As filed with the Securities and Exchange Commission on July __, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SYNERGX SYSTEMS INC.
(f/k/a FIRETECTOR INC.)
(Exact name of registrant as specified in its charter)
Delaware 11-2941299
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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209 Lafayette Drive
Syosset, NY 11791
(516) 433-4700
(Address of Principal Executive Office)
1997 Non-Qualified Stock Option Plan
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(Full Title of the Plan)
JOHN A. POSERINA
CHIEF FINANCIAL OFFICER
209 Lafayette Drive
Syosset, NY 11791
(516) 433-4700
(Name, Address, including zip code, and telephone,
including area code, of Agent for Service)
Copies to: DENNIS P. McCONNELL, ESQ.
DOLGENOS NEWMAN & CRONIN LLP
NEW YORK, NEW YORK 10012
(212) 925-2800
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount to Be Offering Aggregate Amount of
of Securities to be Registered(1) Price Per Offering Registration
Registered Share(2) Price Fee(3)
Common Stock 133,582 $0.50 $ 66,791 $ 5.40
Common Stock 70,000 $0.5625 39,375 $ 3.19
Common Stock 201,303 $6.00 $1,207,818 $ 97.71
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Total 404,885 $1,313,984 $106.30
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(1) The aggregate number of shares issuable under the 1997 Non-Qualified Stock
Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act, based upon the
exercise price of the employee options granted to date or the average of the
closing bid and ask prices of the common stock reported on July 14, 2003 on the
Nasdaq Small Cap Market System.
(3) Computed in accordance with Section 6(b) of the Securities Act, by
multiplying 0.0000809 by the proposed maximum aggregate offering price.
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Documents containing information specified in Part I of Form S-8 will be sent or
given to eligible employees as required by Rule 428(b)(1). Such documents and
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended. All
such documents will be dated and maintained in a "prospectus file" as required
by Rule 428(a) and will contain the following legend in a conspicuous place as
directed by Rule 428(b)(1):
This document (or specifically designated portions of this document)
constitutes (constitute) part of a prospectus covering securities that have been
registered under the Securities Act of 1933.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Synergx Systems Inc. (the "Registrant") with
the Commission are incorporated in and made a part of this Registration
Statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in another subsequently filed document incorporated herein by
reference: (1) the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2002; (2) the Registrant's Quarterly Reports on Form 10-QSB
for the quarters ending December 31, 2002, and March 31, 2003; and (3) from the
date of filing of such documents, all documents filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") subsequent to 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 hereby
have been sold or which de-registers all securities then remaining unsold.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Delaware General Corporation Law, a corporation has the power to
indemnify any person who is made a party to any civil, criminal, administrative
or investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct was committed was unlawful.
In addition, the Registrant's by-laws provide that the Registrant will indemnify
the directors and officers from claims, liabilities, damages, expenses, losses,
costs, penalties or amounts paid in settlement incurred by any director or
officer arising out of his capacity as a director or officer of the Registrant
to the maximum extent provided by applicable law.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8: EXHIBITS
Exhibit No.
5.1 Opinion of Dolgenos Newman & Cronin LLP
23.1 Consent of Marcum & Kliegman, LLP
23.2 Consent of Dolgenos Newman & Cronin LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (Included on the Signature Page)
ITEM 9: UNDERTAKINGS
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this Registration
Statement:
(i) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, as amended (the "1933 Act"), 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on July 22, 2003.
SYNERGX SYSTEMS INC.
By: /s/ DANIEL S. TAMKIN
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Daniel S. Tamkin
Chairman and Chief Executive Officer
POWERS OF ATTORNEY Each person whose signature appears below hereby
appoints Daniel S. Tamkin and John A. Poserina and each of them severally,
acting alone and without the other, his true and lawful attorney-in-fact with
authority to execute in the name of each such person, and to file with the SEC,
together with any exhibits thereto and other documents therewith, any and all
amendments (including without limitation post-effective amendments) to this
Registration Statement, and to sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act, necessary or advisable
to enable the registrant to comply with the Securities Act and any rules,
regulations and requirements of the SEC in respect thereof, which amendments may
make such changes in this Registration Statement as the aforesaid
attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ DANIEL S. TAMKIN July 22, 2003
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Daniel S. Tamkin
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ JOSEPH VITALE July 22, 2003
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Joseph Vitale, Director
/s/ JOHN A. POSERINA July 22, 2003
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John A. Poserina, Chief Financial Officer,
(Principal Financial Officer and Principal
Accounting Officer), Director
/s/ HENRY SCHNURBACH July 22, 2003
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Henry Schnurbach, Director
/s/ DENNIS P. McCONNELL July 22 , 2003
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Dennis P. McConnell, Director
/s/ MARK LITWIN July 22, 2003
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Mark Litwin, Director
July , 2003
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J. Ian Dalrymple, Director
EXHIBIT INDEX
Exhibit No.
5.1 Opinion of Dolgenos Newman & Cronin LLP re legality
23.1 Consent of Marcum & Kliegman, LLP
23.2 Consent of Dolgenos Newman & Cronin LLP (contained in the opinion filed
as Exhibit 5.1)
EXHIBIT 5.1
Dolgenos Newman & Cronin LLP
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96 Spring Street, New York, N.Y. 10012
Tel 212-925-2800 Fax 212-925-0690
July 18, 2003
Synergx Systems Inc.
209 Lafayette Drive
Syosset, NY 11791
Re: 1997 Non-Qualified Stock Option Plan
Gentlemen:
We have acted as counsel to Synergx Systems Inc. (the "Company") in connection
with the registration with the Securities and Exchange Commission on Form S-8 of
shares of the Company's common stock, par value $0.001 (the "Shares"), which may
be issued in connection with the above-referenced plan (the "Plan"). In
connection with that registration, we have reviewed the proceedings of the Board
of Directors of the Company relating to the registration and proposed issuance
of the Shares, the Certificate of Incorporation of the Company and all
amendments thereto, the Bylaws of the Company and all amendments thereto, and
such other documents and matters as we have deemed necessary to the rendering of
the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid and nonassessable under the Delaware General Corporation Law.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares.
Very truly yours,
DOLGENOS NEWMAN & CRONIN LLP
By /s/ Dennis P. McConnell
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the this Registration
Statement filed on Form S-8 of our report dated December 6, 2002, relating to
the consolidated financial statements of Synergx Systems Inc. appearing in the
Company's Annual Report on Form 10-KSB for the year ended September 30, 2002.
Marcum & Kliegman LLP
New York, New York
July 21, 2003