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[VERTEX INTERACTIVE LOGO]
FOR IMMEDIATE RELEASE
Midmark Capital Partners, two directors, Convert $1.0 MILLION of Debt to
Preferred Stock with $0.84 Conversion Price
Fairfield, New Jersey (March 13, 2002 -- Business Wire) - Vertex Interactive,
Inc. (NASDAQ:VETX), a leading provider of supply chain execution solutions,
today announced that Midmark Capital Partners and certain of its affiliates,
including two directors, Messrs. Wayne Clevenger and Joseph Robinson, have
converted a portion of their convertible debt into Series C Convertible
Preferred Stock of the Company which carries a right to convert to common equity
at $0.84 per share. Based upon the voting rights of the Series C preferred,
Midmark will control approximately 16% of the voting power in Vertex.
After the Company's write-down of approximately $78 million in
intangible assets, primarily goodwill, the Company reported less than $10
million in stockholders' equity in its Form 10-Q for the period ended December
31, 2001, the minimum level for continued listing on the Nasdaq National Market.
In a letter to Nasdaq in response to this, Vertex advised Nasdaq that
it is in compliance with the stockholders' equity listing standard as a result
of: (1) the issuance in January 2002 of approximately $1.4 million of stock
options in settlement of certain litigation-related accruals; and (2) conversion
of an aggregate principal amount of $1 million of convertible debt by Midmark.
The Company also informed Nasdaq that it expects to sustain compliance
with the capital listing standards as it completes a series of asset sales
transactions designed to materially improve the Company's strategic focus on
enterprise software, its business model, operating results and balance sheet.
Midmark and its affiliates presently hold $7.5 million in Vertex convertible
debt and have expressed their willingness to consider further conversion to
equity in the event the Company's equity does not meet Nasdaq's standards in the
future.
On March 4, 2002, as mentioned to stockholders in recent conference
calls, the Company received notification from Nasdaq indicating that on the
basis of the Company's closing bid price for 30 consecutive trading days prior
to the date of the letter, it was no longer in compliance with the continued
listing standard requiring a minimum closing bid above $1.00. Vertex has until
June 3, 2002 to regain compliance. If, at any time before that date, the bid
price for Vertex's common stock closes above $1.00 per share for a minimum of 10
consecutive trading days, the Company will regain compliance with the Nasdaq
National Market continued listing standards.
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The Company anticipates that completion of the series of transactions
mentioned above will have a material positive impact on the public valuation of
the Company's shares and result in Vertex regaining compliance within 90 days.
Nicholas Toms, CEO, commented "We are obviously pleased with the support of our
directors at Midmark at this juncture evidenced by their increased equity stake
in the Company."
Investor Contact: Scott Wright, VP Investor Relations, 973/777-3500 x336
Safe Harbor
Certain statements contained herein may be forward-looking in nature
and are therefore subject to risks and uncertainties that could cause actual
results to differ materially. The Company's recent acquisition history,
progress toward completing the integration of its acquisitions, history of
operating losses, current expense levels compared with its sales, and the
state of development of its product portfolio, coupled with the overall
economic and competitive operating environments pose a number of risks
investors should take into consideration in connection with assessing our
financial and operating results. A more detailed discussion of these and other
important risk factors can be found in the documents filed with the Securities
and Exchange Commission on Forms 10-K and 10-Q. Towards the end of each fiscal
quarter, Vertex Interactive will have a `Quiet Period' when Vertex Interactive
and its representatives will not comment concerning previously published
financial expectations, and we disclaim any obligation to update during the
Quiet Period. The public should not rely on previously published expectations
during the Quiet Period. Vertex Interactive's Quiet Period at the end of its
fiscal first quarter is expected to run from March 15, 2001 until earnings are
released the second or third week of May 2002. Investors should not expect that
these forward-looking statements will be updated or supplemented as a result of
changing circumstances or otherwise, and Vertex Interactive disavows and
disclaims any obligation to do so.
About Vertex Interactive
Vertex Interactive is a global provider of business-to-business, supply chain
execution technologies and enterprise applications integration. The company
offers a comprehensive service including consultancy and systems-integration as
well as fixed and mobile hardware, to support its broad range of software
systems. Vertex Interactive solutions enhance productivity across the supply
chain, with a portfolio of products ranging from fixed and mobile order entry
and processing, through inventory and warehouse management to distribution and
transportation planning. Vertex's inventory and warehousing applications include
"light directed" technologies for picking and packing and technology for
handheld devices including auto ID and printing solutions (for standard and 3d
bar coding), and a proprietary WMS tool that enhances the functionality of
SAP/R3 implementations.
Vertex has a rapidly growing international presence, with operations currently
throughout North America and Europe. Vertex's customers include leading
companies such as Air Express International, Avery Dennison, Bacardi Martini,
Bristol Myers Squibb, Daimler Chrysler, Express Dairies, Georg von Opel, IBM,
Kraft Foods, Maastricht University, Merck, Nestle, North Sea Ferries, Parts
Express, Pfizer, Warner Lambert and Wal-Mart. For additional information, please
visit their web site at www.vertexinteractive.com.