As filed with the Securities and Exchange Commission
On _________________________
File No. 33-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
VERTEX INTERACTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
State of New Jersey 22-2050350
(State or Other Jurisdiction of) (IRS Employer ID No.)
Incorporation or Organization)
23 Carol Street, Clifton, New Jersey 07014-0996
(Address of Principal, Executive Offices) (Zip Code)
Agreement with Strategic Growth International, Inc. dated January 24, 2000
Agreement with bcBlueprint dated January 25, 2000
Retainer Agreement with Law Office of Jeffrey D. Marks, Esq. P.C.
dated February 28, 2000
Agreement with Law Office of Jeffrey D. Marks, Esq. P.C. dated May 4, 2000
Agreement with Kirby Simmonds International dated January 14, 2000
Directors Option Agreements with Gregory N. Thomas, Joseph R. Robinson,
Wayne L.Clevenger and Denis Newman dated January 3, 2000
Employees Option Agreements with Nicholas R. Toms and Hugo Biermann dated
January 3, 2000
Ronald C. Byer, 23 Carol Street, Clifton, New Jersey 07014-0996
(973) 777-3500
(Name and Address of Agent for Service)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following line: X
(1)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 800,000 $6.6875(1) $5,350,000 $1,412
Common Stock 30,000 $6.6875(1) 200,625 53
Common Stock 16,000 $6.6875(1) 107,000 28
Common Stock 5,500 $6.6875(1) 36,781 10
Common Stock 15,191 $6.6875(1) 101,590 27
Common Stock 400,000 $6.6875(1) 2,675,000 706
Common Stock 800,000 $6.6875(1) 5,350,000 1,412
(1) Calculated pursuant to Rule 457(h).
Page 1 of 21 contained in the sequential numbering system.
The Exhibit Index may be found on Page 8 of the sequential numbering
system.
(2)
ITEM 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into the
Registration Statement.
The Company's Annual Report on Form 10-K for the year ended July 31, 1999,
and all other reports filed pursuant to Section 13(a) or 15(d) since the
end of the year covered by the above annual report, including the
Company's Transition Report on Form 10-K for the period ended September
30, 1999 and the Company's Quarterly Reports on Form 10-Q for the quarter
ended December 31, 1999, and the quarter ended March 31, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is deemed to be
modified or suspended for purposes of this Registration Statement to the
extent that such statement is replaced or modified by a statement
contained in a subsequently dated document incorporated by reference or
contained in this Registration Statement.
The description of the Company's common stock which is contained in the
Company's Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating such description.
ITEM 4. Description of Securities.
Securities are registered under Section 12 of the Securities Exchange Act
of 1934.
ITEM 5. Interest of Named Experts and Counsel.
The validity of the issuance of the securities registered pursuant to this
Registration Statement is being passed upon for the Company by the Law
Offices of Jeffrey D. Marks, Esq., P.C., 415 Clifton Avenue, Clifton, New
Jersey, 07015.
ITEM 6. Indemnification of Directors and Officers.
Section 14A:3-5 of the Business Corporation Act of New Jersey (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation and can purchase and maintain liability insurance for those
persons as, and to the extent permitted by, Section 14A:3-5 of the Act.
(3)
The Company's Certificate of Incorporation limits directors' liability for
monetary damages for breaches of their duties of care owed the Company to
the fullest extent permitted by New Jersey law.
ITEM 7. Exemption from Registration Claimed.
Does not apply.
ITEM 8. Exhibits.
5.1 Opinion of Law Offices of Jeffrey D. Marks, Esq., P.C.
24.1 Consent of Ernst & Young LLP.
24.2 Consent of Sax Macy Fromm & Co.
24.3 Consent of Arthur Andersen LLP
24.4 Consent of ATM Consult GmbH Wirtschaftspruefungsgesellschaft
24.5 Consent of Ernst & Young
24.6 Consent of Jeffrey D. Marks, Esq.(contained in Exhibit 5.1)
ITEM 9. Undertakings.
The undersigned hereby undertakes:
1. (a) 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 (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
(4)
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(b) 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 benefit offering thereof.
2. 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 Plan.
3. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial benefit offering thereof.
4. The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where the interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
5. 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.
(5)
SIGNATURES
Pursuant to the requirement 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 a 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 Clifton, State of New Jersey, on
the 23rd day of May, 2000.
VERTEX INTERACTIVE, INC.
BY: /s/ Ronald C. Byer
RONALD C. BYER, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Hugo H. Biermann Joint Chairman of the Board May 23, 2000
Hugo H. Biermann Joint Chief Executive Officer
and Director
/s/ Nicholas R.H. Toms Joint Chairman of the Board May 23, 2000
Nicholas R.H. Toms Joint Chief Executive Officer
and Director
/s/ Ronald C. Byer President and Director May 23, 2000
Ronald C. Byer
/s/ Wayne L. Clevenger Director May 23, 2000
Wayne L. Clevenger
/s/ Denis Newman Director May 23, 2000
Denis Newman
/s/ George Powch Director May 20, 2000
George Powch
/s/ Joseph R. Robinson Director May 23, 2000
Joseph R. Robinson
/s/ Gregory N. Thomas Director May 23, 2000
Gregory N. Thomas
/s/ Otto Leistner Director May 23, 2000
Otto Leistner
(6)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
VERTEX INTERACTIVE, INC.
(7)
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
5.1 Opinion of Law Offices of
Jeffrey D. Marks, Esq., P.C. 10
24.1 Consent of Ernst & Young LLP 13
24.2 Consent of Sax Macy Fromm & Co. 15
24.3 Consent of Arthur Andersen LLP 17
24.4 Consent of ATM Consult GmbH
Wirtschaftspruefungsgesellschaft 19
24.5 Consent of Ernst & Young 21
24.6 Consent of Jeffrey D. Marks, Esq. 10
(contained in Exhibit 5.1)
(8)