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>
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CALCULTATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE
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<S> <C> <C> <C> <C>
Common Stock, Par 259,745 $.67 $174,029.15 $48.38
Value $.001 Per Share
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</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 30, 2000.
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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>
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Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
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<S> <C> <C>
Michel Massicotte Consulting Agreement effective July 28, 1999 11,350(1)
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Linda Pellegrino Consulting Agreement dated December 27, 1999 188,000
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John L. Threshie, Jr. Employment Agreement dated February 20, 1997 as 60,395
extended by correspondence dated December 30, 1998
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TOTAL 259,745
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</TABLE>
(1) Represents the balance of shares authorized to be registered by the Company
as appears on the Certificate of the Secretary of the Company dated March 14,
2000. Said Certificate was Filed with the Securities and Exchange Commission on
March 17, 2000 as Exhibit, number 4.5 to the registration statement of the
Registrant on Form S-8, Registration No. 333-32686, which exhibit is
incorporated herein by reference.
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).
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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 March 25, 2000
there were one hundred forty five million, one hundred ninety eight thousand,
three hundred eight, (145,198,308) 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.
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.
Linda Pellegrino of Frohling, Hudak & Pellegrino, LLC, the Registrant's
Securities and United States Counsel, received 188,000 shares of the
Registrant's Common Stock in lieu of cash compensation for legal services
rendered. No member of the firm is an officer or director of the Registrant.
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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,
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
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<PAGE>
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 Michel Massicotte
effective July 28, 1999(1)
4.2 Consulting Agreement between the Registrant and Linda Pellegrino dated
December 27, 1999(2)
4.3 December 30, 1998 extension to the Employment Agreement between the
Registrant and John L. Threshie, Jr. Effective as of January 1, 1996.
(3)
4.4 Certificate of the Secretary of the Registrant dated April 4, 2000.
4.5 Certificate of the Secretary of the Registrant dated March 14, 2000.
(4)
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 on March 17, 2000 as
Exhibit, number 4.2 to the registration statement of the Registrant on
Form S-8, Registration No. 333-32686, which exhibit is incorporated
herein by reference.
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<PAGE>
(2) Filed with the Securities and Exchange Commission on January 21, 2000
as Exhibit, number 4.5 to the registration statement of the Registrant
on Form S-8, Registration No. 333-95153, which exhibit is incorporated
herein by reference.
(3) Filed with the Securities and Exchange Commission on January 21, 2000
as Exhibit, number 4.17 to the registration statement of the Registrant
on Form S-8, Registration No. 333-95153, which exhibit is incorporated
herein by reference.
(4) Filed with the Securities and Exchange Commission on March 17, 2000 as
Exhibit, number 4.5 to the registration statement of the Registrant on
Form S-8, Registration No. 333-32686, which exhibit is 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
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.
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(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.
(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.
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<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 6th Day
of April, 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 April 6, 2000
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John L. Threshie, Jr.
/s/ Michael Ash Treasurer and Chief April 6, 2000
- --------------------------- Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ Henry Meier Director April 6, 2000
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Henry Meier
/s/ Louis V. Muro Director April 6, 2000
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Louis V. Muro
/s/ John L. Threshie Director April 6, 2000
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John L. Threshie, Jr.
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INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.4 Certificate of the Secretary of the Registrant dated April 4, 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)
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THE TIREX CORPORATION
CERTIFICATE OF THE SECRETARY
The Board of Directors of THE TIREX CORPORATION (the "Company"), has
adopted the following resolution which is now in full force and effect:
RESOLVED, that the Board of Directors of the Company has
authorized sixty thousand, three hundred ninety five (60,395) Shares of Common
Stock of the Company heretofore issued to John L. Threshie, Jr. to be registered
on Form S-8 to which shares were issued in lieu of cash compensation for
services rendered for which shares the Company has received full and adequate
consideration;
RESOLVED, that the Board of Directors of the Company has
authorized one hundred eighty eight thousand (188,000) Shares of Common Stock of
the Company heretofore issued to Linda T. Pellegrino to be registered on Form
S-8 to which shares were issued in lieu of cash compensation for legal services
rendered for which shares the Company has received full and adequate
consideration.
IN WITNESS WHEREOF, I, as Secretary of said Corporation, have hereunto
set my hand and affixed the seal of the Company on this 4th Day of April, 2000.
/s/ Michael D.A. Ash
---------------------------
Michael D.A. Ash, Secretary
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Exhibit-5.1
FROHLING, HUDAK & PELLEGRINO, LLC
COUNSELLORS AT LAW
425 EAGLE ROCK AVENUE NEWARK, NJ 07101
SUITE 200 (973) 622-2800
ROSELAND, NJ 07068
(973) 226-4600
FAX (973) 226-0969
Please Reply to:
_x_ Roseland
___ Newark
April 6, 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 two
hundred fifty nine thousand, seven hundred forty five (259,745) 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
April 6, 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
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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
April 3, 2000
Cranford, New Jersey
514 Centennial Avenue, Cranford, N.J. 07016 Tel.: 908-653-1710 Fax: 908-653-1713
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