As filed with the Securities and Exchange Commission on March 21, 1997
Registration No.______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TIREX AMERICA INC.
(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.)
3767 THIMENS, SUITE 207
VILLE ST. LAURENT, QUE H4R 1W4
(Address of Principal Executive Offices) (Zip Code)
COMPENSATORY CONTRACTS
BETWEEN REGISTRANT AND:
TERENCE C. BYRNE, FRANCES KATZ LEVINE,
LOUIS V. MURO, AND JOHN L. THRESHIE, JR.,
(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>
<CAPTION>
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 $ 0.405 $ 20,250.00 $ 6.14
Frances Katz Levine 166,174 $ 0.405 $ 67,300.47 $ 20.39
Terence C. Byrne 166,174 $ 0.405 $ 67,300.47 $ 20.39
Louis V. Muro 150,000 $ 0.405 $ 60,750.00 $ 18.41
-------- -------- ------------ --------
532,348 $ 0.405 $215,600.94 $100.00
===========================================================================================================
* 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 the 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 March 18, 1997.
</TABLE>
Page 1 of 42
Exhibit Index at page 29
<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
R E O F E R
P R O S P E C T U S
532,348 SHARES
TIREX AMERICA INC.
COMMON STOCK
$.001 PAR VALUE
The shares of common stock offered hereby (the "Shares") are being
sold by certain shareholders of Tirex America Inc. (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
March 18, 1997, the high ask and low bid prices of the Company's common
stock, as quoted on the Bulletin Board, were $0.50 and $0.31 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 March 21, 1997
<PAGE> 3
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 ). 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 500 North Capital Street,
N.W., Washington, D.C. 20549 at prescribed rates.
REPORTS TO SHAREHOLDERS
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 Com-
pany's quarterly reports on Forms 10-QSB for the fiscal quarters ended
September 30, 1996 and December 31, 1996, 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, 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.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act sub-
sequent to the date of this Prospectus and prior to the termination of
the offering of the Shares shall be deemed to be incorporated by refer-
ence into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incor-
porated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the ex-
tent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated
by reference herein modified 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 request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents. Requests
should be directed to Terence C. Byrne, Tirex America Inc., 3767 Thimens,
Suite 207, Ville St. Laurent, Quebec Canada, H4R 1W4.
<PAGE> 4
TABLE OF CONTENTS
Available Information. . . . . . . . . . . . . . 4
Report to Shareholders . . . . . . . . . . . . . 4
Incorporation of Certain Documents by Reference. 4
The Company. . . . . . . . . . . . . . . . . . . 6
Risk Factors
Development Stage Company - Lack of
Operations - No Operating History. . . . . . 6
Uncertainty of Product and Technology
Development: Technological Factors . . . . . 7
Need for Funding to Develop Technology
and Commence Operations. . . . . . . . . . . 7
Experience of Management. . . . . . . . . . . 7
Protection of Tirex Proprietary
and Infringement . . . . . . . . . . . . . 7
Limited Public Market . . . . . . . . . . . . . 8
Applicability of "Penny Stock Rules" to Broker-
Dealer Sales of Company Common Stock. . . . . 8
Possible Issuance and Sales of
Additional Shares . . . . . . . . . . . . . . 9
Competition. . . . . . . . . . . . . . . . . . . 10
Selling Shareholders . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . 14
Description of Securities. . . . . . . . . . . . 14
Experts. . . . . . . . . . . . . . . . . . . . . 15
Legal Opinions . . . . . . . . . . . . . . . . . 15
Indemnification. . . . . . . . . . . . . . . . . 16
<PAGE> 5
THE COMPANY
The Company owns certain proprietary technology (the "Tirex Tech-
nology"), 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 commer-
cially 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
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 Tech-
nology, the proposed TCS-1 System, and the share ownership of Tirex
Canada, reference is made to Part I, Item of the Company's annual report
on Form 10-KSB for the fiscal year ended June 30, 1996, which is incor-
porated herein by reference.
The Company's principal executive offices are located at 3767
Thimens, Suite 207, Ville St. Laurent, Quebec Canada, H4R 1W4. Its
telephone number is (514) 335-0111.
RISK FACTORS
1. DEVELOPMENT STAGE COMPANY - LACK OF OPERATIONS - NO OPERATING
HISTORY. The Company is in the development stage and has had no signifi-
cant 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 like-
lihood 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 no 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 Com-
pany should therefore be considered a high risk investment because in-
vestors will be placing their funds at risk in an unseasoned start-up
company.
<PAGE> 6
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 committing 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 unanti-
cipated technical or other problems will not occur which would result in
increased costs or material delays in development. There can be no assur-
ance that, despite testing by the Company, problems will not be encoun-
tered 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 to the Company. The
result of the Company's inability to raise sufficient funding to accomp-
lish 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 manu-
facturing 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-System
which will utilize such technology. On December 18, 1996, the Company
filed patent applications in the United States and Canada based on pro-
visional 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 techn-
ology and the designs and specifications for the TCS-1 System. The Com-
pany has entered into confidentiality and invention assignment agreements
with certain employees and
<PAGE> 7
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 inde-
pendently 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. More-
over, there can be no assurance that he 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 Associa-
tion 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 than
$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 be unable ever 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.6 "Applica-
bility 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 involv-
ing 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
<PAGE> 8
who are 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, will 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 dis-
closure schedule prepared in accordance with the requirements of the Com-
mission relating to the penny stock market. Disclosure also has to be
made about commissions payable to both the broker-dealer and the regis-
tered 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 ont he limited market in penny stocks. According-
ly, 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 com-
pliance with such Rules can delay and/or preclude certain trading trans-
actions. 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 44% 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 share-
holder approval. The Company has entered into employment agreements with
its two of its current principal officers and directors and with one of
its former officers and directors, who is presently employed by the Com-
pany as its corporate counsel to the Company, which call for annual
salaries of $250,000, $150,000 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 officers and
directors 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 prospectus. The amount of such shares which may be so sold
cannot
<PAGE> 9
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 Tech-
nology has distinct advantages over all other existing tire disintegration
methods, potential investors should note that the Company will face com-
petition 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 suf-
ficient 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 so or that it will be able to locate or retain such personnel.
SELLING SHAREHOLDERS
The 532,348 shares of common stock (the "Shares") being offered here-
under 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 of
such agreements constituted Employee Benefit Plans, as defined in Rule
405 of the Securities Act of 1933.
Messrs. Byrne and Muro acquired all of the Shares being sold by them
hereunder pursuant to their respective "Special Compensation Agreements",
dated April 1, 1996 for services rendered during the three-month period
ended March 31, 1996; Ms. Levine acquired 120,000 of the Shares being sold
by her hereunder pursuant to a Special Compensation Agreement dated April
1, 1966 for services rendered during the three-month period ended March
31, 1996 and 46,174 of such Shares pursuant to a Special Compensation
Agreement dated June 1, 1995 for services rendered during the four and
one-half month period ended on May 31, 1995. 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 and $150,000 to each of Mr. Muro
and Ms. Levine. Mr. Threshie acquired all of the Shares being sold by him
hereunder pursuant to his employment agreement, dated February 20, 1997
and
<PAGE> 10
effective as of January 1, 1996<F1> for services rendered during the
two and one-half month period ended on March 31, 1996. The foregoing
employment agreements between the Company and each of the Selling Share-
holders are sometimes hereinafter referred to collectively as the "Exe-
cutive 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 provide 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 when the unpaid salary was earned, as
follows: (i) Shares issued for services rendered during the four and
one-half month period ended on May 31, 1995, were valued at seven cents
($0.07) per share, based upon an average of the bid and ask prices of the
Company's common stock of approximately fourteen cents ($.14) per share
during the 60-day period preceding June 1, 1995, and (ii) Shares issued
for services rendered during all or part of 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 Mr. Byrne and Ms. Levine were also
subject to certain stock restriction agreements. Such stock restriction
agreements, as amended on May 30, 1996 (the "Amended Stock Restriction
Agreements"), provide that shares subject to such agreements may be sold
after two years pursuant to the exemption from the registration require-
ments of Section 5 of the Securities Act of 1933, as amended (the "Act")
provided by Rule 144 of the Act or pursuant to their inclusion in a regis-
tration statement on Form S-8, which includes a reoffer prospectus and
is filed with the Securities and Exchange. With respect to the shares
being registered hereunder for the Selling Shareholders as well as for
440,000 shares registered in a previous registration statement on Form
S-8 for Mr. Byrne and Ms. Levine, the board of directors waived the two-
year holding period requirement.
_________________________________
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 was not taken
until February 20, 1996.
<PAGE> 11
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.
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 with 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> 12
<TABLE>
<CAPTION>
Compensation Percentage
Agreement Position Number of Number of Number of of Shares
Selling with Shares Owned Shares Shares Owned Owned After
Shareholder (Plan) Company Prior to Offering Offered After Offering Offering
<C> <C> <C> <C> <C> <C> <C>
Terence C. Byrne Employment President 4,675,472 * 166,174 4,509,298 16.3%
Agreement of & Director
1/18/95 & Special
Compensation
Agreement of 4/1/96
Louis V. Muro Employment V.P. of Engineering 3,697,521 150,000 3,547,521 12.8%
Agreement of & Director
1/1/96 & Special
Compensation
Agreement of 4/1/96
Frances Katz Employment Corporate Counsel 2,673,626 166,174 2,507,452 9%
Levine Agreement of
1/18/95 & Special
Compensation
Agreements of
6/1/95 & 4/1/96
John L. Employment Secretary & 502,358 50,000 452,358 1.6%
Threshie, Jr. Agreement V.P. of
of 2/20/97, Operations
effective & Director
Operation
as of 1/1/96
</TABLE>
_________________________________
* Includes 3,753,817 shares held of record by Mr. Byrne s wife,
Darla Byrne.
<PAGE> 13
PLAN OF DISTRIBUTION
The number of shares offered hereunder by each of the Selling Share-
holders represents, together with all other shares offered or sold pur-
suant 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 twenty-seven million, six hundred seventeen thousand,
four hundred eighty-one (27,617,481) 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 Certifi-
cate of Incorporation, each class or series to be appropriately designated,
prior to the issuance of any shares thereof, by some distinguishing let-
ter, 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, permit-
ted by law, as shall be stated and expressed in the resolution or resolu-
tions, 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 resolu-
tions 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> 14
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 Com-
pany.
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 hold. 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 of 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
holders 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 bene-
ficial owner of approximately 9% of the Company's issued and outstanding
common stock and is one of the Selling Shareholders named herein.
<PAGE> 15
INDEMNIFICATION
The Company's certificate of incorporation provides for indemni-
fication 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 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 dir-
ector, officer, employee, or agent of the corporation or who is or has
been serving as a director, officer, employee or agent of another cor-
poration, organization, or enterprise at the request of the corporation,
against all liability and expenses (including but not limited to attor-
neys' fees and disbursements and amounts paid in settlement or in satis-
faction of judgments or as fines or penalties) incurred or paid in con-
nection 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 o 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 cor-
poration 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 int he 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 all expenses in connection therewith or resulting therefrom. The
effect of this provision in the certificate of incorporation is to eli-
minate the rights of the Registrant and its stockholders (through stock-
holders derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of fiduciary duty as a director
(including breaches resulting from negligent or grossly negligent be-
havior) 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, 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 pro-
ceeding, 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 dir-
ector 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 does not extend, how-
ever, to certain situations involving misconduct, willful misfeasance,
bad faith, or gross negligence.
<PAGE> 16
Insofar as indemnification for liabilities arising under the Secur-
ities 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 Com-
mission 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 re-
gistrant of expenses incurred 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, 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 or officer of registrant is indemnified in any manner against
any liability which he may incur in his capacity as such.
<PAGE> 17
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement.
(a) Registrant s Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1996, filed pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) Registrant s quarterly reports on Forms 10-QSB for the fiscal
quarters ended September 30, 1996 and December 31, 1995, filed
pursuant to Section 15(d) of the Exchange Act, and Registrant'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.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14, and 15(d) of the Securities Act and Sections 13(a), 13(c),
and 14 of the Exchange Act after the date of this registration state-
ment and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed
to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of Registrant 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. 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 Registrant's board of directors, and stated in the resolution or
resolutions providing for the issuance of such shares adopted by Regis-
trant's board of directors pursuant to authority vested in it in Regis-
trant's Certificat of Incorporation, each class or series to be appro-
priately 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
<PAGE> 18
expressed in the resolution or resolutions, providing for the issuance
of such shares adopted by Registrant's board of directors pursuant to
authority vested in Registrant'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 Registrant's board of directors pursuant to
authority vested in it in Registrant's Certificate of Incorporation.
Registrant's board of directors may determine the times when, the
terms under which and the consideration for which Registrant shall issue,
dispose of or receive subscriptions for its shares, including treasury
shares, or acquire its own shares. The consideration for the issuance
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 Regis-
trant.
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 hold. There are no pre-emptive, con-
version or redemption privileges, nor sinking fund provisions, with re-
spect to the Common Stock.
Stockholders are entitled to one vote of 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 holders
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
Registrant.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Frances Katz Levine, counsel to the Registrant, is employed by
Registrant as its corporate and securities counsel. She resigned her
positions as a director and as Secretary of the Registrant on December
22, 1996. Her resignation was not caused by any disagreement with the
Registrant on any matter relating to the Registrant's operations, pol-
icies, or practices. Ms. Levine is the record and beneficial owner of
approximately 9% of the Registrant's issued and outstanding common stock
and is one of the Selling Shareholders named herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's certificate of incorporation provides for indem-
nification to the fulest 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> 19
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 o believe his or her conduct was un-
lawful. 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 all expenses in con-
nection therewith or resulting therefrom. The effect of this provision
in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders derivative suits
on behalf of the Registrant) to recover monetary damages against a dir-
ector for breach of fiduciary duty as a director (including breaches re-
sulting from negligent or grossly negligent behavior) except in the sit-
uations 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, 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 pro-
ceeding, 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 direc-
tor 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 does not extend, how-
ever, to certain situations involving misconduct, willful misfeasance, bad
faith, or gross negligence.
Insofar as indemnification for liabilities arising under the Secur-
ities 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 Com-
mission 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> 20
(other than the payment by registrant of expenses incurred 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, registrant will, unless in the opin-
ion 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 pro-
vision, by-law, contract, arrangement or statute pursuant to which any
director or officer of registrant is indemnified in any manner against
any liability which he may incur in his capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The 532,348 shares of common stock (the "Shares") being registered
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 of such agreements were individually negotiated written compensation
contracts constituting Employee Benefit Plans, as defined in Rule 405 of
the Securities Act of 1933.
Messrs. Byrne and Muro acquired all of the Shares being sold by
them hereunder pursuant to their respective "Special Compensation Agree-
ments", dated April 1, 1996 for services rendered during the three-month
period ended March 31, 1996; Ms. Levine acquired the 120,000 of the Shares
being sold by her hereunder pursuant to a Special Compensation
Agreement dated April 1, 1966 for services rendered during the three-month
period ended March 31, 1996 and 46,174 of such Shares pursuant to a
Special Compensation Agreement dated June 1, 1995 for services rendered
during the four and one-half month period ended on May 31, 1995. 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 and $150,000 to
each of Mr. Muro and Ms. Levine. Mr. Threshie acquired all of the Shares
being sold by him hereunder on pursuant to his employment agreement, dated
February 20, 1997 and effective as of January 1, 1996<F2> for services
rendered during the two and one-half month period
---------------------
2
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 was not
taken until February 20, 1996.
<PAGE> 21
ended on March 31, 1996. The foregoing employment agreements between
the Company and each of the Selling Shareholders are sometimes herein-
after referred to collectively as the "Executive Agreements". The fore-
going stock issuances to Mr. Byrne and Ms. Levine were also subject to
certain stock restriction agreements. Such stock restriction agreements,
as amended on May 30, 1996 (the "Amended Stock Restriction Agreements"),
provide that shares subject to such agreements 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 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. With respect to the shares being re-
gistered hereunder for the Selling Shareholders as well as for 440,000
shares registered in a previous registration statement on Form S-8 for
Mr. Byrne and Ms. Levine, the board of directors waived the two-year
holding period requirement.
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 provide 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 when the unpaid salary was earned, as fol-
lows: (i) Shares issued for services rendered during the four and one-
half month period ended on May 31, 1995, were valued at seven cents
($0.07) per share, based upon an average of the bid and ask prices of
the Company's common stock of approximately fourteen cents ($.14) per
share during the 60-day period preceding June 1, 1995, and (ii) Shares
issued for services rendered during all or part of the three-month per-
iod 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.
With respect to the issuance of the Shares:
(i) Registrant did not engage in general advertising or general
solicitation and paid no commission or similar remuneration,
directly or indirectly, with respect to such transactions.
(ii) All of the persons who acquired these securities were, at the
time of acquisition, executive officers and directors of Regis-
trant and as such had continuing direct access to all relevant
information concerning the Registrant and were therefore com-
pletely knowledgeable with respect to the affairs of Registrant.
(iii) The persons who acquired these securities advised Registrant that
the Shares were purchased for investment and without a view to
their resale or distribution unless
<PAGE> 22
subsequently registered and acknowledged that they were aware of
the restrictions on resale of the Shares absent subsequent regis-
tration and that an appropriate legend would be placed on the cert-
ificates evidencing the Shares reciting the absence of their regis-
tration under the Act and referring to the restrictions on their
transferability and resale.
(iv) The persons who acquired these securities have such knowledge and
experience in financial and business mattes that they are capable
of evaluating the merits and risks of such investment and are able
to bear the economic risk thereof.
Accordingly, Registrant claims the transactions hereinabove describ-
ed, to have been exempt from the registration requirements of Section 5
of the Act by reason of Section 4(2) thereof in that such transactions
did not involve a public offering of securities.
ITEM 8. EXHIBITS.
The exhibits filed as a part of this Report or incorporated herein
by reference are as follows:
Exhibits Incorporated
Herein By Reference,
Exhibit No. As Filed With
Document Indicated
4.1 Executive Agreement, dated Jan 18, 1995, 10(rr)
between Registrant and Terence C. Byrne <F1>
4.2 Executive Agreement, dated Jan 18, 1995, 10(ss)
between Registrant and Frances Katz Levine <F1>
4.3 Executive Agreement, dated Jan 1, 1996, 10(ww)
between Registrant and Louis V. Muro <F1>
4.4 Employment Agreement, dated February 20, 1997,
effective as of January 1, 1996
4.5 Stock Restriction Agreements, dated Jan 18, 1995, 10(tt)
June 1, 1995, and July 31, 1995 between Registrant
and Terence C. Byrne <F1>
4.6 Stock Restriction Agreements, dated Jan 18, 1995, 10(uu)
June 1, 1995, July 31, 1995 between Registrant
and Frances Katz Levine <F1>
<PAGE> 23
4.7 Special Compensation Agreement, dated April 1, 1996, 4.5
between Registrant and Terence C. Byrne <F2>
4.8 Special Compensation Agreement, dated April 1, 1996, 4.6
between Registrant and Frances Katz Levine <F2>
4.9 Special Compensation Agreement, dated June 1, 1995, 10(rrr)
between Registrant and Frances Katz Levine <F3>
4.10 Special Compensation Agreement, dated April 1, 1995, 10(ttt)
between Registrant and Louis V. Muro <F3>
4.11 Amendment No. 1, dated May 30, 1996, to Executive 4.7
Agreement, dated Jan 18, 1995, between Registrant
and Terence C. Byrne <F2>
4.12 Amendment No. 1, dated May 30, 1996, to Executive 4.8
Agreement, dated Jan 18, 1995, between Registrant
and Frances Katz Levine <F2>
4.13 Amendment, dated May 30, 1996, to Stock Restriction 4.9
Agreement, dated June 1, 1995, between Registrant
and Terence C. Byrne <F2>
4.14 Amendment, dated May 30, 1996, to Stock Restriction 4.10
Agreement, dated June 1, 1995, between Registrant
and Frances Katz Levine <F2>
5.1 Opinion of Frances Katz Levine, Esq., regarding
the legality of the securities being
registered under this Registration Statement.
24.1 Consent of Pinkham & Foster, Certified Public
Accountants, Independent Auditors for the Registrant.
24.2 Consent of Frances Katz Levine, Esq., counsel
for the Registrant (set forth in the opinion of
counsel included as Exhibit 5.1).
------------------------
1 Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to Registrant's annual report on Form
10-KSB for the fiscal year ended June 30, 1995, which exhibits are
incorporated herein by reference.
<PAGE> 24
2
Filed with the Securities and Exchange Commission on July 22, 1996
as an exhibit, numbered as indicated above, to the registration
statement of Registrant on Form S-8, File No. 33-5310, which ex-
hibits are incorporated herein by reference.
3
Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to Registrant's annual report on Form
10-KSB for the fiscal year ended June 30, 1996, which exhibits are
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the reg-
istration statement or any material change to such infor-
mation in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(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 by
the Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this regis-
tration 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 offer-
ing thereof.
(3) To remove from registration by means of a post-effective amend-
ment any of the securities being registered which remain unsold
at the termination of the offering.
<PAGE> 25
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant s annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan s annual report pursuant to section 15
(d) of the Securities Exchange Act of 1934) that is incorporated by refer-
ence in the registration statement shall be deemed to be a new regis-
tration 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.
(c) Insofar as indemnification for liabilities arising under the Sec-
urities Act of 1933 may be permitted to directors, officers and control-
ling 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 pub-
lic 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 coun-
sel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnifica-
tion by it is against public policy as expressed in the act and will be
governed by the final adjudication of such issue.
<PAGE> 26
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 14th day of March 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 March 14, 1997
Terence C. Byrne Executive Officer and
Chief Financial Officer
/s/ Louis V. Muro Vice President in March 14, 1997
Louis V. Muro Charge of Engineering
/s/ John L. Threshie, Jr. Secretary and Vice March 14, 1997
John L. Threshie, Jr. President of Operations
A MAJORITY OF THE BOARD OF DIRECTORS
/s/ Terence C. Byrne Director March 14 , 1997
Terence C. Byrne
/s/ Louis V. Muro Director March 14, 1997
Louis V. Muro
<PAGE> 27
/s/ John L. Threshie, Jr. Director March 14, 1997
John L. Threshie, Jr.
/s/ John G. Hartley Director March 17, 1997
John G. Hartley
<PAGE> 28
INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
Number Description of Documents Page
4.4 Employment Agreement, dated February 20, 1997, 30
effective January 1, 1996, between Registrant
and John L. Threshie, Jr.
5.1 Opinion of Frances Katz Levine, Esq., 39
regarding the legality of the securities
being registered under this Registration Statement.
24.1 Consent of Pinkham & Foster, Certified Public 41
Accountants, Independent Auditors for Registrant.
24.2 Consent of Frances Katz Levine, Esq., counsel for 39
Registrant (set forth in the opinion of counsel
included as Exhibit 5.1).
<PAGE> 29
EXHIBIT 4.4
EMPLOYMENT AGREEMENT
BETWEEN REGISTRANT AND
JOHN L. THRESHIE, JR.
<PAGE> 30
EXHIBIT 4.4
-------------
TIREX AMERICA INC.
--------------
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, made this 20th day of February, 1997, by and
between
Tirex America Inc.
3767 Thimens
Ville St. Laurent
Quebec, Canada H4R 1W4
(the "Company")*
and
John L. Threshie, Jr.
200 Lansdowne, Apt. 209
Westmount, Quebec
Canada H3Z 3E1
(the "Employee")
------------------------
* Unless context necessarily implies otherwise, all references here-
in to the "Company" shall be to Tirex America Inc. and Tirex Canada Inc.,
and all other corporations, partnerships, or other entities, now or in
the future controlled by, under common control with, or in control of,
Tirex America Inc., jointly and severally.
WHEREAS, On January 1, 1996 (the "Effective Date"), the Company
appointed John L. Threshie as its Vice President of Operations on the
terms and subject to the conditions set forth in this Agreement and,
from the Effective Date through and until the date hereof, the Employee
has satisfactorily served in such capacity pursuant to such terms and
conditions.
WHEREAS, it has at all times since the Effective Date been the
intention of the parties to set forth the terms and conditions under
which the Employee has been providing services and receiving compen-
sation, but inadvertently such agreement was not put into writing prior
to the date hereof;
WHEREAS, the Company and the Employee desire that the term of this
Agreement begin as at the Effective Date and continue for the three-year
period ending on December 31, 1998;
<PAGE> 31
EXHIBIT 4.4
WHEREAS, The Company is a "start-up" company in its very early stage
of development, with negligible or no hard assets, no income, no opera-
tions, and only limited financial resources on hand to finance the deve-
lopment of its technology and the commencement of operations. Its future
financial prospects and position are therefore highly contingent and im-
possible to predict. Based upon the foregoing, unregistered shares of
Tirex America's common stock, which cannot be sold into the public market
for an extended period of time, have a value which reflects the Company's
poor financial position and uncertain future, and can be expected to be
saleable by the Company, in arm's length transactions, for not more than
fifty percent (50%) of the current market value of the publicly traded
stock of Tirex America, or for substantially less.
NOW THEREFORE, in consideration of the premises and of the mutual
promises and covenants hereinafter set forth, the parties agree as
follows:
1. EMPLOYMENT
The Company agrees to employ the Employee and the Employee agrees
to accept the employment described in this Agreement.
2. DUTIES
The Employee shall serve as Vice President of Operations of the
Company, his powers and duties in that capacity to be such as may be
determined by the President and the Board of Directors of the Company.
During the term of this agreement, the Employee shall serve also, with-
out additional compensation, in such other offices of the Company to
which he may be elected or appointed by the Board of Directors and the
Employee shall not be entitled to additional compensation by reason of
service as a director of the Company or as a fiduciary of an employee
benefit plan of the Company. With respect to all capacities in which
the Employee shall serve, he shall report solely to the President of
the Company.
3. EXTENT OF SERVICES
The Employee shall devote his entire working time, attention, and
energies to the performance of his duties and shall not be engaged in
any other business activity, whether or not pursued for gain without the
consent of the Company. The Employee may invest his personal assets in
such form or manner as will not require services on his part. The
Employee shall at all times faithfully and to the best of his ability
perform his duties under this Agreement. The duties shall be rendered
at the Company's office in Ville St.Laurent, Quebec, or at such other
place or places and at such times as the needs of the Company may
from time-to-time dictate.
<PAGE> 32
4. TERM
The term of this Agreement shall be deemed to have begun on the
Effective Date, and shall continue for the three year period which com-
menced on the Effective Date and shall end on December 31, 1998. The
parties presently anticipate that the employment relationship may
continue beyond this three-year term. This Agreement shall not give the
Employee any enforceable right to employment beyond this term.
5. COMPENSATION
As his entire compensation for the services to the Company, during
the term of this agreement, in whatever capacity rendered, the Company
shall pay to the Employee a salary of fifty thousand United States
dollars (US $50,000) per year, payable in accordance with the Company's
standard payroll procedures. The Employee is eligible for performance-
based raises and bonuses, but there is no assurance or expectation that
raises or bonuses will be granted or paid. Raises will be granted and
bonuses will be paid, if at all, in the sole discretion of the Board of
Directors.
6. ISSUANCE OF STOCK IN LIEU OF BASE SALARY
6.1 Compensation Shares. In the event that, from time to time,
the Board of Directors, in its sole discretion, determines that the
Company does not have adequate financial resources to fully compensate
the Employee in cash, then the Company's obligation to pay such compen-
sation will be satisfied by the issuance to the Employee of shares of
the common stock of Tirex America, Inc., $.001, par value, per share
("Compensation Shares"), which shares shall constitute compensation
pursuant to the terms of this Employee Agreement.
6.2 Valuation. All Compensation Shares will be issued to the
Employee at a value equal to fifty percent (50%) of the average of the
high and low bid prices of Tirex America's common stock as traded in the
over-the-counter market and quoted in the NASDAQ Electronic Bulletin Board
during the period when such Compensation Shares were earned, or such other
value which the Board of Directors, in its sole discretion, shall deter-
mine.
6.3 Registration Rights. From time to time, all or part of the
Compensation Shares may be registered by the Company under a Registration
Statement on Form S-8, including a Re-offer Prospectus, as and at such
time as the Board of Directors of the Company or the executive committee
thereof shall determine.
<PAGE> 33
7. BENEFITS
The Employee shall receive medical and dental insurance and other
fringe benefits to the extent that such benefits are provided to all
full-time, non-union employees of the Company.
8. EXPENSES
The Company shall reimburse the Employee for reasonable, documented,
out-of-pocket expenses incurred by the Employee in fulfilling his duties.
9. TERMINATION
9.1 For Cause. The Company may terminate the Employee's employment
at any time "for cause" with immediate effect upon delivering written
notice to the Employee. For purposes of this Agreement, "for cause" shall
include: (a) embezzlement, theft, larceny, material fraud, or other acts
of dishonesty; (b) material violation by employee of any of his obliga-
tions under this Agreement; (c) conviction of or entrance of a plea of
guilty or nolo contendere to a felony or other crime which has or may
have a material adverse effect on the Employee's ability to carry out
his duties under this Agreement or upon the reputation of the Company;
(d) conduct involving moral turpitude; (e) gross insubordination or
repeated insubordination after written warning by the President of the
Company; or (f) material and continuing failure by the Employee to per-
form the duties described in Section 2 above in a quality and professional
manner for at least thirty (30) days after written warning by the Board
of Directors or the President of the Company. Upon termination for cause,
the Company's sole and exclusive obligation will be to pay the Employee
his compensation earned through the date of termination, and the Employee
shall not be entitled to any compensation after the date of termination.
9.2 Upon Death. In the event of the Employee's death during the
term of the this Agreement, the Company's sole and exclusive obligation
will be to pay to the Employee's spouse, if living, or to his estate, if
his spouse is not then living, the Employee's compensation earned through
the date of death.
9.3 Upon Disability. The Company may terminate the Employee's
employment upon the Employee's total disability. The Employee shall be
deemed to be totally disabled if he is unable to perform his duties under
this Agreement by reason of mental or physical illness or accident for a
period of three consecutive months. Upon termination by reason of the
Employee's disability, the Company's sole and exclusive obligation will
be to pay the Employee his compensation earned through the date of ter-
mination.
9.4 Without Cause. The Company may terminate the Employee's employ-
ment without cause at any time after expiration of the three-year term of
this Agreement.
<PAGE> 34
EXHIBIT 4.4
10. COVENANT NOT TO COMPETE
10.1 Covenant. At all times during the terms of this Agreement,
during any period following the term of this Agreement when the Employee
shall continue to be employed by the Company in any capacity whatsoever,
and during the one year period after the Employee's employment with the
Company has been terminated by either party and for any reason, the Em-
ployee will not directly or indirectly:
(a) enter into or attempt to enter into the "Restricted Business"
(as defined below) in the continental United States or Canada;
(b) induce or attempt to persuade any former, current or future
employee, agent, manager, consultant, director, or other
participant in the Company's business to terminate such
employment or other relationship in order to enter into any
relationship with the Employee, any business organization in
which the Employee is a participant in any capacity whatsoever,
or any other business organization in competition with the Com-
pany's business; or
(c) use contracts, proprietary information, trade secrets, confiden-
tial information, customer lists, mailing lists, goodwill, or
other intangible property used or useful in connection with the
Company's business.
10.2 Indirect Activity. The term "indirectly," as used in Section
7.1 above, includes acting as a paid or unpaid director, officer, agent,
representative, employee of, or consultant to any enterprise, or acting
as a proprietor of an enterprise, or holding any direct or indirect
participation in any enterprise as an owner, partner, limited partner,
joint venturer, shareholder, or creditor.
10.3 Restricted Business. The term "Restricted Business" means any
business related to the disintegration of scrap tires, the manufacture of
equipment used for such purpose, or the sale or brokerage of the by-
products from the disintegration of scrap tires. Nevertheless, the
Employee may own not more than five percent of the outstanding equity
securities of a corporation that is engaged in the Restricted Business
if the equity securities are listed for trading on a national stock ex-
change or are registered under the Securities Exchange Act of 1934.
11. SEVERABILITY
The covenants set forth in Section 7 above shall be construed as a
series of separate covenants, one for each county in each of the states
of the United States and one for each of the analogous jurisdictions in
Canada to which such restriction applies. If, in any judicial proceeding,
a court of competent jurisdiction shall refuse to enforce any of the
separate covenants deemed included in this Agreement, or shall find that
the term or geographic scope of one or more of the
<PAGE> 35
separate covenants is unreasonably broad, the parties shall use their
best good faith efforts to attempt to agree on a valid provision which
shall be a reasonable substitute for the invalid provision. The reason-
ableness of the substitute provision shall be considered in light of the
purpose of the covenants and the reasonable protectable interests of the
Company and the Employee. The substitute provision shall be incorporated
into this Agreement. If the parties are unable to agree on a substitute
provision, then the invalid or unreasonably broad provision shall be
deemed deleted or modified to the minimum extent necessary to permit
enforcement.
12. CONFIDENTIALITY
The Employee acknowledges that he will develop and be exposed to
information that is or will be confidential and proprietary to the Com-
pany. The information includes customer lists, technology designs, plans
and information, marketing plans, pricing data, product plans, software,
and other intangible information. Such information shall be deemed con-
fidential to the extent not generally known within the trade. The Em-
ployee agrees to make use of such information only in the performance
of his duties under this Agreement, to maintain such information in con-
fidence and to disclose the information only to persons with a need
to know.
13. REMEDIES
The Employee acknowledges that monetary damages would be inadequate
to compensate the Company for any breach by the Employee of the covenants
set forth in Sections 10 and 12 above. The Employee agrees that, in add-
ition to other remedies which may be available, the Company shall be en-
titled to obtain injunctive relief against the threatened breach of this
Agreement or the continuation of any breach, or both, without the neces-
sity of proving actual damages.
14. Waiver
The waiver by the Company of the breach of any provision of this
Agreement by the Employee shall not operate or be construed as a waiver
of any subsequent breach by the Employee.
15. ASSIGNMENT
This Agreement may be assigned by the Company as part of the sale of
substantially all of its business; provided, however, that the purchaser
shall expressly assume all obligations of the Company under this Agree-
ment. Further, this Agreement may be assigned by the Company to an
affiliate, provided that any such affiliate shall expressly assume all
obligations of the Company under this Agreement, and provided further
that the Company shall then fully guarantee
<PAGE> 36
EXHIBIT 4.4
the performance of the Agreement by such affiliate. Employee agrees that
if this Agreement is so assigned, all the terms and conditions of this
Agreement shall obtain between such assignee and himself with the same
force and effect as if said Agreement had been made with such assignee in
the first instance. This Agreement is personal to the Employee and shall
not be assigned without written consent of the Company.
16. NOTICES
All notices required or permitted to be given hereunder shall be
mailed by certified mail, or delivered by hand or by recognized over-
night courier to the party to whom such notice is required or permitted
to be given hereunder, in all cases with written proof of receipt re-
quired. Any such notice shall be deemed to have been given when received
by the party to whom notice is given, as evidenced by written and dated
receipt of the receiving party.
Any notice to the Company or to any assignee of the Company shall
be addressed as follows:
Tirex America Inc.
3767 Thimens, Suite 207
Ville St. Laurent
Quebec, Canada H4R 1W4
Any notice to Employee shall be addressed as follows:
John L. Threshie, Jr.
200 Lansdowne, Apt. 209
Westmount, Quebec
Canada H3Z 3E1
17. General
17.1 Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
17.2 Titles and Captions. All section titles or captions contained
in this Agreement are for convenience only and shall not be deemed part
of the context nor effect the interpretation of this Agreement.
17.3 Entire Agreement. This Agreement contains the entire under-
standing between and among the parties and supersedes any prior under-
standings and agreements among them respecting the subject matter of
this Agreement.
<PAGE> 37
EXHIBIT 4.4
17.4 Agreement Binding. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties
hereto.
17.5 Further Action. The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
17.6 Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is
held invalid, shall not be affected thereby.
17.7 Survival of Certain Agreements. The covenants and agree-
ments set forth in Articles 10, 12, and 13 shall all survive the expir-
ation of the term of this Agreement and shall all survive termination of
this Agreement and remain in full force and effect regardless of the
cause of such termination.
17.8 Separate Counsel. The parties acknowledge that the Company
has been represented in this transaction by Frances Katz Levine, Esq.,
that the Employee has NOT been represented in this transaction by the
Company's attorney, and the Employee has been advised that it is impor-
important for the Employee to seek separate legal advise and repre-
sentation in this matter.
18. PRIOR AGREEMENTS
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written.
TIREX AMERICA INC.
By /s/ Terence C. Byrne
Terence C. Byrne, President
/s/ John L. Threshie, Jr.
John L. Threshie, Jr., Individually
<PAGE> 38
EXHIBIT 5.1
OPINION OF
FRANCES KATZ LEVINE, ESQ.
<PAGE> 39
EXHIBIT 5.1
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
March 14, 1997
Tirex America Inc.
3767 Thimens, Suite 207
Ville St. Laurent, Quebec
Canada H4R 1W4
Ladies and Gentlemen:
You have requested my opinion as counsel for Tirex America Inc.,
a Delaware corporation (the Company ), in connection with the regis-
tration 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 Reg-
istration Statement on Form S-8, to be filed with the Securities and
Exchange Commission on or about March 18, 1997 (the "Registration State-
ment"), of five hundred thirty-two thousand, three hundred forty-eight
(532,348) 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 Incor-
poration 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 532,348 Shares currently are, and upon sale in the
manner described in the Registrant Statement will be, legally issued,
fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Regis-
tration Statement.
Very truly yours,
/s/ Frances Katz Levine
Frances Katz Levine
<PAGE> 40
EXHIBIT 24.1
CONSENT OF PINKHAM & FOSTER
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 41
EXHIBIT 24.1
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.
Nevoso, Pivirotta, Pinkham & Foster
Certified Public Accountants, LLC
March 13, 1997
Fairfield, New Jersey
710 Route 46 East, Suite 201, Fairfield, NJ 07004 Tel 201 575-7782
Fax 201 575-7782 Division for CPA Firms AICPA
<PAGE> 42
