As filed with the Securities and Exchange Commission on July 17, 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 THE TIREX CORPORATION
STOCK PLAN AND 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)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
CALCULTATION 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 12,819,500 $. 25 $3,204,875 $846.09
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 July 10, 2000.
================================================================================
<PAGE>
PART I
DESCRIPTION OF THE TIREX CORPORATION STOCK PLAN
The Tirex Corporation Stock Plan has been adopted by the Company to
advance the interests of the Company and its shareholders by affording to key
personnel of the Company, consultants and other persons who have made
substantial contributions to the Company an opportunity to acquire or increase
their proprietary interest in the Company by the issuance to such individuals of
Awards, Options or Grants under the terms set forth in the Plan. By thus
encouraging such individuals to become owners of Company shares, the Company
seeks to motivate, retain, and attract those highly competent individuals upon
whose judgment, initiative, leadership, and continued efforts the success of the
Company in large part depends.
The Plan provides that up to 21,000,000 shares can be issued for this
purpose, 7 million shares to be given as awards, 7 million shares to underlie
options to purchase Common Stock, and 7 million shares to be given as grants.
Awards and Options can only be given to individuals who have been either in the
employ of the Company, an officer, director or consultant for the preceding 6
months. Awards are not fully vested until the end of three years with the 1/12th
of the aggregate award vesting at the end of each quarter. If the Awardee is
terminated for cause or resigns the unvested portion of the award is forfeited.
Options can be exercised at any time and upon exercise the underlying stock is
fully vested with the purchaser. The Options are not transferable and are
exerciseable for two (2) years after which time they expire. If the Optionee is
terminated for cause or resigns all unexercised options are forfeited. A Grant
of Stock pursuant to the terms of the Plan can only be given to persons who have
made a substantial contribution to the Company and the shares are not
forfeitable.
The Company is registering 10,000,000 of the 21,000,000 shares
underlying the Plan.
2
<PAGE>
DESCRIPION 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
<TABLE>
<CAPTION>
Agreements attached hereto or incorporated herein by reference.
----------------------- --------------------------------------------------------- -----------------------
Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
----------------------- --------------------------------------------------------- -----------------------
<S> <C> <C>
Linda Pellegrino Consulting Agreement dated May 1, 2000 1,000,000
----------------------- --------------------------------------------------------- -----------------------
John Threshie Employment Agreement effective February 20, 1997 as
extended by correspondence dated December 30, 1998 419,617
----------------------- --------------------------------------------------------- -----------------------
Michael Ash Consulting Agreement effective September 23, 1999 1,210,309
----------------------- --------------------------------------------------------- -----------------------
Michel DeBlois Consulting Agreement effective 126,804
----------------------- --------------------------------------------------------- -----------------------
Michel Massicotte Consulting Agreement effective July 28, 1999 62,770
----------------------- --------------------------------------------------------- -----------------------
TOTAL 2,819,500
----------------------- --------------------------------------------------------- -----------------------
</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, 1999, December 31, 1999 and March 31, 1999
filed pursuant to Section 15(d) of the Exchange Act, and Registrant's
Current Reports on Form 8-K, dated September 3, 1999 (filed with the
Commission on September 3, 1999) and February 9, 2000 (filed with the
Commission on February 9, 2000).
3
<PAGE>
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 July 10, 2000 there
were one hundred fifty-one million, one hundred thirty-three thousand, one
hundred seventy-seven, (151,133,177) 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.
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 there from. 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.
5
<PAGE>
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
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 The Tirex Corporation Stock Plan adopted June 23, 2000
4.2 Consulting Agreement between Linda Pellegrino and the Registrant
effective May 1, 2000
4.3 Employment Agreement between John Threshie and the Registrant
dated February 20, 1997 (1)
4.4 Consulting Agreement between Michael Ash and the Registrant
effective September 23, 1999 (2)
4.5 Consulting Agreement between Michel DeBlois and the Registrant
effective August 15, 1998.
6
<PAGE>
EXHIBIT NO. ITEM
----------- ----
4.6 Consulting Agreement between Michel Massicotte and the
Registrant effective July 28, 1999. (3)
4.7 Certificate of the Secretary of the Registrant dated July 17,
2000.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the
legality of the securities being registered under this
Registration Statement.
23.1 Consent of Pinkham & Pinkham, P.C., Certified Public
Accountants, Independent Auditor for the Registrant.
23.2 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 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.
(2) Filed with the Securities and Exchange Commission on January 21,
2000 as Exhibit, number 4.2 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.
7
<PAGE>
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.
(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 17th Day
of July, 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 July 17, 2000
---------------------------
John L. Threshie, Jr.
/s/ MICHAEL ASH Treasurer and Chief July 17, 2000
--------------------------- Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ LOU SANZARO Director July 17, 2000
---------------------------
Lou Sanzaro
/s/ LOUIS V. MURO Director July 17, 2000
---------------------------
Louis V. Muro
/s/ JOHN L. THRESHIE Director July 17, 2000
----------------------------
John L. Threshie, Jr.
9
<PAGE>
INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.1 The Tirex Corporation Stock Plan adopted June 23, 2000
4.2 Consulting Agreement between Linda Pellegrino and the Registrant
effective May 1, 2000
4.5 Consulting Agreement between Michel DeBlois and the Registrant
effective August 15, 1998.
4.7 Certificate of the Secretary of the Registrant dated July 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)
10
