the
marketplace. The Company continues to be required to commit the bulk of its
time, effort, and resources to finalizing the development of the TCS-1 System
and raising the finances required for such project. Although the Company
anticipates that the development of the TCS-1 System will be successfully
concluded, such an outcome will be subject to all of the risks inherent in the
development of a new product and technology (including unanticipated delays,
expenses, and difficulties, as well as the possible insufficiency of funding
to complete development). There can be no assurance as to when, or whether,
the Company's efforts to complete the development of the TCS-1 System will be
successful. In addition, there can be no assurance the TCS-1 System will
satisfactorily perform the functions for which it is designed, that it will
meet applicable price or performance objectives, or that unanticipated
technical or other problems will not occur which would result in increased
costs or material delays in development. There can be no assurance that,
despite testing by the Company, problems will not be encountered in the TCS-1
System after the commencement of commercial manufacture and sales, resulting
in loss or delay in market acceptance.
3. Need for Funding to Develop Technology and Commence Operations.
The Company presently requires funding to complete the development of the
TCS-1 System and to commence manufacturing and marketing operations.
Moreover, the Company will not receive any of the proceeds from the sales of
any of the shares being offered hereunder. While, the Company believes that
its present fund raising activities will result in adequate funding for the
foregoing purposes, there can be no assurance that sufficient funding will be
raised by the Company or that financing of any type, will be available on
terms favorable or even acceptable the Company. The result of the Company's
inability to raise sufficient funding to accomplish its present goals would
have a material adverse effect upon the Company's prospects.
4. Experience of Management. Although Management has general business
and legal experience, potential investors should be aware that no member of
management has been directly involved in administering a tire disintegration,
recycling, or tire disintegration equipment manufacturing business.
5. Protection of Tirex Proprietary Technology and Infringement. The
success of the Company's proposed business depends in part upon its ability to
protect its proprietary technology and the proposed TCS-1 System which will
utilize such technology. On December 18, 1996,. the Company filed patent
applications in the United States and Canada based on provisional priority
under preliminary patent applications filed on December 19, 1995. Prior to
such filings, the Company relied on trade secrets, proprietary know-how and
technological innovation to develop its technology and the designs and
specifications for the TCS-1 System. The Company has entered into
confidentiality and invention assignment agreements with certain employees
and
<PAGE>6
consultants which limit access to, and disclosure or use of, the Tirex
Technology. There can be no assurance, however, that the steps taken by the
Company to deter misappropriation or third party development of its technology
and/or processes will be adequate, that others will not independently develop
similar technology and/or processes or that secrecy will not be breached, In
addition, although the Company believes that its technology has been
independently developed. and does not infringe on the proprietary rights of
others, there can be no assurance that the Company's technology does not and
will not so infringe or that third parties will not assert infringement claims
against the Company in the future. Moreover, there can be no assurance that
the Company will have the resources to defend or to bring a patent
infringement or other proprietary rights action.
6. Limited Public Market. To date there has been only a limited and
sporadic public market for the Company's common stock. There can be no
assurance that an active and liquid public market will develop or, if
developed, that such market will be sustained. Purchasers of the shares
offered hereunder may, therefore, have difficulty in selling such shares or
find it impossible to liquidate their investment in the Company should they
desire to do so. The Company's Common Shares are currently traded in the
over-the-counter market and quoted on the "Electronic Bulletin Board" of the
National Association of Securities Dealers. As at the date hereof, the
Company is not eligible for inclusion in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or for listing on any
U.S. national stock exchange. All companies applying and authorized for
listing with NASDAQ are required to have not less $4,000,000 in total assets
and $2,000.000 in capital and surplus. Unless the Company is able to increase
its net worth substantially, either through the accumulation of surplus out of
earned income or successful capital raising financing activities, it will
never be able to meet the eligibility requirements of NASDAQ. In order to
qualify for listing on a national stock exchange similar minimum criteria
respecting, among other things, the Company's net worth and/or income from
operation must be met. Accordingly, market transactions in the Company's
common stock are subject to the "Penny Stock Rules" of the Securities and
Exchange Act of 1934, which are discussed in more detail, below, in Risk
Factor No. 7 "Applicability of Penny Stock Rules to Broker-Dealer Sales of
Company Common Stock". These rules could make it difficult to trade the
common stock of the Company because compliance with them can delay and/or
preclude certain trading transactions. This could have an adverse effect on
the ability of an investor to sell any shares of the Company's common stock
purchased hereunder as well as on the price obtainable for such shares.
7. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of
Company Common Stock. The Securities and Exchange Commission has adopted
special regulations (referred to herein as the "Penny Stock Rules") which
define a security that has a market price of less than $5 and is not listed on
a national stock exchange or quoted on NASDAQ as a "penny stock". These
regulations subject all broker-dealer transactions involving such securities
to the special Penny Stock Rules set forth in Rule 15g-9 of the Securities
Exchange Act of 1934 (the "34 Act"). It may be necessary for the Selling
Shareholders to utilize the services of broker-dealers who are
<PAGE>7
members of the NASD. The current market price of the Company's common stock
is substantially less than $5 per share and such stock can, for at least for
the foreseeable future, be expected to continue to trade in the
over-the-counter market at a per share market price of less than $5.
Accordingly, any broker-dealer sales of the shares being offered hereunder, as
well as any subsequent market transactions in the Company's common stock, be
subject to the Penny Stock Rules. These Rules affect the ability of
broker-dealers to sell the Company's securities and also may affect the
ability of purchasers in this offering to sell their shares in the secondary
market if such a market should ever develop.
The Penny Stock Rules impose special sales practice requirements on
broker-dealers who sell such securities to persons other than their
established customers or to "accredited investors" (generally institutions
with assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse). Among other things, the Penny Stock Rules require that a
broker-dealer make a special suitability determination respecting the
purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. In addition, the Penny Stock Rules require that a
broker-dealer deliver, prior to any transaction, a disclosure schedule
prepared in accordance with the requirements of the Commission relating to the
penny stock market. Disclosure also has to be made about commissions payable
to both the broker-dealer and the registered representative and the current
quotations for the securities. Finally, monthly statements have to be sent to
any holder of such penny stocks disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. Accordingly, for so long as the Penny Stock Rules are applicable to
the Company's common stock, they can make it difficult to trade such stock
because compliance with such Rules can delay and/or preclude certain trading
transactions. This could have an adverse effect on the liquidity and/or price
of the Company's common stock.
8. Possible Issuance and Sales of Additional Shares. The Company's
Articles of Incorporation authorize the issuance of fifty million (50,000,000)
shares. At the present time, less than 23% of the Company's authorized shares
remain unissued. The Company's Board of Directors has the power to issue any
or all of such additional shares without shareholder approval. The Company
has entered into employment agreements with three of its current principal
officers and directors and with one of its former officers and directors, who
is presently employed by the Company as its corporate counsel, which call for
annual salaries of $250,000. $150,000, $50,000 and $150,000, respectively.
Because the Company has not had sufficient cash flow to meet its salary
commitments to its current and/or former officers and directors, it has, since
January of 1995, compensated such persons by way of the issuance of
unregistered shares of its common stock at 50% of the average of the bid and
ask prices for such stock as traded in the over-the-counter market as quoted
on the Electronic Bulletin Board of the NASD. Such issuances include but are
not limited to the shares being offered hereunder. Unless and until the
Company is able to meet its financial obligations to its employees, it can be
expected to continue to compensate them by way of the issuance of shares of
its common stock. Moreover, additional shares may be registered by the
Company for sale pursuant to reoffer prospectuses such as this
<PAGE>8
prospectus. The amount of such shares which may be so sold cannot however
exceed one percent (1%) of the total outstanding stock of the Company, for
each selling shareholder, within any ninety-day period. Such sales could have
a depressive effect on the price of the Company's common stock in the public
market.
9. Competition. Although management believes that the Tirex Technology has
distinct advantages over all other existing tire disintegration methods,
potential investors should note that the Company will face competition from
other tire disintegration equipment manufactures, Virtually all of whom can be
expected to be considerably better established and larger than the Company in
total assets and resources. Management intends to meet such competition by
developing technological innovations which will make the TCS-1 System more
economical and efficient than other tire disintegration methods. To do so,
the Company will have to raise sufficient funding to complete and continue its
development program and to employ highly qualified personnel. There cannot
however be any assurance that the Company will be able to raise the capital
necessary to enable it to do so or that it will be able to locate or retain
such personnel.
SELLING SHAREHOLDERS
The 805,985 shares of common stock (the "Shares") being offered hereunder
by the Selling Shareholders were acquired by them pursuant to the terms of
individually, negotiated written compensation agreements pursuant to which the
Selling Shareholders rendered bona fide services. All such agreements
constituted Employee Benefit Plans, as defined in Rule 405 of the Securities
Act of 1933.
Mr. Byrne and Ms. Levine acquired all of the Shares being offered by them
hereunder pursuant to their respective "Special Compensation Agreements",
dated November 15, 1995 for services rendered during the three and one-half
month period which commenced on August 1, 1995 and ended on November 15, 1995;
Mr. Muro acquired all of the Shares being offered by him hereunder pursuant to
his "Special Compensation Agreement", dated April 1, 1996 for services
rendered during the three-month period ended March 31, 1996. The foregoing
Special Compensation Agreements modified and amended the terms of the
Company's three-year employment agreements, dated January 18, 1995, with Mr.
Byrne and Ms. Levine and dated January 1, 1996, with Mr. Muro, which call for
annual salaries of $250,000 to Mr, Byrne, $150,000 to Ms. Levine, and $150,000
to Mr. Muro. Mr. Threshie acquired all of the Shares being offered by him
hereunder pursuant to his employment agreement, dated February 20, 1997 and
effective as of January 1, 1996 (1) for services rendered during the two and
one-half month
______________________
(1) As disclosed in the Company's annual report on Form 10-KSB for the fiscal
year ended June 30, 1996, the Company appointed Mr, Threshie as its Vice
President of Operations on January 1, 1996, subject to the terms and
conditions set forth in his Employment Agreement and since that date, Mr.
Threshie has served in such position subject to such terms and conditions.
While it was at all times from January 1, 1996 the intention of the parties to
set forth their agreement in writing, because of the pressure of other matters
and the Company's limited resources, such action has not taken until February
20, 1996.
___________________________
<PAGE>9
period ended on March 31, 1996. The foregoing employment agreements between
the Company and each of the Selling Shareholders are sometimes hereinafter
referred to collectively as the "Executive Agreements".
Because of the early stage of development of the Company, its lack of
operations and insignificant cash flow, since January 18, 1995, it has not had
the financial resources to meet its financial obligations under the Executive
Agreements. The Special Compensation Agreements and Mr. Threshie's employment
agreement provided for the issuance of unregistered shares of the Company's
common stock in lieu of cash salary. All Shares issued thereunder were valued
at fifty percent (50%) of the average of the bid and ask prices of such stock,
as traded in the over-the-counter market and quoted in the NASDAQ Electronic
Bulletin Board during all of part of the respective periods where the unpaid
salary was earned, as follows: (i) shares issued to Mr. Byrne and Ms. Levine
for services rendered during the three and one-half month period ended on
November 15, 1995, were valued at fifteen cents ($0.15) per share, based upon
an average of the bid and ask prices of the Company's common stock of
approximately thirty cents ($.30) per share during the during the two week
period preceding November 15, 1995 and (ii) shares issued to Messrs. Muro and
Threshie for services rendered during the three-month period ended on March
31, 1996, were valued at eleven cents ($0.11) per share based upon an average
of the bid and ask prices of the Company's common stock of approximately
twenty-two cents ($0.22) per share during the three-month period ended on
March 31, 1996.
The foregoing stock issuances to Messrs. Byrne and Muro and to Ms.
Levine were subject to stock restriction agreements between each of them,
dated November 15, 1995, as amended May 30, 1996, and the Company (the "Stock
Restriction Agreements"). These agreements provide that shares subject to
them may be sold after two years pursuant to the exemption from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended (the "Act"), provided by Rule 144 of the Act or, after eighteen months
from their issuance, pursuant to their inclusion in a registration statement
on Form S-8 which includes a reoffer prospectus and is filed with the
Securities and Exchange Commission. With respect to the shares being
registered hereunder for Mr. Muro, the board of directors agreed to shorten
the eighteen-month period, which must precede the registration of such shares,
to sixteen months.
For purposes of this Reoffer Prospectus, all of such. shares are "control
shares" insofar as they were issued under an employee benefit plan pursuant to
a Securities Act exemption prior to their inclusion in a registration
statement on Form S-8, of which this Reoffer Prospectus is a part.
<PAGE>10
The table which follows identifies: (i) each Selling Shareholder; (ii)
the Plan pursuant to which the shares being offered hereby have been acquired;
(iii) the nature of all positions, offices or other material relationships
which each Selling Shareholder has had the Company within the past three
years; (iv) the number of shares of common stock owned by each Selling
Shareholder prior to the offering; (v) the number of shares of common stock to
be offered for the account of each Selling Shareholder; (vi) the number of
shares of common stock to be owned by each Selling Shareholder after the
completion of the offering, and (vii) the percentage of the Company's common
stock to be owned by each Selling Shareholder after completion of the
offering.
<PAGE>11
<TABLE>
<CAPTION>
Selling Shareholder Compensation Position with No. of No. of No. of % of
Agreement (Name of Company Shares Shares Shares Shares
Plan) owned Offered Owned Owned
Prior to After After
Offering Offering <1> Offering
<S> <C> <C> <C> <C> <C> <C>
Terence C. Byrne Executive Agreement President, CEO 6,009,546 <2> 221,572 5,787,974 14.93%
of 1/18/95 and Special Director
Compensation
Agreement 11/15/95
Louis V. Muro Executive Agreement Vice President of 4,795,805 242,746 4,553,039 11.74%
of 1/1/96 and Special Engineering,
Compensation Director
Agreement of 4/1/96
Frances Katz Levine Executive Agreement Corporate and 3,392,586 291,667 3,100,919 8.0%
of 1/18/95 and Special United States
Compensation Securities Counsel
Agreement of 11/15/95
John L. Threshie, Jr. Executive Agreement Secretary, Director 490,340 50,000 440,340 1.14%
dated February 20,
1997, effective as of
January 1, 1996
</TABLE>
______________________________
1 This number is estimated on the basis of no other sales being
effected by any of the Selling Shareholders pursuant to Rule 144 or otherwise.
2 Includes 3,119,835 Shares held of record by Darla Sapone Byrne, Mr.
Byrne's wife, over which shares, Mr. Byrne has voting power pursuant to an
irrevocable proxy granted to him on September 27, 1996; Does not include
837,755 Shares held by John W. Surgent, over which shares, Mr. Byrne has
voting power, unless and until such shares are sold, pursuant to an
irrevocable proxy granted to him on June 13, 1996. 666,672 shares held by
record by Edward Mihal, over which shares, Mr. Byrne has voting power pursuant
to an irrevocable proxy granted to him on June 13, 1996, or 5,231,092 shares
held by The NAIS Corp., over which shares Mr. Byrne has voting power, unless
and until such shares are sold, pursuant to an irrevocable proxy granted to
him in June 1997.
<PAGE>12
PLAN OF DISTRIBUTION
The number of shares offered hereunder by each of the Selling
Shareholders represents, together with all other shares offered or sold
pursuant to a reoffer prospectus under cover of Form S-8 by such Selling
Shareholder within the three-month period preceding the date hereof, less than
one percent of the total number of shares of the Company's common stock
presently issued and outstanding. The Selling Shareholders may sell all or
part of the shares, from time to time, in the over-the-counter market, or in
such other public market for the Company's common stock as may develop, at
market prices then pertaining. In connection therewith, the Selling
Shareholders may utilize the services of broker-dealers, none of whom will act
as underwriters with respect to sales of the Shares. The names of any such
brokers-dealers, who have not yet been identified, will be set forth in a
supplement to this Reoffer Prospectus, to the extent required.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of fifty million
shares (50,000,000) shares, par value $.001 per share, of which thirty-five
million (35,000,000) shares are designated Common Stock par value $.001 per
share, and fifteen million (15,000,000) shares are designated Open Stock, par
value $.001 per share. There are presently thirty-eight million, seven
hundred seventy-four thousands six hundred twenty-five (38,774,625) shares of
Common Stock issued and outstanding. The Open Stock may be issued, from time
to time, in one or more classes, or one or more series, within any class
thereof, in any manner permitted by law, as determined from time to time by
the Company's board of directors, and stated in the resolution or resolutions
providing for the issuance of such shares adopted by the Company's board of
directors pursuant to authority vested in it in the Company's Certificate of
Incorporation, each class or series to be appropriately designated, prior to
the issuance of any shares thereof, by some distinguishing letter, number
designation, or title. All shares of stock in such classes or series may be
issued for such consideration and have such voting powers, full or limited, or
no voting powers, and shall have such designations, preferences and relative,
participating, optional, or other special rights, and qualifications,
limitations or restrictions thereof, permitted by law, as shall be stated and
expressed in the resolution or resolutions providing for the issuance of such
shares adopted by the Company's board of directors pursuant to authority
vested in the Company's Certificate of Incorporation. The number of shares of
stock of any class or series within any class, so set forth in such resolution
or resolutions may be increased (but not above the total number of authorized
shares) or decreased (but not below the number of shares thereof then
outstanding) by further resolution or resolutions adopted by the Company's
board of directors pursuant to authority vested in it in the Company's
Certificate of Incorporation.
The Company's board of directors may determine the times when, the terms
under which and the consideration for which the Company shall issue, dispose
of or receive subscriptions for its shares, including treasury shares, or
acquire its own shares. The consideration for the issuance
<PAGE>13
of the shares shall be paid in full before their issuance and shall not be
less than the par value per share. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable by the Company.
The holders of shares of Common Stock are entitled to dividends when and
as declared by the Board of Directors from funds legally available therefore
and, upon liquidation, are entitled to share pro rata in any distribution to
shareholders. Holders of the Common Stock have one non-cumulative vote for
each share held. There are no pre-emptive, conversion or redemption
privileges, nor sinking fund provisions, with respect to the Common Stock.
Stockholders are entitled to one vote for each share of Common Stock held
of record on matters submitted to a vote of stockholders. The Common Stock
does not have cumulative voting rights. As a result, the holder of more than
50% of the shares of Common Stock voting for the election of directors can
elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares of Common Stock will not be able to elect any
person or persons to the board of directors of the Company.
EXPERTS
The financial statements and schedules of the Company and its
subsidiaries included in the Company's Annual Report on Form 10-K, which is
incorporated herein by reference, have been examined by Pinkham and Foster,
independent certified public accountants, and such financial statements and
reports are incorporated by reference herein in reliance upon the authority of
said firm as experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Shares offered hereby has been passed upon for the
Company by Frances Katz Levine, Esq., 621 Clove Road, Staten Island, NY
10310. Ms. Levine, serves as corporate and securities counsel to the
Company. She resigned her positions as a director and as Secretary of the
Company on December 22, 1996. Her resignation was not caused by any
disagreement with the Company on any matter relating to the Company's
operations, policies, or practices. Ms. Levine is the record and beneficial
owner of approximately 9.4% of the Company's issued and outstanding common
stock and is one of the Selling Shareholders named herein.
INDEMNIFICATION
The Company's certificate of incorporation provides for indemnification
to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law ("Section 145"). Pursuant thereto the Company indemnifies its
officers, directors, employees, and agents to the
<PAGE>14
fullest extent permitted for losses and expenses incurred by them in
connection with actions in which they are involved by reason of their having
been directors, officers, employees, or agents of the Company. Section 145
permits a corporation to indemnify any person who is or has been a director,
officer, employee, or agent of the corporation or who is or has been serving
as a director, officer, employee, or agent of another corporation,
organization, or enterprise at the request of the corporation, against all
liability and expenses (including but not limited to attorneys' fees and
disbursements and amounts paid in settlement or in satisfaction of judgments
or as fines or penalties) incurred or paid in connection with any action,
suit, or proceeding, whether civil, criminal, administrative, investigative,
or otherwise, in which he or she may be involved by reason of the fact that he
or she served or is serving in these capacities, if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and with respect to any criminal action
or proceeding, had no cause to believe his or her conduct was unlawful. In
the case of a claim, action, suit, or proceeding made or brought by or in the
right of the corporation to procure a recovery or judgment in its favor, the
corporation shall not indemnify such person in respect of any claim issue or
matter as to which such person has been adjudged to be liable to the
corporation for negligence or misconduct in the performance of his or her duty
to the corporation, except for such expenses as the Court may allow. Any such
person who has been wholly successful on the merits or otherwise with respect
to any such claim, action, suit, or proceeding or with respect to any claim,
issue or matter therein, shall be indemnified as of right against sell
expenses in connection therewith or resulting therefrom. The effect of this
provision in the certificate of incorporation could eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
The Company's By-laws provide for indemnification of the Company's
officers and directors against all liabilities (including reasonable costs,
expenses, attorney's fees, and obligations for payment in settlement and final
judgment) incurred by or imposed upon them in the preparation, conduct, or
compromise of any actual or threatened action, suit, or proceeding, whether
civil, criminal, or administrative, including any appeals therefrom and any
collateral proceedings in which they shall be involved by reason of any action
or omission by them in their capacity as a director or officer of the Company,
or of any other corporation which they serve as a director or officer at the
request of the Company, whether or not such person is a director or officer at
the time such liabilities are incurred or any such action, suit, or proceeding
is commenced against them. The indemnification provided by the By-laws dose
not extend, however, to certain situations involving misconduct, willful
misfeasance, bad faith, or gross negligence.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, the Company has been
informed 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
<PAGE>15
(other than the payment by registrant of expenses incurred in the successful
defenses of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, 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.
Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement, or statute pursuant to which any
director, officer, employee, or agent of registrant is indemnified in any
manner against any liability which he may incur in his capacity as such.
<PAGE>16
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 Ville St. Laurent, Province of
Quebec, Canada, on the 19 day of August 1997.
TIREX AMERICA INC.
By /s/ Terence C. Byrne
Terence C. Byrne, 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 date indicated.
Signature Title Date
/s/ Terence C. Byrne President, Chief August 19, 1997
Terence C. Byrne Executive Officer and
Chief Financial Officer
/s/ Louis V. Muro Vice President in August 19, 1997
Louis V. Muro Charge of Engineering
/s/ John L. Threshie, Jr. Secretary and Vice August 19, 1997
John L. Threshie, Jr. President of Operations
A Majority of the Board of Directors
/s/ Terence C. Byrne Director August 19, 1997
Terence C. Byrne
/s/ Louis V. Muro Director August 19, 1997
Louis V. Muro
/s/ John L. Threshie, Jr. Director August 19, 1997
John L. Threshie, Jr.
<PAGE>17
INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
Number Description of Documents Page
[S] [C] [C]
5.1 Opinion of Frances Katz Levine, Esq., 20
regarding the legality of the securities
being registered under this Registration Statement.
24.1 Consent of Pinkham & Foster, Certified Public 22
Accountants, Independent Auditors for Company.
24.2 Consent of Frances Katz Levine, Esq., counsel for 20
Company (set forth in the opinion of counsel
included as Exhibit 5-1).
<PAGE>18
EXHIBIT
5.1
OPINION OF
FRANCES KATZ LEVINE, ESQ.
<PAGE>19
FRANCES KATZ LEVINE
Counselor at Law
621 CLOVE ROAD
STATEN ISLAND, NY 10310
Member, New York and Telephone (718) 981-8485
New Jersey Bars Telefax (718) 447-1153
August 19, 1997
The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec
Canada H3C 1L5
Ladies and Gentlemen:
You have requested my opinion as counsel for The Tirex Corporation, a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the selling shareholders
(the "Selling Shareholders") named in the Company's Registration Statement on
Form S-8, to be filed with the Securities and Exchange Commission on or about
August 20, 1997 (the "Registration Statement"), of eight hundred and five
thousand, nine hundred eighty-five (805,985) shares of Common Stock of the
Company, $.001 par value, per share, currently issued and outstanding in the
names of the Selling Shareholders (the "Shares").
I have examined the Registration Statement in the form to be filed with
the Securities and Exchange Commission, the Certificate of Incorporation of
the Company as certified by the Secretary of State of the State of Delaware,
the Bylaws and the minute books of the Company as a basis for the opinion
hereafter expressed.
Based on the foregoing examination, it is my opinion, and I so advise,
that the 805,985 Shares currently are, and upon sale in the manner described
in the Registration Statement will be, legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Frances Katz Levine
Frances Katz Levine
<PAGE>20
EXHIBIT
24.1
CONSENT OF PINKHAM & POSTER
Certified Public Accountants
<PAGE>21
Nevoso, Pivirotto, Pinkham & Foster
- CERTIFIED PUBLIC ACCOUNTANTS, LLC
We consent to the incorporation by reference in this Registration Statement of
Tirex America, Inc., on Form S-8 of our report dated October 16, 1996,
appearing in the incorporation by reference from the Annual Report on
Form 10-KSB of Tirex America Inc. for the year ended June 30, 1996.
/s/ Nevoso, Pivirotto, Pinkham & Foster
Nevoso, Pivirotto, Pinkham & Foster
Certified Public Accountants, LLC
August 19, 1997
Fairfield, New Jersey
710 Route 46 East, Suite 201, Fairfield, NJ 07004
Tel 201 575-7999 Fax 201 575-7782
Division for CPA Firms AICPA
<PAGE>22
