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 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
EMPLOYEES AND CONSULTANTS,
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)
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE OFFERING
OFFERING PRICE PRICE* AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER SHARE* REGISTRATION FEE
TO BE REGISTERED REGISTERED
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, Par 1,741,582 $.35 $609,553.37 $169.46
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 April 17, 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.
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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>
Alan Crossley Employment Agreement effective June 15, 1997 920,871
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Vijay Kachru Consulting Agreement effective July 1, 1999 291,498
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Francois Lafortune Employment Agreement dated October 15, 1997 343,270
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Michel Massicotte Consulting Agreement effective July 28, 1999 185,943
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TOTAL 1,741,582
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</TABLE>
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.
Not applicable.
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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
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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 Employment Agreement between Alan Crossley and the Registrant effective
June 15, 1997
4.2 Consulting Agreement between Vijay Kachru and the Registrant effective
July 1, 1999. (1)
4.3 Employment Agreement between Francois Lafortune and the Registrant dated
October 15, 1997. (2)
4.4 Consulting Agreement between Michel Massicotte and the Registrant
effective July 28, 1999. (3)
4.5 Certificate of the Secretary of the Registrant dated April 17, 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).
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(1) Filed with the Securities and Exchange Commission on March 17, 2000 as
Exhibit number 4.1 to the registration statement of the Registrant on
Form S-8, Registration No. 333-32686, which exhibit is incorporated
herein by reference.
(2) Filed with the Securities and Exchange Commission on January 21, 2000
as Exhibit, number 4.12 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 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.
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.
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(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.
(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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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 17th Day
of April, 2000.
THE TIREX CORPORATION
By /s/ JOHN L. THRESHIE
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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.
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Signature Title Date
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/s/ JOHN L. THRESHIE Chief Executive Officer April 17, 2000
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John L. Threshie, Jr.
/s/ MICHAEL ASH Treasurer and Chief April 17, 2000
- ---------------------------- Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ HENRY MEIER Director April 17, 2000
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Henry Meier
/s/ LOUIS V. MURO Director April 17, 2000
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Louis V. Muro
/s/ JOHN L. THRESHIE Director April 17, 2000
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John L. Threshie, Jr.
</TABLE>
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INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.1 Employment Agreement between Alan Crossley and the Registrant effective
June 15, 1997
4.5 Certificate of the Secretary of the Registrant dated April 17, 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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Exhbit 4.1
THE TIREX CORPORATION
---------------------
MANAGING DIRECTOR OF EUROPEAN MARKET DEVELOPMENT
---------------------
CONTRACTUAL EMPLOYMENT AGREEMENT
CONTRACTUAL EMPLOYMENT AGREEMENT, executed this first day of January 1998 to be
effective retroactively as of June 15, 1997 between the Tirex Corporation, a
Delaware corporation ("Tirex") with offices located at 740 St.Maurice, Suite 201
Montreal, Quebec, Canada H3C IL5 and Alan Crossley, Gran Via de Hortaleza 82A,
1(0)B, 28043 Madrid, Spain ("Crossley"). For purposes of this Agreement, the
term "Tirex" shall mean the Tirex corporation and 3143619 Canada Inc (known and
doing business as "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, The Tirex Corporation, jointly and
severally.
WHEREAS, Tirex is in the business of developing, manufacturing and distributing
cryogenic scrap tire disintegration equipment and processes (the "TCS-1 System")
for the recovery of rubber crumb, wire and fiber from scrap tyres and wishes to
launch the sale of its products and services in the markets of the European
Union.
WHEREAS, Crossley has experience and substantial business and marketing
experience and contacts in the European market as well as in various other areas
in Asia and the Middle East, which can be important to Tirex.
WHEREAS, Tirex wishes to assure itself of the marketing services of Crossley for
the period provided in this Agreement, and Crossley is willing to provide such
services to Tirex for the same 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. TERMS AND EMPLOYMENT
1.1 Tirex agrees to and does hereby engage Crossley, and Crossley agrees
to and does hereby accept engagement by Tirex as Managing Director of European
Market Development for the one-year period, which commenced on June 15, 1997
(the "Engagement Period").
1.2 The terms of this Agreement shall be automatically extended for two
successive one-year periods ("Extension Periods") unless, not less than thirty
days prior to the end of the Engagement Period or the then current Extension
Period, either party shall give written notice to the other that such party does
not wish the term of this Agreement to be extended beyond the current Engagement
or Extension Period on the terms then in effect.
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2. DUTIES
2.1 Crossley shall be responsible for undertaking and effecting
activities necessary to establish and develop markets for the TCS-1 System and
for the crumb rubber which will be produced by the operation of the TCS-1 System
throughout the European Economic Union, India, Pakistan, Saudi Arabia (the
"Territory"), and such other areas as the parties may, from time to time,
mutually agree. Such activities shall include, but not be limited to, the
following:
(a) Setting up the appropriate corporate structure and
organisation for importing and distributing the TCS-1 System
and crumb rubber into and throughout the territory;
(b) Establishing and managing a network of TCS-1 System
distributors and crumb rubber brokers in the territory;
(c) Arranging the importation and installation of TCS-1 Systems
and providing customer support as required to ensure
effective installation and maintenance of all TCS-1 Systems
in the territory;
(d) Providing after sales support to customers;
(e) Serving as a liaison with Tirex in North America on matters
of interest to Tirex, including but not limited to technical
developments in the use of crumb rubber;
(f) Representing Tirex's interests in any other activity which
Tirex may, from time to time, undertake in the Territory,
including local manufacturing and trading in crumb rubber.
2.2 Tirex will, at all times during the engagement period:
(a) provide Crossley with appropriate support, including product
specifications, sales literature, and all other necessary
and available sales materials and
(b) ensure the all members of Tirex's technical staff in the
territory are fully trained and able to provide effective
after sales service to customers.
All such services are to be performed only upon direct authorisation
from Tirex and must be performed by Crossley directly.
3. COMPENSATION
3.1 For all services to be rendered hereunder by Crossley during the
engagement period, Crossley shall receive the following compensation:
(a) a salary, payable monthly, at the annual rate of $75,000
(Canadian) commencing as of June 15, 1997.
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(b) a sales commission of eight per cent (8%) of the purchase
price of all sales of TCS-1 Systems within the territory
which shall be payable, on a pro rata basis, within two
weeks of receipt by Tirex of payments therefor, provided
however that Tirex shall deduct, from the amount of any
sales commissions due under this paragraph, all salary
payments made or payable to Crossley pursuant to sub
paragraph 3.1(a) above.
3.2 In the event that this Agreement is terminated by Tirex prior to the
end of the Engagement Period or any Extension Period, pursuant to Tirex's notice
that it does not wish to extend this Agreement, as provided in paragraph 1.2
above, and Crossley gives written notice to Tirex, within thirty days of his
receipt of such notice, that he objects to the termination of this Agreement,
then the 8% sales commission provided under subparagraph 3.1 (b) above, shall be
payable to Crossley on all sales of the TCS-1 System in the territory for a
period of two years following such termination.
4. REIMBURSEMENT OF EXPENSES
During the engagement period, Tirex shall reimburse Crossley for
properly documented expenses paid by him on behalf, or for the account, of Tirex
in the course of carrying out his duties hereunder. Such reimbursements shall
not be made for any expenses other than those listed below and the amount
reimbursed for any permitted category of the expense shall not exceed the
following:
Office rent $20,000
Office and marketing assistant 25,000
Advertising and publicity 20,000
Multi-lingual translation of product
information (excluding both English & French) 15,000
Legal costs 10,000
Travel to potential clients 15,000
Attendance at trade shows 10,000
5. TERMINATION
This Agreement may be terminated at any time prior to the end of the
Engagement Period or any Extension Period, by mutual written Agreement of the
parties and pursuant to the following:
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5.1 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 obligations 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; (c) gross insubordination or
repeated insubordination after written warning by the President of the Company;
or (f) material and continuing failure by the Employee to perform 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.
5.2 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.
5.3 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 termination.
6. SECRETS
Crossley agrees that any trade secrets or any other like information of
value relating to the business and/or field of interest of Tirex or any of its
affiliates, or of any corporation or other legal entity in which Tirex 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 Tirex 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 Crossley and his personnel, if
any, in a fiduciary capacity solely for the benefit of Tirex, 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 Crossley
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and his personnel, if any, to anyone, or be otherwise used by them, except in
the regular course of business of Tirex 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 Tirex or any of its affiliates.
7. NON-COMPETITION
Unless this Agreement is terminated by Tirex prior to the end of the
Engagement Period or any Extension Period, without cause and over the objections
of Crossley, during the two years following the termination of this Agreement,
Crossley will not provide consulting services either as a consultant or as an
employee, either directly or otherwise to any business which is, or is preparing
or intending to be, in competition with Tirex.
8. ASSIGNMENT
8.1 This Agreement may be assigned by Tirex as part of the sale of
substantially all of its business; provided, however, that the purchaser shall
expressly assume all obligations of Tirex under this Agreement. Further, this
Agreement may be assigned by Tirex to an affiliate, provided that any such
affiliate shall expressly assume all obligations of Tirex under this agreement,
and provided further that Tirex shall then fully guarantee the performance of
the Agreement by such affiliate. Crossley 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.
8.2 This Agreement is personal to Crossley and may not be assigned by
him.
9. ENTIRE UNDERSTANDING
This 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 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.
Notwithstanding the foregoing, the parties agree that certain provisions of this
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Agreement may be changed or amended for the purpose of accommodating tax
considerations of the parties without affecting the basic terms and conditions
of this Agreement.
10. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Articles 4 and 5, hereof,
shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.
11. NOTICES
11.1 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.
11.2 Any notice to Tirex or to any assignee of Tirex shall be addressed
as follows:
The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec
Canada H3C 1L5
11.3 Any notice to Crossley shall be addressed as follows,
Mr. Alan Crossley
Gran Via de Hortaleza 82A, I(0)B
28043 Madrid, Spain
11.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
12. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the laws of
the State of Delaware.
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<PAGE>
13. 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.
14. PRIOR AGREEMENTS
This Agreement supersedes and cancels any and all prior agreements, whether
written or oral, between the parties.
15. ARBITRATION
In the event of any dispute among the parties hereto with respect to this
Agreement, the matters at issue will be submitted to the International Chamber
of Commerce in Geneva for arbitration, and the findings of the latter will be
binding on both Parties.
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\ TERENCE C. BYRNE
------------------------------
Terence C.Byrne
\s\ ALAN CROSSLEY
------------------------------
Alan Crossley
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Exhibit 4.5
THE TIREX CORPORATION
CERTIFICATE OF THE SECRETARY
The Board of Directors of THE TIREX CORPORATION (the "Company"), has
adopted the following resolutions which are now in full force and effect:
RESOLVED, that the Board of Directors of the Company has authorized
nine hundred twenty thousand, eight hundred seventy one (920,871) Shares of
Common Stock of the Company to be issued to Alan Crossley and to be registered
on Form S-8, which shares are to be 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 two
hundred ninety one thousand, four hundred ninety eight (291,498) Shares of
Common Stock of the Company to be issued to Vijay Kachru and to be registered on
Form S-8, which shares are to be issued in lieu of cash compensation for
consulting services rendered for which shares the Company has received full and
adequate consideration;
RESOLVED, that the Board of Directors of the Company has authorized
three hundred forty three thousand, two hundred seventy (343,270) Shares of
Common Stock of the Company to be issued to Francois Lafortune and to be
registered on Form S-8, which shares are to be 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 five thousand, nine hundred forty three (185,943) Shares of
Common Stock of the Company to be issued to Michel Massicotte and to be
registered on Form S-8, which shares are to be issued in lieu of cash
compensation for 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 17th 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
SUITE 200
ROSELAND, NJ 07068 NEWARK, NJ 07101
(973) 226-4600 (973) 622-2800
FAX (973) 226-0969
Please Reply to:
[X] Roseland
[ ] Newark
April 17, 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 one
million, seven hundred forty one thousand, five hundred eighty two (1,741,582)
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 17, 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 25, 2000
Cranford, New Jersey
514 Centennial Avenue, Cranford, N.J. 07016 Tel.: 908-653-1710 Fax: 908-653-1713
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