As filed with the Securities and Exchange Commission on March , 2000
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.)
3828 RUE SAINT PATRICK
MONTREAL, QUEBEC H4E 1A4
(Address of Principal Executive Offices) (Zip Code)
STOCK UNDERLYING VARIOUS
EMPLOYMENT AND CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND:
CONSULTANTS, OFFICERS AND DIRECTORS
OF THE REGISTRANT
(Full title of the Plan)
FROHLING, HUDAK & PELLEGRINO, LLC
425 EAGLE ROCK AVENUE
ROSELAND, NEW JERSEY 07068
(Name and address, including zip code of agent for service)
(973) 226-4600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par 3,509,759 $.75 $2,632,319.25 $731.78
Value $.001 Per Share
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) on the basis of the average of the low 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 7, 2000.
-1-
<PAGE>
PART I
DESCRIPTION OF CONSULTING, DIRECTORS AND EMPLOYMENT AGREEMENTS
The following table sets forth the number of shares of Common stock
issued or authorized to be issued pursuant to certain Consulting and Employment
Agreements attached hereto or incorporated herein by reference.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Vijay Kachru Consulting Agreement effective July 1, 1999 1,265,221
- -----------------------------------------------------------------------------------------------------
Michel Massicotte Consulting Agreement effective July 28, 1999 41,600
- -----------------------------------------------------------------------------------------------------
Lou Muro Amendment dated May 1, 1997 to Executive Agreement of 1,391,588
January 1, 1996 between the Registrant and Lou Muro
- -----------------------------------------------------------------------------------------------------
Nisha Singh Consulting Agreement dated March 15, 1996 800,000
- -----------------------------------------------------------------------------------------------------
TOTAL 3,509,759
- -----------------------------------------------------------------------------------------------------
</TABLE>
-2-
<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, 1999, 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, March 31, 1999,
September 30, 1999 and December 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), May 10, 1999 (filed
with the Commission on May 24, 1999), September 3, 1999 (filed with the
Commission on September 3, 1999) and February 9, 2000 (filed with the
Commission on February 9, 2000).
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
sixty five million shares (165,000,000), par value $.001 per share, all of which
are designated Common Stock par value $.001 per share. As of February 9, 2000
there were one hundred thirty nine million, eight one hundred fifty eight, eight
hundred forty two (139,158,842) shares of Common Stock issued and outstanding.
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 of the Registrant 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 preemptive, conversion or
redemption privileges, nor sinking fund provisions, with respect to the Common
Stock.
-3-
<PAGE>
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.
None.
-4-
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant'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 Registrant. Section 145 permits a corporation to
indemnify any person who is or has been a director, officer, employee, or agent
of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization, or enterprise at the
request of the corporation, against all liability and expenses (including but
not limited to attorneys' fees and disbursements and amounts paid in settlement
or in satisfaction of judgments or as fines or penalties) incurred or paid in
connection with any action, suit or proceeding, whether civil, criminal,
administrative, investigative, or otherwise, in which he or she may be involved
by reason of the fact that he or she served or is serving in these capacities,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no cause to believe his or her
conduct was unlawful. In the case of a claim, action, suit or proceeding made or
brought by or in the right of the corporation to procure a recovery or judgment
in its favor, the corporation shall not indemnify such person in respect of any
claim issue or matter as to which such person has been adjudged to be liable to
the corporation for negligence or misconduct in the performance of his or her
duty to the corporation, except for such expenses as the Court may allow. Any
such person who has been wholly successful on the merits or otherwise with
respect to any such claim, action, suit or proceeding or with respect to any
claim, issue or matter therein, shall be indemnified as of right against 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 Registrant's By-laws provide for indemnification of the
Registrant'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 Registrant, 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, 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 Registrant 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,
-5-
<PAGE>
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 Consulting Agreement between the Registrant and Vijay Kachru effective
July 1, 1999.
4.2 Consulting Agreement between the Registrant and Michel Massicotte
effective July 28, 1999.
4.3 Amendment dated May 1, 1997 to Executive Agreement of January 1, 1996
between the Registrant and Lou Muro (1).
4.4 Consulting Agreement between the Registrant and Trident Educational
Services, Inc. dated March 15, 1996.
4.5 Certificate of the Secretary of the Registrant dated March 14, 2000.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the legality of
the securities being registered under this Registration Statement.
24.1 Consent of Pinkham & Pinkham, P.C., Certified Public Accountants,
Independent Auditor for the Registrant.
24.2 Consent of Frohling, Hudak & Pellegrino, LLC, (set forth in the opinion
of counsel included as Exhibit 5.1).
(1) Filed with the Securities and Exchange Commission, as Exhibit 10(kkkk)
to the Registrant's Annual Report or Form 10-KSB for the fiscal year
ended June 30, 1997, which exhibit is incorporated herein by reference.
-6-
<PAGE>
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 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 plans 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.
-7-
<PAGE>
(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.
-8-
<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 9th Day
of March, 2000.
THE TIREX CORPORATION
By /s/ John L. Threshie
---------------------------------------
John L. Threshie Jr., President 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.
Signature Title Date
--------- ----- ----
/s/ John L. Threshie Chief Executive Officer March 14, 2000
- ---------------------
John L. Threshie, Jr.
/s/ Michael Ash Treasurer and Chief Financial March 14, 2000
- --------------------- and Accounting Officer
Michael Ash
Majority of the Board of Directors
/s/ Henry Meier Director March 14, 2000
- ---------------------
Henry Meier
/s/ Louis V. Muro Director March 14, 2000
- ---------------------
Louis V. Muro
/s/ John L. Threshie Director March 14, 2000
- ---------------------
John L. Threshie, Jr.
-9-
<PAGE>
INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.1 Consulting Agreement between the Registrant and Vijay Kachru effective
July 1, 1999.
4.2 Consulting Agreement between the Registrant and Michel Massicotte
effective July 28, 1999.
4.4 Consulting Agreement between the Registrant and Trident Educational
Services, Inc. dated March 15, 1996.
4.5 Certificate of the Secretary of the Registrant dated March 14, 2000.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC regarding the legality of
the securities being registered under this Registration Statement
24.1 Consent of Pinkham & Pinkham, P.C., Certified Public Accountants
Independent Auditors for the Registrant
24.2 Consent of Frohling, Hudak & Pellegrino, LLC, the counsel for the
Registrant (set forth in the opinion of counsel included as Exhibit
5.1)
-10-
TIREX CANADA R & D INC.
CONSULTING AGREEMENT
CONSULTING AGREEMENT, made this 28th day of January, 2000, to be
effective July 28th, 1999 (the "Effective Date") between Tirex Canada R & D Inc.
(the "Corporation"), and Michel Massicotte, 9230 rue Yvette-Naubert, Anjou,
Quebec H1K 5A3 (the "Consultant").
WHEREAS, since the Effective Date, the Consultant has been providing to
the Corporation, on the terms set forth herein, the consulting services
described in Section 2, of this Agreement;
WHEREAS, the Corporation wishes to assure itself of the continued
services of the Consultant for the period provided in this Agreement, and the
Consultant is willing to provide his services to the Corporation for the said
period under the terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. EMPLOYMENT
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation as
a consultant in connection with the operation of certain aspects of the business
and affairs of the Corporation, for the one-year period which commenced as of
the Effective Date and will end on July 27th, 2000. The period during which
Consultant has, and will continue to, serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. CONSULTING SERVICES
The services which the Consultant has rendered since the Effective Date
have included, and will, during the balance of the Engagement Period, include,
the rendering of advice, opinions, "hands-on" assistance, and, in some cases,
effectuation of, that of a Professional Financial Consultant.
1
<PAGE>
All such services are to be performed only upon the authorization from
President of the Corporation. The Consultant shall have the sole discretion as
to the form, manner and place in which the said consulting services shall be
rendered. The Consultant shall, by this agreement, be prevented and barred from
rendering services of the same or similar nature, as herein described, or
services of any nature whatsoever, for or in behalf of persons, in the same
business of the Corporation, firms or corporations other than the Corporation
which are in competition with the Corporation.
3. COMPENSATION
3.1 As compensation for all consulting services rendered by the
Consultant during the Engagement Period pursuant to this Agreement, the
Corporation shall pay the Consultant a sum of CDN $ 32.50 per hour. From time to
time, by mutual agreement the Corporation shall issue to the Consultant shares
in lieu of cash.
4. SECRETS
Consultant agrees that any trade secrets or any other like information
of value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.
2
<PAGE>
6. ASSIGNMENT
This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business; provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant 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 Consultant and shall
not be assigned without written consent of the Corporation.
7. ENTIRE UNDERSTANDING
This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.
8. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Articles 4 and 5, hereof and,
to the extent applicable, the covenants and agreements set forth in Article 3
hereof, shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.
9. NOTICES
9.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
3
<PAGE>
9.2 Any notice to the Corporation or to any assignee of the
Corporation shall be addressed as follows:
The Tirex Corporation
3828 St. Patrick Street
Montreal, Quebec
Canada H4E 1A4
9.3 Any notice to Consultant shall be addressed as follows:
Michel Massicotte
9230 rue Yvette-Naubert
Anjou, Quebec
H1K 5A3
9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
10. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of Canada.
11. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
12. PRIOR AGREEMENTS
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written.
THE TIREX CORPORATION
By: /s/ John L. Threshie, Jr.
-----------------------------------------
John L. Threshie Jr., President / CEO
By: /s/ Michel Massicotte
-----------------------------------------
Michel Massicotte, CGA, Consultant
5
CONSULTING SERVICES' AGREEMENT
It is hereby agreed by: 3143619 Canada Inc./Tirex America Inc. (the clients) and
Trident Educational Services, Inc. (the consultant) that the clients offer
exclusive mandate to Trident as consultants to conduct feasibility studies,
prepare business plans and to procure project financing for various aspects of
development, manufacturing and marketing of Tirex's Tire Recycling Machines and
to provide technical, legal, accounting and management assistance as required.
The consultants will provide written proposals for major pieces of work to be
undertaken including time and cost estimates. Consultants will also accept
verbal requests from authorized personnel from the client's organization for
different advice and tasks. For such items, billing will be on time and expense
basis.
The consultant will respect the confidentiality of the information provided to
them by the clients; however will be free to divulge it to appropriate
persons/organizations working towards the fulfillment of the financing, e.g.
bankers, subcontractors, Govt. officers, employees, etc.
The consultant's fee would be $200/hour for senior associates and approximately
$100/hour average of all personnel for major projects unless negotiated
otherwise. All local taxes and disbursements are extra.
The consultant's success fee for project financing would be based upon the
actual amounts arranged. The fee for the grants* would be 15%, for other forms
of investment would be 6%. These fees are exclusive of any other disbursements
such as brokerage, legal, accounting, registration fees, etc. incurred in order
to complete the financing. The clients will be responsible for the fees and
expenses if they fail to accept the financing or terminate the mandate. (*
"Grant", in this case includes all non-repayable contributions including
taxcredits, interest-free loans, etc., received by the companies during the life
of the project.)
Consultant's proposals, submitted for specific projects, are for the evaluation
purposes only by the client. Such proposals by the consultants, copied in any
manner and utilized for any purposes other than they were submitted for.
<PAGE>
The client agrees to respect the confidentiality and exclusiveness of the
sources of funds, contacts etc., introduced to them by the consultants. Any
business or financing done through them or through their direct and indirect
contacts, directly or indirectly, would be deemed to have been done through the
consultants for the purposes of commissions, fees, etc.
Mandate to consultants will always be exclusive and all fees are subject to
local taxes and become due at the time of signing the financing agreement.
The parties agree to have this agreement drafted in English language; Les
parties soussignee consentent que ce document soit redige en anglais
Signed on this 15th March 1996.
3143619 CANADA/TIREX AMERICA, INC. TRIDENT EDUCATIONAL SERVICES, INC.
/s/ John Threshie /s/ Fateh S. Chohan
- ----------------- -------------------
JOHN THRESHIE FATEH S. CHOHAN
2
THE TIREX CORPORATION
CERTIFICATE OF THE SECRETARY
I, Michael D.A. Ash., Secretary of The Tirex Corporation,
hereby certify the following Resolution was duly adopted by the Board of
Directors of the Corporation:
RESOLVED, that the Board of Directors of the Corporation authorizes the
issuance of shares of Common Stock of the Corporation to be registered on Form
S-8 to the employees and/or consultants as appear below, in lieu of cash
compensation for employment and/or consulting services rendered for which shares
the corporation has received full and adequate consideration:
-------------------------------------------------------------
NUMBER OF S-8 REGISTERED COMMON
EMPLOYEE/CONSULTANT STOCK AUTHORIZED TO BE ISSUED
-------------------------------------------------------------
Vijay Kachru 1,265,221
-------------------------------------------------------------
Michel Massciotte 52,950
-------------------------------------------------------------
Louis V. Muro 1,391,588
-------------------------------------------------------------
Nisha Singh 800,000
-------------------------------------------------------------
Total: 3,509,759
-------------------------------------------------------------
IN WITNESS WHEREOF, I, as Secretary of said Corporation, have hereunto
set my hand and affixed the seal of the Corporation on this 14th Day of March,
2000.
/s/ Michael D.A. Ash
-------------------------------
Michael D.A. Ash, Secretary
Exhibit-5.1
FROHLING, HUDAK & PELLEGRINO, LLC
COUNSELLORS AT LAW
425 EAGLE AVENUE NEWARK, NJ 07101
SUITE 200 (973) 622-2800
ROSELAND, NJ 07068
(973) 226-4600 Please Reply to:
FAX (973) 226-0969 [X] Roseland
[ ] Newark
March 14, 2000
The Tirex Corporation
3828 St. Patrick
Montreal, PQ
Canada H4E 1A4
Ladies and Gentlemen:
You have requested our opinion as U.S. Securities 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 registration of an aggregate of
three million, five hundred nine thousand, seven hundred fifty nine (3,509,759)
shares of Common Stock of the Company (the "Shares"), $.001 par value, per
share, issued pursuant to various Employment and Consulting Agreements (the
"Agreements") between the Company and the Employees and Consultants.
We 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
March 14, 2000 (the "Registration Statement"), the 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 our opinion, and we 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.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Frohling, Hudak & Pellegrino, LLC
-------------------------------------
FROHLING, HUDAK & PELLEGRINO, LLC
Exhibit-24.1
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 September 28, 1999
appearing in the incorporated by reference Annual Report on Form 10-KSB of The
Tirex Corporation for the year ended June 30, 1999.
/s/ Pinkham & Pinkham, P.C.
--------------------------------
Pinkham & Pinkham, P.C.
Certified Public Accountants
March 9, 2000
Cranford, New Jersey
514 Centennial Avenue, Cranford, N.J. 07016 Tel.: 908-653-1710 Fax: 908-653-1713
