As filed with the Securities and Exchange Commission on May 10, 2002
Registration No.
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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 VARIOUS
EMPLOYMENT AND CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND
EMPLOYEES AND CONSULTANTS,
OF THE REGISTRANT
(Full title of the Plan)
FROHLING, HUDAK & PELLEGRINO, LLC
17 Fulton Street
Newark, New Jersey 07102
(Name and address, including zip code of agent for service)
(973) 622-2800
(Telephone number, including area code, of agent for service)
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CALCULTATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered per Share* Price* Fee
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Common Stock, 3,725,000 $.020 $74,500 $20.00
Par Value
$.001 Per Share
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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 May 7, 2002.
PART I
DESCRIPTION OF CONSULTING 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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Number of Shares
Compensation covered by this
Agreement Registration
Selling Shareholder (Name of Plan) Statement
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Philip Romanoff Consulting Agreement effective 375,000
August 1, 2000
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Danford Overseas Consulting Agreement dated March 2,750,000
Ltd. 22, 2002
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Jean Frechette Board Resolution dated May 6, 2002 600,000
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TOTAL 3,725,000
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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, 2001, filed pursuant to Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) Registrant's quarterly reports on Form 10-QSB for the fiscal quarters
ended September 30, 2001 and December 31, 2001 filed pursuant to Section
15(d) of the Exchange Act.
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.
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Item 4. Description of Securities.
The authorized capital stock of Registrant consists of two hundred fifty
million shares (250,000,000), par value $.001 per share, all of which are
designated Common Stock par value $.001 per share. As of May 8, 2002 there were
two hundred sixteen million, eight hundred eight thousand, seventy-two,
(216,808,072) 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 non-assessable 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.
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Item 5. Interest of Named Experts and Counsel.
Not applicable.
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 there from 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.
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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
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4.1 Resolution of the Board of Directors adopted May 7, 2002.*
4.2 Consulting Agreement between the Registrant and Phillip Romanoff
effective August 1, 2000.1
4.10 Consulting Agreement between Registrant and Danford Overseas, Ltd.
dated March 22, 2002.2
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).*
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1. Filed with the Securities and Exchange Commission on November 20, 2000 as
Exhibit number 4.2 to the registration statement of the Registrant on Form
S-8, Registration No. 333-50374, which exhibit is incorporated herein by
reference.
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2. Filed with the Securities and Exchange Commission on April 9, 2000 as
Exhibit number 4.10 to the registration statement of the Registrant on Form
S-8, Registration No. 333-85964, which exhibit is incorporated herein by
reference.
* Filed Herewith.
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.
(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
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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 10th day
of May, 2002.
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.
Signature Title Date
/s/ John L. Threshie Chief Executive Officer May 10, 2002
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John L. Threshie, Jr.
/s/ Michael Ash Treasurer and Chief May 10, 2002
------------------------------- Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ Lou Sanzaro Director May 10, 2002
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Lou Sanzaro
/s/ Louis V. Muro Director May 10, 2002
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Louis V. Muro
/s/ John L. Threshie Director May 10, 2002
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John L. Threshie, Jr.
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INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
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4.1 Resolution of the Board of Directors adopted May 7, 2002.
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).
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