As filed with the Securities and Exchange Commission on July 28, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
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 201
Montreal, Quebec H3C 1L5
(Address of Principal Executive Offices) (Zip Code)
EMPLOYMENT AGREEMENTS BETWEEN THE REGISTRANT AND:
FRANCES KATZ LEVINE AND SCOTT RAPFOGEL
(Full title of the Plan)
Frances Katz Levine
621 Clove Road
Staten Island, NY 10310
(Name and address, including zip code of agent for service)
(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,
Pursuant to The Exercise
of Options Granted Under
Employment Agreement with:
Scott Rapfogel 2,000,000 $.075 $150,000 $45.45
Frances Katz Levine 2,000,000 $.075 $150,000 $45.45
TOTAL $100
======================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(g) 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 July 21, 1999.
1
<PAGE>
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, 1998, 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, 1998, December 31, 1998 and March 31, 1999 filed
pursuant to Section 15(d) of the Exchange Act, and Registrant's Current
Reports on Form 8-K, dated May 27, 1998 (filed with the Commission on
August 3, 1998), September 14, 1998 (filed with the Commission on
September 18, 1998), March 17, 1999 (filed with the Commission on March
23, 1999), May 4, 1999 (filed with the Commission on May 18, 1999), and
May 10, 1999 (filed with the Commission on May 24, 1999).
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 statement 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
registers 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 one hundred
twenty million shares (120,000,000), par value $.001 per share, of which one
hundred fifteen million, (115,000,000) shares are designated Common Stock par
value $.001 per share, and five million (5,000,000) shares are designated Class
A Stock, par value $.001 per share. As at July 6, 1999 there were one hundred
one million, eight hundred fifty four thousand, nine hundred seventy six
(101,854,976) shares of Common Stock issued and outstanding. The Class A 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 Registrant's
board of directors pursuant to authority vested in it in Registrant's
Certificate of Incorporation, each class or series to be appropriately
designated, prior to the
2
<PAGE>
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 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 Registrant.
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 Registrant.
Item 5. Interest of Named Experts and Counsel.
The law firm of Levine and Rapfogel is acting as special counsel to the
Registrant for purposes of the preparation and filing of this Registration
Statement. Frances Katz Levine and Scott Rapfogel, shareholders of the
Registrant, are principals of Levine and Rapfogel. As at July 6, 1999 Ms. Levine
and her husband, Robert Levine, were the record and beneficial owners of
approximately 8.4% of the Registrant's issued and outstanding common stock. As
at July 6, 1999, Scott Rapfogel was the record and beneficial owner of
approximately 2.4% of the Registrant's issued and outstanding common stock. In
addition, each of Ms. Levine and Mr.
3
<PAGE>
Rapfogel own options to purchase 2,000,000 shares of the Registrant's common
stock at an exercise price of $.001 per share.
Item 6. Indemnification of Directors and Officers.
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 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 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 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 eliminate the rights of the Registrant and
its stockholders (through stockholders' 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 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, 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
4
<PAGE>
commenced against them. The indemnification provided by the By-laws does 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 (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 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated herein by
reference are as follows:
Exhibit No. Item
- ----------- ----
4.1 Settlement and Retainer Agreement, dated June 25, 2999, among
Registrant, Frances Katz Levine, and Scott Rapfogel
5.1 Opinion of Frances Katz Levine, Esq., regarding the legality
of the securities being registered under this Registration
Statement.
5
<PAGE>
10.1 Employment Agreement dated December 22, 1996 between
Registrant and Frances Katz Levine1
10.2 Amendment dated May 1, 1997, to Employment Agreement of
December 22, 1996, between the Registrant and Frances Katz
Levine2
10.3 Employment Agreement made as of June 22, 1998 between the
Registrant and Scott Rapfogel3
24.1 Consent of Pinkham & Pinkham, P.C., Certified Public
Accountants Independent Auditors for the Registrant.
24.2 Consent of Frances Katz Levine, Esq., (set forth in the
opinion of counsel included as Exhibit 5.1).
- ----------
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
- --------
1 Filed with the Securities and Exchange Commission, as exhibit
10(gggg) to the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997, which exhibit is
incorporated herein by reference.
2 Filed with the Securities and Exchange Commission, as exhibit
10(hhhh) to the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997, which exhibit is
incorporated herein by reference.
3 Filed with the Securities and Exchange Commission on July 30,
1998 as Exhibit 10.3 to the Registrant's Current Report on
Form 8-K dated May 27, 1998, which exhibit is incorporated
herein by reference.
6
<PAGE>
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 registration
statement or any material change to such
information 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 registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(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 reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 26th day
of July, 1999.
THE TIREX CORPORATION
By /s/ Terence C. Byrne
--------------------------------------
Terence C. Byrne, Chairman of the Board of
Directors and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Terence C. Byrne Chairman of the Board July 26, 1999
- ------------------------------ of Directors and Chief
Terence C. Byrne Executive Officer
/s/ Henry Meier Treasurer and Chief July 26, 1999
- ------------------------------ Financial and Accounting
Henry Meier Officer
Majority of the Board of Directors
/s/ Terence C. Byrne Director July 26, 1999
- ------------------------------
Terence C. Byrne
/s/ Louis Sanzaro Director July 26, 1999
- ------------------------------
Louis Sanzaro
/s/ Louis V. Muro Director July 26, 1999
- ------------------------------
Louis V. Muro
/s/ Henry Meier Director July 26, 1999
- ------------------------------
Henry Meier
</TABLE>
8
<PAGE>
EXHIBIT INDEX
Exhibit No. Item Page
- ----------- ---- ----
4.1 Settlement and Retainer Agreement,
dated June 25, 2999, among Registrant,
Frances Katz Levine, and Scott Rapfogel 10
5.1 Opinion of Frances Katz Levine, Esq.
regarding the legality of the securities
being registered under this Registration
Statement 15
24.1 Consent of Pinkham & Pinkham, P.C.,
Certified Public Accountants
Independent Auditors for the Registrant 17
24.2 Consent of Frances Katz Levine, Esq.,
the counsel for the Registrant (set
forth in the opinion of counsel included
as Exhibit 5.1)
9
EXHIBIT
4.1
SETTLEMENT AND RETAINER AGREEMENT
10
<PAGE>
----------
THE TIREX CORPORATION
----------
SETTLEMENT AND RETAINER AGREEMENT
----------
Agreement, made this 25th day of June, 1999, by and among
The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec
Canada H3C 1L5
("Tirex")
Frances Katz Levine
621 Clove Road
Staten Island, NY 10310
("Levine")
and
Scott Rapfogel
16 Regency Circle
Englewood, NJ 07631
("Rapfogel")
A. RECITALS
Whereas, Levine and Tirex are parties to an Employment Agreement, dated
December 22, 1996 (the "Levine Employment Agreement"), pursuant to which Levine
was employed by Tirex as its Corporate and United States Securities Counsel, and
Rapfogel and Tirex are parties to an Employment Agreement, dated June 22, 1998
(the "Rapfogel Employment Agreement"), pursuant to which Rapfogel was employed
by Tirex as its Assistant Corporate and United States Securities Counsel.
Whereas, effective the close of business this date, Tirex is
terminating the employment of Levine and Rapfogel.
11
<PAGE>
Whereas, the termination of Levine was made other than for cause
pursuant to Paragraph 6.2 of the Levine Employment Agreement and the termination
of Rapfogel was made without cause pursuant to Paragraph 8.4 of the Rapfogel
Employment Agreement.
Whereas, Tirex has acknowledged and agreed that, pursuant to the terms
of their respective Employment Agreements, Levine is entitled to immediate
payment of $300,000 and Rapfogel is entitled to immediate payment of $220,000.
Whereas, Tirex currently lacks the financial resources to make cash
payment of the sums which it acknowledges Levine and Rapfogel are presently
entitled to be paid, as set forth above and Levine and Rapfogel have agreed to
accept in lieu of such cash payment, shares of Tirex's Common Stock, $.001 par
value per share ("Common Stock") and Options to purchase Common Stock, as set
forth herein.
Whereas, Tirex acknowledges that Levine and Rapfogel have agreed to
accept the above referenced shares and options on the basis of such shares
eventually having some liquid value through the market sale thereof pursuant to
the exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act") provided by Rule 144 thereof ("Rule 144")
and/or pursuant to the registration of such shares by Tirex under the Securities
Act pursuant to a Form S-8 registration statement or such other Form as should
be available and practicable for such purpose.
Whereas, Tirex is in its early stage of operations with limited hard
assets, income, operations, and financial resources on hand to finance the
development of its business. Its future financial prospects and position are
therefore highly contingent and impossible to predict. Based upon the foregoing,
unregistered shares of Tirex's Common Stock, which cannot be sold into the
public market for an extended period of time, have a value which reflects
Tirex's poor financial position and uncertain future, and can be expected to be
saleable by Tirex, in arm's length transactions, for not more than fifty percent
(50%) of the current market value of the publicly traded stock of Tirex, or for
substantially less.
B. AGREEMENT
1. The parties agree that the amount immediately payable to Levine in
connection with the termination of her employment, as described above, is
$300,000 United States Dollars and the amount immediately payable to Rapfogel in
connection with the termination of his employment, as described above, is
$220,000 United States Dollars.
2. Levine and Rapfogel hereby agree to accept in full satisfaction of all
payments due to them in connection with Tirex's termination of their respective
Employment Agreements, as described in Section A, above, Shares of Tirex's
Common Stock at a per share value equal to fifty percent (50%) of the average of
the high ask and low bid prices of Tirex's Common Stock
12
<PAGE>
as traded in the over-the-counter market and quoted in the OTC Electronic
Bulletin Board on Friday, June 25, 1999, as follows:
2.1 For Levine:
(a) A three-year option to purchase 2,000,000 shares at a
price of $.001 per share; and
(b) the number of shares issuable pursuant to Paragraph
2, above, less 2,000,000 shares.
2.2 For Rapfogel:
(a) A three-year option to purchase 2,000,000 shares at a
price of $.001 per share; and
(b) the number of shares issuable pursuant to Paragraph
2, above, less 2,000,000 shares.
C. RETAINER
Tirex hereby retains Levine and Rapfogel, or either one of them, or any
law firm or partnership with which either one of them may in future be
associated with, as Levine and Rapfogel shall notify Tirex, for the limited
purposes of: (i) preparing and filing on behalf of Tirex one or more
registration statements on Forms S-8, registering the resale of the shares of
Common Stock underlying the options granted to them hereinabove, and (ii)
preparing and submitting to Tirex's transfer agent, legal opinion letters
respecting the propriety of removing restrictions on transfer of any shares of
Common Stock then held by Levine, Rapfogel, or, at his request, Terence C.
Byrne, as such shares shall become eligible for sale, or the removal of all
restrictions, pursuant to Rule 144 or Rule 144(k) of the Securities Act of 1933.
Levine and Rapfogel agree that all such services shall be performed without
charge to Tirex.
D. LIQUIDATED DAMAGES
The parties hereto agree that in the event that Tirex shall take any
action which in any way impairs or impedes the ability or right of Rapfogel or
Levine to perform the functions for which they have been retained pursuant to
Section C of this Agreement, that Rapfogel and Levine shall be entitled to
liquidated damages in cash in an amount equal to the number of restricted shares
of Common Stock held by them multiplied by three times the per share public
market price.
13
<PAGE>
E. RELEASES
In consideration for, and in furtherance of the foregoing, Tirex, (the
"Releasor"), hereby releases and discharges Levine and Rapfogel, or either one
of them, their respective heirs, executors, administrators, successors, and
assigns (jointly and severally, the "Releasees) from all actions, causes of
action, debts, sums of money, accounts, reckonings, covenants, contracts,
controversies, agreements, promises, damages, judgments, executions, claims and
demands whatsoever, in law, admiralty or equity, which against the Releasees,
the Releasor, its successors, or assigns, ever had, now has, or hereafter can,
shall, or may, have for, upon, or by reason of any matter, cause or thing
arising out of or in any way connected with the Releasees services as legal
counsel to the Releasor, the issuance of any shares of Common Stock to the
Releasees, the Releasees rights to sell any shares of the Releasor's Common
Stock pursuant to the provisions of Rule 144, Rule 144(k), or the obligation of
Tirex to register any shares of its Common Stock heretofore or hereinafter
issued to the Releasees.
THE TIREX CORPORATION
By /s/ Louis Sanzaro
----------------------
Louis Sanzaro, President
/s/ Frances Katz Levine
-------------------------
Frances Katz Levine
/s/ Scott Rapfogel
-------------------------
Scott Rapfogel
14
EXHIBIT
5.1
OPINION OF
FRANCES KATZ LEVINE, ESQ.
15
<PAGE>
LEVINE AND RAPFOGEL
ATTORNEYS AT LAW
621 CLOVE ROAD
STATEN ISLAND, NEW YORK 10310
Telephone Telefax
(718) 981-8485 (718) 447-1153
July 22, 1999
The Tirex Corporation
740 St. Maurice
Montreal, Quebec
Canada H3C 1L5
Ladies and Gentlemen:
You have requested my opinion as special counsel for The Tirex
Corporation Inc., 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 Company of an
aggregate of up to four million (4,000,000) shares of Common Stock of the
Company (the "Shares"), $.001 par value, per share, issuable upon the exercise
of options granted pursuant to the Employment Agreement dated December 22, 1996
as amended May 1, 1997 between Frances Katz Levine and The Tirex Corporation and
the Employment Agreement dated June 22, 1998 between Scott Rapfogel and The
Tirex Corporation (collectively the "Employment Agreements").
I have examined the Company's Registration Statement on Form S-8 in the
form to be filed with the Securities and Exchange Commission on or about July
28, 1999 (the "Registration Statement"), the Employment Agreements, 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 upon issuance and sale in the manner described in the Registration
Statement and the exhibits thereto, the Shares 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
16
EXHIBIT
24.1
CONSENT OF PINKHAM & PINKHAM, P.C.
Certified Public Accountants
17
<PAGE>
Pinkham & Pinkham, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Auditors
We consent to the incorporation by reference in this Registration Statement of
The Tirex Corporation on Form S-8 of our report dated February 9, 1999,
appearing in the incorporated by reference Annual Report on Form 10-KSB of The
Tirex Corporation for the year ended June 30, 1998.
/s/ Pinkham & Pinkham, P.C.
Pinkham & Pinkham, P.C.
Certified Public Accountants
July 6, 1999
Cranford, New Jersey
514 Centennial Avenue, Cranford, N.J. 07016 Tel.: 908-653-1710 Fax: 908-65301713
18
