As filed with the Securities and Exchange Commission on February 25, 2003
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
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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.)
# 17 - 3400 Losch
Longueuil (St-Hubert Borough)
Quebec, Canana J3Y5T6
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(Address of Principal Executive Offices) (Zip Code)
EMPLOYMENT AND CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND
EMPLOYEES AND CONSULTANTS,
OF THE REGISTRANT
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(Full title of the Plan)
FROHLING & HUDAK, 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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CALCULATION 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 19,355,000 $.02 $387,100 $
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 on February 20, 2003.
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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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Shareholder Compensation Number of
Agreement Shares covered
(Name of Plan) by this
Registration
Statement
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Mendelsohn Resolution of the Board of Directors adopted 200,000
January 31, 2003
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Tony Giuliano Consulting Agreement effective February 20, 900,000
2002
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Lawrence Culliford Consulting Agreement effective June 1, 2002 450,000
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Louis V. Muro Amendment No.3 dated May 30, 2001 to the 2,000,000
Executive Agreement dated January 1, 1996
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Danford Overseas Consulting Agreement dated March 22, 2002 3,000,000
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Jacqueline Reid Employment Agreement effective January 1, 300,000
2000
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Raymond Lamoureux Consulting Agreement effective June 1, 2002 100,000
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Vijay Kachru Consulting Agreement dated July 1, 1999 1,100,000
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Michael D. A. Ash Employment Agreement effective January 1, 2,100,000
2001
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Louis Sanzaro Resolution of the Board of Directors adopted 3,500,000
January 31, 2003
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John Frohling Resolution of the Board of Directors adopted 2,000,000
January 31, 2003
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Francois Lafortune Consulting Agreement effective May 15, 2001 500,000
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Sylvain Leger Consulting Agreement effective June 16, 2001 500,000
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John L. Threshie Jr. Employment Agreement effective November 23, 2,500,000
1999
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Carmen Foisy Employment Agreement effective January 1, 5,000
2002
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Raymond Cloutier Consulting Agreement effective January 1, 2002 100,000
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Jules Brossard Resolution of the Board of Directors adopted 100,000
January 31, 2003
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TOTAL 19,355,000
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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 years
ended June 30, 2000, June 30, 2001 and June 30, 2002, 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, 2002 and December 31, 2002 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 December 31, 2002 there
were two hundred twenty four million seven hundred fifty seven thousand five
hundred fifty nine (224,757,559) 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-cummulative vote for each share held. There are no preemptive, conversion or
redemption privileges, nor sinking fund provisions, with respect to the Common
Stock.
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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.
Item 5. Interest of Named Experts and Counsel.
John B. Frohling is a member of the law firm of Frohling & Hudak, LLC,
which has rendered an opinion in connection with this Registration Statement.
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
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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.
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:
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Exhibit No. Item
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4.1 Resolution of the Board of Directors **
adopted January 31, 2003
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4.2 Consulting Agreement between the **
Registrant and Tony Giuliano effective
February 20, 2002
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4.3 Consulting Agreement between the **
Registrant and Lawrence Culliford
effective June 1, 2002
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4.4 Amendment No.3 dated May 30, 2001 to (1)
the Executive Agreement between the
Registrant and Louis V. Muro dated
January 1, 1996
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4.5 Consulting Agreement between the (2)
Registrant and Danford Overseas dated
March 22, 2002
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4.6 Employment Agreement between the **
Registrant and Jacqueline Reid effective
January 1, 2000
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4.7 Consulting Agreement between the **
Registrant and Raymond Lamoureux
effective June 1, 2002
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4.8 Consulting Agreement between the (3)
Registrant and Vijay Kachru dated July 1,
1999
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4.9 Employment Agreement between the (4)
Registrant and Michael D.A. Ash effective
January 1, 2001
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4.10 Consulting Agreement between the (5)
Registrant and Francois Lafortune
effective May 15, 2001
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4.11 Consulting Agreement between the (6)
Registrant and Sylvain Leger effective
June 16, 2001
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4.12 Employment Agreement between the (7)
Registrant and John L. Threshie Jr.
effective November 23, 1999
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4.13 Employment Agreement between the **
Registrant and Carmen Foisy effective
January 1, 2002
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4.14 Consulting Agreement between the **
Registrant and Raymond Cloutier
effective January 1, 2002
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5.1 Opinion of Frohling & Hudak, LLC, **
regarding the legality of the securities
being registered under this Registration
Statement.
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23.1 Consent of Pinkham & Pinkham, P.C., **
Certified Public Accountants, Independent
Auditor for the Registrant.
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23.2 Consent of Frohling & Hudak, LLC, (set **
forth in the opinion of counsel included as
Exhibit 5.1).
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1. 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 year end June 30,
1995, which exhibit is incorporated herein by reference.
2. Filed with the Securities and Exchange Commission on April 10, 2002 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.
3. 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.
4. 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.
5. 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.
6. Filed with the Securities and Exchange Commission on April 10, 2002 as
Exhibit number 4.11 to the registration statement of the Registrant on
Form S-8, Registration No. 333-85964, which exhibit is incorporated
herein by reference.
7. 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.
** 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
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,
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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 25th day
of February, 2003.
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
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/s/ JOHN L. THRESHIE Chief Executive Officer February 25, 2003
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John L. Threshie, Jr.
/s/ MICHAEL ASH Treasurer and Chief February 25, 2003
------------------------------- Financial and Accounting
Michael Ash Officer
Majority of the Board of Directors
/s/ LOUIS SANZARO Director February 25, 2003
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Louis Sanzaro
/s/ LOUIS V. MURO Director February 25, 2003
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Louis V. Muro
/s/ JOHN L. THRESHIE Director February 25, 2003
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John L. Threshie, Jr.
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INDEX TO EXHIBITS BEING FILED HEREWITH
4.1 Resolution of the Board of Directors adopted January 31, 2003
4.2 Consulting Agreement between the Registrant and Tony Giuliano effective
February 20, 2002
4.3 Consulting Agreement between the Registrant and Lawrence Culliford
effective June 1, 2002
4.6 Employment Agreement between the Registrant and Jacqueline Reid
effective January 1, 2000
4.7 Consulting Agreement between the Registrant and Raymond Lamoureux
effective June 1, 2002
4.13 Employment Agreement between the Registrant and Carmen Foisy effective
January 1, 2002
4.14 Consulting Agreement between the Registrant and Raymond Cloutier
effective January 1, 2002
5.1 Opinion of Frohling & Hudak, 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, LLC, (set forth in the opinion of counsel
included as Exhibit 5.1).
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