As filed with the Securities and Exchange Commission
On _________________________
File No. 33-__________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
CAPE SYSTEMS GROUP, INC.
(FORMERLY 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)
3619 Kennedy Road
South Plainfield, New Jersey 07080
(Address of Principal, Executive Offices) (Zip Code)
Cape Systems Group, Inc. 2004 Incentive Stock Plan
Agreement with Jeffrey D. Marks, Esq., dated August 18, 2005
Agreement with Robert P. Schilt, dated September 23, 2005
Nicholas R.H. Toms
3619 Kennedy Road
South Plainfield, New Jersey 07080
(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|
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
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Common Stock 13,796,240 $. 035(1) $482,868.40 $56.84
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(1)Calculated pursuant to Rule 457(o).
The Exhibit Index may be found on Page 8 of the sequential numbering system.
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/A for the year ended September 30,
2004, 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.
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, P.C., 415 Clifton Avenue, Clifton, New Jersey, 07011.
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.
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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.
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5.1 Opinion of Law Office of Jeffrey D. Marks, P.C.
23.1 Consent of J.H. Cohn LLP
23.2 Consent of Withum Smith + Brown, P.C.
23.3 Consent of Law Office of Jeffrey D. Marks, P.C. (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 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.
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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.
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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 South Plainfield, State of New Jersey, on the 21st
day of November, 2005.
CAPE SYSTEMS GROUP, INC.
BY: /s/ Nicholas R.H. Toms
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NICHOLAS R.H. TOMS
CHIEF EXECUTIVE OFFICER
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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
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/s/ Hugo H. Biermann Executive Chairman of the Board November 21, 2005
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Hugo H. Biermann
/s/ Nicholas R.H. Toms Chief Executive Officer, and Director November 21, 2005
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Nicholas R.H. Toms Chief Financial Officer,
/s/ Otto Leistner Director November 21, 2005
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Otto Leistner
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CAPE SYSTEMS GROUP, INC..
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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5.1 Opinion of Law Offices of Jeffrey D. Marks, P.C. 9
23.1 Consent of J.H. Cohn LLP 12
23.2 Consent of Withum Smith + Brown, P.C. 14
23.3 Consent of Law Office of Jeffrey D. Marks, P.C. 9
(contained in Exhibit 5.1)