TRITEAL CORP
8-K, 1999-04-07
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): APRIL 2, 1999




                               TRITEAL CORPORATION
             (Exact name of registrant as specified in its charter)



                                    DELAWARE
                 (State or other jurisdiction of incorporation)



      0-28660                                            33-0548924
(Commission File No.)                          (IRS Employer Identification No.)

                            2011 PALOMAR AIRPORT ROAD
                            SAN DIEGO, CA 92009-1431
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (760) 930-2055



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ITEM 5.    OTHER EVENTS.

           On April 2, 1999, TriTeal Corporation (the "Company") issued a press
release concerning the Company's filing of a voluntary Chapter 11 petition under
the United States Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of California on April 2, 1999. In connection with the filing,
the Company announced the resignation of its directors, Jeff Witous, Rick Noling
and Dennis Morin. The Company also announced that it received court approval of
the settlement of the class action securities litigation pending against the
Company. Further detail is provided in the Company's press release, a copy of
which is attached hereto as Exhibit 99.1.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

    (c)    EXHIBITS.

           99.1 Press Release of TriTeal Corporation dated April 2, 1999.



                                       2.
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                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     TRITEAL CORPORATION



Dated: April 6, 1999                                 By:  /S/ JEFF BLACK
                                                        ----------------------
                                                          Jeff Black
                                                          Assistant Secretary



                                       3.

                                  EXHIBIT 99.1

                                 PRESS RELEASE



                TRITEAL CORPORATION ANNOUNCES CHAPTER 11 FILING,
              RESIGNATION OF DIRECTORS AND CLASS ACTION SETTLEMENT

Carlsbad, CA - April 2, 1999 - TriTeal Corporation announced today that it has
filed a voluntary chapter 11 petition under the United States Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of California on
April 2, 1999. The Company filed a plan of liquidation with the court providing
for the liquidation of the Company's assets, payment to its creditors and the
distribution of any remaining cash to the stockholders of the Company. In its
bankruptcy petition, the Company indicated that it held $5.5 million of cash and
cash equivalents and estimated its liabilities at $2.6 million, although some
additional liabilities were listed in an "unknown" amount. The chapter 11 filing
came after extensive efforts to achieve profitability and find a suitable
acquirer proved unsuccessful. The decision reflects the Board of Directors'
efforts to preserve value for creditors and shareholders. In connection with the
chapter 11 filing, the directors of the Company, Jeff Witous, Richard Noling and
Dennis Morin, submitted their resignations.

The Company also announced that it has received court approval of the settlement
of the class action securities litigation pending against the Company, certain
of its current and former officers and directors, and certain of the
underwriters of the Company's public offering of common stock. Under the
settlement, amongst other terms, the plaintiff classes and their attorneys were
paid $12 million (of which $10 million was paid by the Company), and the
plaintiffs dismissed with prejudice all claims pending in the actions against
the Company, certain of its current and former officers and directors and the
underwriters of the Company's public offerings.

Headquartered in Carlsbad, California, TriTeal Corporation was a provider of
mission-critical desktop solutions for Global 1000 enterprise environments.
Except for the liquidation of its assets, the Company has ceased doing business.



Contact:  TriTeal Corporation, (760) 930-2055




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