As filed with the Securities and Exchange Commission on April 9, 2001
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE TIREX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 3282985
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3828 rue Saint Patrick
Montreal, Quebec H4E 1A4
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(Address of Principal Executive Offices) (Zip Code)
STOCK UNDERLYING VARIOUS
EMPLOYMENT AND CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND
EMPLOYEES AND CONSULTANTS,
OF THE REGISTRANT
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(Full title of the Plan)
FROHLING, HUDAK & PELLEGRINO, LLC
17 Fulton Street
Newark, New Jersey 07102
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(Name and address, including zip code of agent for service)
(973) 622-2800
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(Telephone number, including area code, of agent for service)
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CALCULTATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered per Share* Price Registration Fee
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Common Stock, Par 16,640,238 $.023 $382,725 $101.00
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 April 8, 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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Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
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John L. Threshie, Jr. Employment Agreement effective 2,250,000
November 23, 1999
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Linda Pellegrino Consulting Agreement dated May 1, 2000 2,250,000
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Michael Ash Employment Agreement effective 2,250,000
January 1, 2001
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Francois Lafortune Consulting Agreement effective May 15, 1,500,000
2001
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Louis V. Muro Amendment No. 3 dated May 30, 2001 to 2,250,000
the Executive Agreement dated January 1,
1996
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Vijay Kachru Consulting Agreement dated July 1, 1999 870,000
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Louis Sanzaro Resolution of the Board of Directors 2,250,000
adopted March 26, 2002
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William T. Whalen Consulting Agreement effective September 1, 175,000
2001
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Philip Romanoff Consulting Agreement effective August 1, 95,238
2000
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Danford Overseas Ltd. Consulting Agreement dated March 22, 2002 2,250,000
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Sylvain Leger Consulting Agreement effective June 16, 500,000
2001
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TOTAL 16,640,238
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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:
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(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.
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 April 8, 2002 there
were two hundred million, one hundred sixty-seven thousand, eight hundred
thirty-four, (200,167,834) 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.
Linda Pellegrino, is a member of the law firm of Frohling, Hudak &
Pellegrino, LLC, counsel for the Registrant, which law firm prepared this
Registration Statement and has given the opinion on the validity of the
securities being registered.
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
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No. Item
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4.1 Employment Agreement between the Registrant and John L. Threshie, Jr.
effective November 23, 1999.1
4.2 Consulting Agreement between the Registrant and Linda Pellegrino dated
May 1, 2000.2
4.3 Employment Agreement between the Registrant and Michael Ash effective
January 1, 2001.3
4.4 Consulting Agreement between the Registrant and Francois Lafortune
effective May 15, 2001. 4
4.5 Amendment No. 3 dated May 30, 2001 to the Executive Agreement between
the Registrant and Louis V. Muro dated January 1, 1996.*5
4.6 Consulting Agreement between the Registrant and Vijay Kachru dated July
1, 1999.6
4.7 Resolution of the Board of Directors adopted March 26, 2002.*
4.8 Consulting Agreement between Registrant and William T. Whalen effective
September 1, 2001.*
4.9 Consulting Agreement between the Registrant and Phillip Romanoff
effective August 1, 2000.7
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4.10 Consulting Agreement between Registrant and Danford Overseas, Ltd.
dated March 22, 2002.*
4.11 Consulting Agreement between Registrant and Sylvain Leger effective
June 16, 2001.*
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 July 3, 2001 as
Exhibit number 4.4 to the registration statement of the Registrant on
Form S-8, Registration No. 333-64500, which exhibit is incorporated
herein by reference.
2. Filed with the Securities and Exchange Commission on July 17, 2000 as
Exhibit number 4.5 to the registration statement of the Registrant on
Form S-8, Registration No. 333-41608, which exhibit is incorporated
herein by reference.
3. Filed with the Securities and Exchange Commission on July 3, 2001 as
Exhibit number 4.6 to the registration statement of the Registrant on
Form S-8, Registration No. 333-64500, which exhibit is incorporated
herein by reference.
4. Filed with the Securities and Exchange Commission on July 3, 2001 as
Exhibit number 4.3 to the registration statement of the Registrant on
Form S-8, Registration No. 333-64500, which exhibit is incorporated
herein by reference.
5. The Executive Agreement between the Registrant and Louis V. Muro dated
January 1, 1996 was filed with the Securities and Exchange Commission
as Exhibit number 10 ww to the Form 10-KSB for fiscal rear end June 30,
1995, which exhibit is incorporated herein by reference.
6. Filed with the Securities and Exchange Commission on March 17, 2000 as
Exhibit number 4.1 to the registration statement of the Registrant on
Form S-8, Registration No. 333-32686, which exhibit is incorporated
herein by reference.
7. 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.
* 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:
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(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 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
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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 9th day
of April, 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 April 9, 2002
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John L. Threshie, Jr.
/s/ MICHAEL ASH Treasurer and Chief April 9, 2002
------------------------------ Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ LOU SANZARO Director April 9, 2002
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Lou Sanzaro
/s/ LOUIS V. MURO Director April 9, 2002
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Louis V. Muro
/s/ JOHN L. THRESHIE Director April 9, 2002
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John L. Threshie, Jr.
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INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.5 Amendment No. 3 dated May 30, 2001 to the Employment Agreement between
the Registrant and Louis V. Muro dated January 1, 1996.
4.7 Resolution of the Board of Directors adopted March 26, 2002.
4.8 Consulting Agreement between Registrant and William T. Whalen effective
September 1, 2001.
4.10 Consulting Agreement between Registrant and Danford Overseas, Ltd.
dated March 22, 2002.
4.11 Consulting Agreement between Registrant and Sylvain Leger effective
June 16, 2001.
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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