SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MidMark Capital II, L.P.

(Last)

(First)

(Middle)

177 MADISON AVENUE

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2004

3. Issuer Name and Ticker or Trading Symbol
VERTEX INTERACTIVE INC [ VETX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	240,000⁽¹⁾	D⁽¹⁰⁾
Common Stock	5,928,330⁽²⁾	D⁽¹⁰⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C-1 Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	925,926⁽³⁾	$0.054⁽³⁾	D⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	925,926⁽⁴⁾	$0.054⁽⁴⁾	I⁽¹⁰⁾	By O'Brien Limited Partnership
Series C-1 Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	925,926⁽⁵⁾	$0.054⁽⁵⁾	D⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	148,148⁽⁶⁾	$0.054⁽⁶⁾	D⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	14,907,407⁽⁷⁾	$0.054⁽⁷⁾	D⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	629,630⁽⁸⁾	$0.054⁽⁸⁾	D⁽¹⁰⁾
Series D Convertible Preferred Stock	09/21/2004⁽¹¹⁾	⁽¹¹⁾	Common Stock	141,013,118⁽⁹⁾	$0.054⁽⁹⁾	D⁽¹⁰⁾
Stock Options (right to buy)	05/26/2000	01/03/2005	Common Stock	300,000⁽²⁾	$3.85	D⁽¹⁰⁾

1. Name and Address of Reporting Person^*

MidMark Capital II, L.P.

(Last)

(First)

(Middle)

177 MADISON AVENUE

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MIDMARK CAPITAL LP

(Last)

(First)

(Middle)

466 SOUTHERN BOULEVARD

(Street)

CHATHAM

07928

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CLEVENGER WAYNE L

(Last)

(First)

(Middle)

8609 SIX FORKS ROAD

(Street)

RALEIGH

27615

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FINLAY MATTHEW W

(Last)

(First)

(Middle)

55 MADISON AVE

STE 300

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROBINSON JOSEPH R

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Newman Denis

(Last)

(First)

(Middle)

177 MADISON AVENUE

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are beneficially owned by MidMark Capital II, L.P., a ten percent stockholder that is also a member of a "group" with MidMark Capital, L.P., Wayne L. Clevenger, Denis Newman, Joseph R. Robinson, and Matthew W. Finlay for purposes of Section 13(d) of the Securities Exchange Act of 1934.

2. These securities are beneficially owned by MadMark Capital, L.P.

3. These securities are beneficially owned by Wayne L. Clevenger. The C-1 Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54).

4. These securities are beneficially owned by O'Brien Limited Partnership, a family partnership of and controlled by Denis Newman. The C-1 Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54). Denis Newman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.

5. These securities are beneficially owned by Joseph R. Robinson. The C-1 Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54).

6. These securities are beneficially owned by Matthew W. Finlay and his spouse. The C-1 Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54).

7. These securities are beneficially owned by MidMark Capital II, L.P. The C-1 Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54).

8. These securities are beneficially owned by MidMark Capital, L.P. The C-1 Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54).

9. These securities are beneficially owned by MidMark Capital II, L.P. The D Convertible Preferred Stock is convertible into Common Stock at the lower of a fixed price or market price. The number of underlying Common Stock provided above is based on an as converted basis on 9/21/04 ($0.09 * 60%=$0.54).

10. Each member of the group disclaims beneficial ownership in any securities in which such member does not have a pecuniary interest, and this report shall not be deemed an admission by such member of beneficial ownership of such securities.

11. The C-1 Convertible Preferred Stock and D Convertible Preferred Stock are immediately exercisable to the extent Vertex has sufficient authorized shres available, and have no expiration date.

	Wayne L. Clevenger	11/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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