SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN TRIANGLE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 25-1302097
(State of incorporation) (IRS Employer ID No.)
8504 Sonoma Valley N.E.,
Albuquerque, New Mexico 87122, (505) 856-5075
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Approximate date of commencement of proposed sale: March 20, 1998
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box: [X]
CALCULATION OF REGISTRATION FEE
Title of
Each Class
of Proposed Proposed
Securities Maximum Maximum
to be Amout to Offering Aggregate Amount of
Registered be registered Price Per Unit Offering Price Registration Fee
Warrants to
Purchase
Common Stock 200,000 -0- (1) -0- (1) -0- (1)
Common Stock 200,000 (2) (2) $671.13
Par Vale $.001
(1) The Warrants will be issued to existing shareholders of the Company
at no cost to the sharholders.
(2) The Registrant will issue the shares to the Company's
shareholders as the shareholders exercise Warrants to be issued
to them by the Company. The price of such Common Shares will be
determined at the time the Warrants are issued (see Purchase
Price). Therefore, the maximum offering price cannot be
determined at this time.
(3) For purposes of determining the registration fee, the fee
will be calculated on the maximum number of Common Shares to be
registered (200,000) at the average between the bid and the asked
prices as of the most current date.
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CROSS REFERENCE SHEET
HEADING OR
PART I ITEM NUMBER AND CAPTION LOCATION IN THE PROSPECTUS
1. Forepart of Registration Facing Page of Registration
Statement and Outside Front Statement and Cover Page of
Cover Page of Prospectus Prospectus
2. Inside Front Cover and Inside Front Cover of Prospectus
Outside Cover Page of Outside Cover Page of Prospectus
Prospectus
3. Risk Factors and Risk Factors, page 4, Description of
Description of the the Warrant Exercise, page 5
Warrant Exercise
4. Use of Proceeds Use of Proceeds, page 8
5. Determination of Offering Determination of Offering Price,
Price page 8
6. Dilution Dilution, page 9
7. Selling Security Holders NOT APPLICABLE
8. Distribution of Warrants Distribution of Warrants,
page 9
9. Description of Securities Description of Securities,
page 9
10. Interest of Name Experts Experts, page 10, Legal Matters,
and Counsel page 10
11. Material Changes NOT APPLICABLE
12. Incorporation by Incorporation by Reference,
Reference pages 3 and 10
13. Disclosure of Commission Indemnification, page 10
Position on Indemnification
PART II
14. Other Expenses of Page i
Issuance and Distribution
15. Indemnification Page i
16. Exhibits Page i
17. Undertakings Page ii
18. Signatures Page iii
19. Index to Exhibits Page iv
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GOLDEN TRIANGLE INDUSTRIES, INC.
200,000 Shares
Common Stock ($.001 Par Value)
Warrant Exercise
Golden Triangle Industries, Inc. (the "Company" or "GTII") hereby offers
200,000 shares of its Common Stock to its shareholders choosing to exercise
200,000 Warrants to purchase Common Stock to be issued to its shareholders.
The Common Stock is listed on the NASDAQ Market Small Capital
issues and trades under the NASDAQ symbol GTII. On March 13,
1998, the last sales price of GTII shares, as reported by NASDAQ,
was $12.625 per share.
AN INVESTMENT IN THE SECURITIES BEING OFFERED INVOLVES
SIGNIFICANT RISKS. SEE RISK FACTORS.
No person has been authorized by the Company to give any
information or to make any representation other than as contained
in this Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to
sell securities in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has
been no change in the affairs of the Company or of the Plan since
the date of this Prospectus, or that the information set forth
herein is correct as of any time subsequent to the date hereof or
the date of filing of any documents incorporated by reference
herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The principal executive offices of GTII are located at 8504
Sonoma Valley N.E., Albuquerque, New Mexico 87122, Telephone
(505) 856-5075.
The date of this Prospectus is March 20, 1998.
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TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . .3
INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
DESCRIPTION OF THE WARRANT . . . . . . . . . . . . . . . . . . . . . . .5
Purpose of the Warrants . . . . . . . . . . . . . . . . . . . . . .5
Administration and Interpretation . . . . . . . . . . . . . . . . .6
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Number of Shares Offered. . . . . . . . . . . . . . . . . . . . . .6
Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . .6
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Change or Termination . . . . . . . . . . . . . . . . . . . . . . .7
Limitation of Liability . . . . . . . . . . . . . . . . . . . . . .7
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . .7
ADVANTAGES AND DISADVANTAGES . . . . . . . . . . . . . . . . . . . . . .8
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . . . . .8
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
DISTRIBUTION OF WARRANTS . . . . . . . . . . . . . . . . . . . . . . . .9
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . .9
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . 10
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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PART I
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports can be inspected and copied at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, 14th Floor, Chicago, Illinois
60661 and at 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Common Shares are traded on NASDAQ,
and such reports and other information concerning the Company may
be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C.
20006.
This Prospectus constitutes a part of a registration statement
(together with all amendments and exhibits thereto, the
"Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended
("Securities Act"). As permitted by the rules and regulations of
the Commission, this Prospectus omits certain information
contained in the Registration Statement, and reference is made to
the Registration Statement for further information with respect
to the Company and the shares of Common Stock registered under
the Registration Statement. Any statements contained herein
concerning the provisions of any document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is
made to the copy of such document so filed. Each such statement
is qualified in its entirety by such reference.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with
the Commission are incorporated herein by reference and made a
part hereof
(1) The Company's Form 10-K for the year ended December 31, 1996.
(2) The Company's Form 10-Q for the quarter ended March 31, 1997.
(3) The Company's Form 10-Q for the quarter ended June 30, 1997.
(4) The Company's Form 10-Q for the quarter ended September 30, 1997.
All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering of Common
Stock made by this Prospectus shall be deemed to be incorporated
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<PAGE>
herein by reference and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a
document incorporated by reference into this Prospectus shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
by reference herein modifies and supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded to constitute a part of this
Prospectus.
The Company hereby undertakes to provide, without charge, to each
person to whom a copy of this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all
documents incorporated by reference which have been filed with
the Commission. Requests for such copies should be directed to
the Company at 8504 Sonoma Valley N.E., Albuquerque, New Mexico
87122, Telephone (505) 856-5075.
INFORMATION ON THE COMPANY
The following information concerning GTII may be obtained by
referring to the Form 10-K for the year ended December 31, 1996,
incorporated herein by reference Business, Properties, Market
Information, Selected Financial Data, Management's Discussion,
Financial Statements, Management, Compensation, Security
Ownership, and Certain Relationships and Related Transactions.
RISK FACTORS
Market Considerations. GTII has maintained an actively traded
market. However, no assurances can be given that the market for
GTII shares will improve. The Company can not assure a profit or
protect against a loss on shares purchased upon exercise of the
warrants.
No Interest. No interest will be paid on funds held by the
Company pending issuance of shares.
No Cash Dividends. GTII has not paid cash dividends on its
common stock in the past. Future cash dividends will be
determined by the Board of Directors.
Risks Inherent in Oil and Gas Industry. Oil and gas exploration
and development are extremely speculative by nature and involve a
high degree of risk of loss. There are no assurances that the
Company will realize from any particular oil and gas interest the
amount of future net revenues upon which the purchase price of
such interest was based. Other risks inherent to this industry
include market prices of oil and gas; availability, expense and
reliability of geological data; availability of equipment;
availability of and proximity to pipelines and other
transportation facilities; ability to obtain leasehold prospects
and royalty or overriding royalty interests in the same; supply
and price of competitive fuels, import and export quotas, and
effects of political, regulatory, economic or marketing
conditions generally.
Risks Inherent in Salt Water Disposal Business. Risks inherent
to this industry include market prices of oil and gas, collection
of accounts receivable, mechanical problems with disposal wells,
surface owners not renewing a lease or competitors installing new
disposal facilities. In addition, over 50% of Transcon's (wholly
owned subsidiary of GTII) revenues are rendered from a single
customer which represents a risk, although GTII does not foresee
the loss of this customer.
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Governmental Regulations and Securities Compliance. The
Company's business is subject to intensive regulation by federal,
state and local governments and numerous governmental agencies in
both the United States and abroad. Laws and regulations
governing the petroleum industry are very complex, particularly
insofar as they relate to the pricing, marketing and taxation of
oil and gas production and to factors affecting the environment.
Federal securities laws also impose periodic reporting and
numerous requirements upon all publicly traded companies.
Securities laws and regulations are extremely complex and contain
numerous technical requirements.
Dilution. See Dilution, page 9.
Authorization of Preferred Stock. The Company's Articles of
Incorporation authorize the issuance of up to 1,000,000 shares of
Preferred Stock with such rights and preferences as may be
determined by the Board of Directors. Accordingly, the Board
may, without shareholder approval, issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which
could affect the rights of the holders of the Company's Common
Stock. The Company has issued 3,311 shares of Class A Preferred
Stock and 53,882 shares of Class B Preferred Stock as of the date
of this Prospectus.
Conflicts of Interest. Several of the officers and directors of
the Company have invested in the oil, gas, or salt water disposal
business, either directly or through entities in which they have
an interest. Some of these interests could directly compete with
the interests of the Company. Although the Company is not aware
of any present conflicts of interest, such present or future
activities on the part of the officers and directors could
directly compete with interests of the Company. If the Company
should enter into future transactions with its officers,
directors or other related parties, the terms of any such
transaction will be as favorable to the Company as those which
could be obtained from an unrelated party in an arm's length
transaction (see Item 13. Certain Relationships and Related
Transactions) in the Form 10-K for the year ended December 31,
l996 incorporated herein by reference.
DESCRIPTION OF THE WARRANT EXERCISE
Purpose of the Warrants. The primary purpose of the Warrants is
to provide existing holders of record of the Company's Preferred
and Common Stock a way to increase their holdings of GTII Common
Stock via purchases from the Company without brokerage fees and
at a below-market price. In addition, purchases of Common Stock
directly from the Company pursuant to the Warrant Exercise will
provide the Company with additional capital for general corporate
purposes. Each shareholder, preferred or common, will receive a
Warrant entitling him or her to purchase, in the case of common
shareholder, one (1) share of common stock for each four shares
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of common stock currently held. In the case of preferred
shareholders, they will receive two and one-half (2 1/2) Warrants to
purchase common shares for each share of preferred stock
currently held. The Warrants will be issued to existing common
and preferred shareholders when this registration statement is
made effective.
Administration and Interpretation. The Plan will be administered
by the Company or such successor agent as the Company may
designate (the "Agent"). The Agent acts as agent for the holders
who exercise their Warrants (the "Participant"), keeps records of
Participant's accounts and performs other duties relating to the
Warrant Exercise. Communications with the Agent should be
directed as follows:
Golden Triangle Industries, Inc.
c/o Transfer Agent Department
104 Fossil Court
Springtown, Texas 76082
(800) 940-4484
The Company has the right to establish procedures for
administration of the Warrant Exercise and to interpret the
Exercise of the Warrants. Its interpretation will be final,
conclusive and binding.
Eligibility. To be eligible to participate in the Warrant
Exercise, a shareholder must have been a shareholder of record of
GTII on March ____, 1998, the date of the issuance of the
Warrants.
Number of Shares Offered. As of the date of this Prospectus,
200,000 shares of Common Stock were registered under the
Securities Act for sale by the Company pursuant to the Warrant
Exercise.
Purchase Price. The Warrant Exercise provides that the Common
Shares offered will be newly issued Common Shares to be acquired
directly from the Company. Under the Warrant Exercise, the
Purchase Price for newly issued shares is 90% of the average of
the daily closing sales prices of the Common Shares reported on
the NASDAQ market on the five trading days prior to the date of
issuance of the Warrants.
Purchases. Purchases under the Warrant Exercise may be made as
soon as practicable following the date of issuance of the
Warrants, but in no event later than 90 days after the date of
issuance of the Warrants (except where necessary to comply with
applicable securities laws).
Common Shares purchased under the Warrant Exercise will be newly
issued Common Shares.
The Common Shares purchased from GTII, will be priced at 90% of
the average of the daily closing sales prices of Common Shares
reported on the NASDAQ Market on the five trading days prior to
the date of issuance of the Warrants (the "Pricing Period"). If
there is no trading reported in the Common Shares on the NASDAQ
Market, or any securities exchange where the Common Shares are
then traded, the Purchase Price per Common Share shall be
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determined by GTII on the basis of such market quotation or other
means as it shall deem appropriate, provided, however, that under
no circumstances will the Purchase Price per Common Share be less
than the per share par value ($.00l) of the Common Shares.
Pending issuance of the Common Stock, funds derived from the
Warrant Exercise shall be held in a non-interest bearing account
maintained by the Agent in a bank having capital and surplus of
not less than $100,000,000. The bank account shall be
specifically designated as being for the benefit of the Warrant
Exercise and disbursements shall be permitted from such account
only for purchases of shares. The Company does not anticipate
there will be a market for the Warrants.
Certificates. Certificates will be issued for share purchases
and sent to those persons exercising their Warrants.
Reports. Participants will receive copies of all communications
sent to holders of Common Stock. This may include quarterly
reports to shareholders, annual reports to shareholders, proxy
material, and Internal Revenue Service information, if
appropriate, for reporting dividend income. All such information
from the Agent to participants will be addressed to the latest
address of record; therefore, it is important that participants
promptly notify the Agent of any change of address.
Change or Termination. The Company reserves the right to amend,
modify, suspend or terminate the Warrant Exercise at any time.
Warrant Holders will be notified in writing of any material
changes in the Exercise.
The terms and conditions of the Warrant Exercise may be amended
or supplemented by GTII.
Limitation of Liability. The Warrants provide that neither GTII
nor the Agent will be liable for any act done in good faith, or
for the good faith omission to act in connection with the Warrant
Exercise, including, without limitation, any claims of liability
or with respect to any loss or fluctuation in the market value
after the purchase of such shares.
Federal Income Tax Consequences. The following discussion
relates to the material federal income tax consequences of
participation in the Warrant Exercise. The effect of such tax
consequences upon any Participant will depend upon such
Participant's individual circumstances which, together with the
state and local tax consequences of participation, should be
discussed by each Participant with his tax advisor to determine
the tax considerations related to the purchase of shares of
Common Stock under the Warrant Exercise.
A Participant will be required to include in income for federal
income tax purposes amounts invested in Common Stock under the
Warrant Exercise and all shares of Common Stock credited to his
or her Account under the Warrant Exercise.
A Participant's tax basis for shares of Common Stock purchased
pursuant to the Warrant Exercise should be equal to the cost of
such shares.
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A Participant will not realize any taxable income when he or she
receives certificates for whole shares credited to his or her
account under the Warrant Exercise. Gain or loss will be
realized by the Participant only when he or she sells such
shares.
ADVANTAGES AND DISADVANTAGES
The primary advantages of the Warrant Exercise are:
No brokerage commissions will be charged to the Participant.
Shares purchased directly from the Company (newly issued shares)
will be offered at a 10% discount.
The primary disadvantages of the Warrant Exercise are:
Participants will be severely limited in the number of common shares
they can purchase (one [1] share for every four [4] shares previously
held in the case of common stock and two and one-half [2 1/2] common
shares for each preferred share previously held).
The Warrant Exercise Price, set at the time of the
issuance of the Warrants (90% of the close of market),
may or may not be economically attractive.
NEITHER THE COMPANY NOR THE AGENT CAN ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON SHARES PURCHASED UNDER THE WARRANT EXERCISE.
USE OF PROCEEDS
Purchases of Common Stock under the Warrant Exercise will be
satisfied by the purchase of new shares of Common Stock issued by
the Company, however, the number of shares of Common Stock, if
any, that the Company ultimately will sell under the Warrant
Exercise is not known.
Newly issued shares of Common Stock will be purchased under the
Warrant Exercise, and the proceeds from such sales will be used
for general corporate purposes of the Company.
DETERMINATION OF OFFERING PRICE
The Exercise Price of the Common Shares purchased from the
Company will be 90% of the average of the daily closing sales
prices of the Common Shares reported on the NASDAQ Market on the
five trading days prior to the date the Warrants are issued. If
there is no trading reported in the Common Shares on the NASDAQ
Market, or any securities exchange where the Common Shares are
traded, the Purchase Price per common share shall be determined
by the Company on the basis of such market quotations or other
means as it shall deem appropriate.
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DILUTION
Since it is impossible to determine how many of the 200,000
shares will ultimately be sold in the Warrant Exercise, it is
difficult to determine how much dilution will occur. However,
the issuance of any additional shares does cause dilution of the
shareholders' interests. In addition to the 200,000 shares in
this offering, the Company's Board of Directors may authorize the
issuance of additional Common Shares in the future in order to
provide for further capitalization of the Company or other
corporate purposes, which could cause further dilution of the
shareholders' interests.
DISTRIBUTION OF WARRANTS
The Common Stock being offered hereby is offered pursuant to the
Warrants to be issued, the terms of which provide for the
purchase of newly issued shares of Common Stock. The Company
will pay all costs and expenses associated with the Warrant
Exercise.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock and 1,000,000 shares of
Preferred Stock. There are currently 586,618 shares outstanding
of Common Stock, and 3,311 shares outstanding of Class A
Preferred Stock and 53,882 shares outstanding of Class B
Preferred Stock.
The Common Shares are traded on the over-the-counter market and
are listed on the NASDAQ Small Capital Issues under the symbol
GTII.
Dividend Rights. The holders of GTII common shares are entitled
to share equally, share for share, in such dividends as might be
approved by the Board of Directors, and are compatible with the
applicable laws of Colorado relating to payment of dividends by
corporations.
Voting Rights. Holders of GTII Common Stock are entitled to one
vote for each share on all matters voted upon by shareholders.
Pursuant to GTII's bylaws, at all meetings of shareholders, 45%
of the shares entitled to vote at such meeting, represented in
person or by proxy, constitute a quorum, and a majority of the
shares represented are required for an affirmative vote.
Pursuant to Colorado Law, holders of GTII shares may take action
without a meeting only upon written consent of all shareholders
entitled to vote on the proposed action. Cumulative voting
rights are not available to GTII shareholders. GTII's bylaws
were adopted by its Board of Directors, and may be repealed by
the Board of Directors.
There are no Colorado Law provisions specifically regulating
takeover bids or the acquisition of a controlling interest.
Although Colorado Law provisions impose conditions on GTII's
ability to repurchase its own shares, there are no provisions
requiring shareholder approval of such repurchases.
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Preemptive Rights. Holders of GTII common shares have no
preemptive rights
Liability of Directors. The Articles of Incorporation of GTII
have provisions for limitation of liability of directors (see
Indemnification below).
Liquidation Rights. In the event of liquidation, dissolution or
winding up the affairs of GTII, whether voluntary or involuntary,
the holders of the Company's common shares are entitled to share,
on a share to share basis, in any of the assets or funds which
are distributable to its shareholders upon such liquidation,
dissolution, or winding-up. Such distribution would be subject
to the rights of preferred shareholders and the prior rights of
creditors of each corporation.
Assessment and Redemption. GTII shares to be issued are fully
paid and non-assessable.
Transfer Agent. The Company acts as its own transfer agent
through its Transfer Agent Department, 104 Fossil Court,
Springtown, Texas 76082.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries included in the Company's Form 10-K, which is
incorporated herein by reference, have been audited by Robert
Early & Company, P.C., as stated in their report appearing
therein.
LEGAL MATTERS
Certain legal matters, including the validity of the Common Stock
being offered hereby, will be passed upon for the Company by
Richard M. Hewitt, P. C., 1314 Cigna Tower, 600 E. Las Colinas
Blvd., Irving, Texas 75039.
INCORPORATION BY REFERENCE
See Incorporation of Certain Documents by Reference, page 3.
INDEMNIFICATION
Article VII of the Company's Articles of Incorporation provides
as follows:
The Corporation shall indemnify, to the full extent
permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the Corporation against any
claim, liability or expense arising against or incurred by such
person as a result of actions reasonably taken by him at the
direction of the Corporation. The Corporation shall further have
the authority, to the full extent permitted by law, to indemnify
its directors, officers, agents, fiduciaries and employees
against any claim, liability or expense arising against or
incurred by them in all other circumstances and to maintain
insurance providing such indemnification.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant 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.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Since purchases of Common Stock under the Warrant Exercise will
be satisfied by the purchase of new shares of Common Stock issued
by the Company, the number of shares of Common Stock, if any,
that the Company ultimately will sell under the Warrant Exercise
is not known. For this reason it is not possible to predict the
expenses of issuance and distribution.
INDEMNIFICATION
Article VII of the Company's Articles of Incorporation provides
as follows:
The Corporation shall indemnify, to the full extent
permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the Corporation against any
claim, liability or expense arising against or incurred by such
person as a result of actions reasonably taken by him at the
direction of the Corporation. The Corporation shall further have
the authority, to the full extent permitted by law, to indemnify
its directors, officers, agents, fiduciaries and employees
against any claim, liability or expenses arising against or
incurred by them in all other circumstances and to maintain
insurance providing such indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant 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.
EXHIBITS
Copies of the following documents have been included as Exhibits
to this Registration Statement:
Exhibit A - Form 10-K for the year ended December 31, 1996
Exhibit B - Form 10-Q for the quarter ended March 31, 1997
Exhibit C - Form 10-Q for the quarter ended June 30, 1997
Exhibit D - Form 10-Q for the quarter ended September 30, 1997
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Exhibit E - Opinion as to Legality of Shares
Exhibit F - Consent of Independent Certified Public Accountants
Exhibit G - Certificate for Common and Preferred Stock
Purchase Warrants
UNDERTAKINGS
The undersigned registrant hereby undertakes to deliver or cause
to be delivered with this prospectus, to each person to whom the
prospectus is sent or given, the latest annual report on Form 10-K
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934, and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
The undersigned registrant hereby undertakes to respond to
requests or information that is incorporated herein by reference
into the prospectus, within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the
request.
The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph 1 above or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective
and that, for purposes 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.
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, 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
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<PAGE>
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Magdalena, State of New Mexico, on this
the _2_ day of ____February____, 1998.
GOLDEN TRIANGLE INDUSTRIES, INC.
__/s/ Keneth Owens_____________
Kenneth Owens, President
Pursuant to the requirements of the Securities Exchange Act of
l933, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
SIGNATURES DATE
____/s/ Kenneth Owens____________ ___2/2/98_____
Kenneth Owens, Chairman of the
Board and President
____/s/ Karen Lee________________ ___2/2/98_____
Karen Lee, Director
____/s/ Richard Levine____________ ___2/2/98_____
Richard Levine, Director
____/s/ Glenn Gagnon______________ ___2/2/98_____
Glenn Gagnon, Director
____/s/ Howard B. Seigel__________ ___2/2/98_____
Howard B. Siegel, Director
____/s/ John Vuksich______________ ___2/2/98_____
John Vuksich, Director
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<PAGE>
INDEX TO EXHIBITS
Exhibit A - Form 10-K for the year ended December 31, 1996
Exhibit B - Form 10-Q for the quarter ended March 31, 1997
Exhibit C - Form 10-Q for the quarter ended June 30, 1997
Exhibit D - Form 10-Q for the quarter ended September 30, 1997
Exhibit E - Opinion as to Legality of Shares
Exhibit F - Consent of Independent Certified Public Accountants
Exhibit G - Certificate for Common and Preferred stock purchase
Warrants
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<PAGE>
EXHIBIT A
Form 10-K for the year ended December 31, 1996 - Previously filed via Edgar
EXHIBIT B
Form 10-Q for the quarter ended March 31, 1997 - Previously filed via Edgar
EXHIBIT C
Form 10-Q for the quarter ended June 30, 1997 - Previously filed via Edgar
EXHIBIT D
Form 10-Q for the quarter ended September 30, 1997 -Previously filed via Edgar
<PAGE>
EXHIBIT E
January 15, 1998
Golden Triangle Industries, Inc.
P. O. Box 22010
Albuquerque, New Mexico 87154
Re: Registration Statement on Form S-3; Golden Triangle Industries, Inc.
Common Stock issued upon Exercise of Certain Warrants issued to existing
Shareholders
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Golden Triangle Industries, Inc. (the "Company") of 200,000
shares of Common Stock, par value of $.001 per share (the "Common Stock"),
issued upon exercise of certain warrants (the "Warrants") issued to existing
Shareholders.
In our capacity as special counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Certificate of Incorporation (as amended), Bylaws and corporate minutes
provided to us by the Company. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
the documents of the Company, we have necessarily assumed the correctness
and completeness of the statements made or included therein by the Company,
and we express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock, when issued in accordance with the terms of the Warrants,
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement on Form S-3 to be filed with the Commission.
Sincerely,
Richard M. Hewitt, P.C.
RMH:res
<PAGE>
EXHIBIT F
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report on our audit of the annual financial
statements at December 31, 1996 of Golden Triangle Industries, Inc. dated
March 16, 1997, which was included in the filing with the Securities and
Exchange Commission of the 1996 FORM 10-K Annual Report of Golden Triangle
Industries, Inc.
We also consent to the reference to our firm under the caption "Experts"
in this Registration Statement on Form S-3.
ACKNOWLEDGMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We acknowledge the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated May 13, 1997, August 12, and
November 11, 1997, on our reviews of the interim quarterly financial
statements of Golden Triangle Royalty & Oil, Inc. as of and for the
periods ended March 31, June 30, and September 30, 1997, respectively as
these report were included in the filings with the Securities and Exchange
Commission on FORM 10-Q.
OTHER PERTINENT INFORMATION
As of December 1997, we are no longer independent with regard to Golden
Triangle Industries, Inc.
__/s/_Robert Early & Company___
Robert Early & Company, P.C.
Abilene, TX
January 20, 1997
<PAGE>
EXHIBIT G
[DESCRIPTION] the text that previously followed has been deleted.
GOLDEN TRIANGLE INDUSTRIES, INC.
Incorporated Under the Law of the State of Colorado
No. 98-__________ _______ Common Stock
Purchase Warrants
CERTIFICATE FOR COMMON AND
PREFERRED STOCK PURCHASE WARRANTS
1. Warrant. This Warrant Certificate certifies that __________________
_________________________________ (the "Registered Holder"), is the
registered owner of the above-indicated number of Warrants expiring on the
Expiration Date, as hereinafter defined. The Registered Holder shall receive
one (1) Warrant to purchase one share of common stock for each four (4) shares
ofcommon stock owned or two and one-half (2 1/2) Warrants to purchase two and
one-half (2 1/2) shares of common stock for each share of preferred stock
owned. In the case of fractional shares, the Registered Holder's shares shall
be rounded up to the nearest whole Warrant. One (1) Warrant entitles the
Registered Holder to purchase one (1) share of the common stock, $.001 par
value (a "Share"), of Golden Triangle Industries, Inc., a Colorado corporation
(the "Company"), from the Company at a purchase price of Eleven and 13/16ths
Dollars ($11.8125) (the "Exercise Price") at any time during the Exercise
Period, as hereinafter defined, upon surrender of this Warrant Certificate
with the exercise form hereon duly completed and executed and accompanied by
payment of he Exercise Price at the transfer agent office of the Company.
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<PAGE>
Upon due presentment for transfer or exchange of this Warrant Certificate
at the transfer agent office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued in exchange for this Warrant Certificate,
subject to the limitations provided herein, upon payment of any tax or
governmental charge imposed in connection with such transfer. Subject to the
terms hereof, the Company shall deliver Warrant Certificates in required whole
number denominations to Registered Holders in connection with any transfer or
exchange permitted hereunder.
[DESCRIPTION] the text that previously followed has been deleted.
[DESCRIPTION] the following numbered paragraphs have been renumbered.
2. Exercise. Subject to the terms hereof, the Warrants evidenced by this
Warrant Certificate may be exercised at the Exercise Price in whole or in part
at any time during the ninety (90) day Exercise Period (the "Exercise Period"),
commencing on _____________, 1997, and terminating at the close of business at
the location of the transfer agent office of the Company at 104 Fossil Court,
Springtown, Texas 76082, on ________________, 1998 (the "Expiration Date").
The Exercise Period may also be extended by the Company's Board of Directors.
A Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date (the "Exercise Date") of the surrender to the
Company at its stock transfer office of the Warrant Certificate with the
exercise form attached hereto executed by the Registered Holder and accompanied
by payment to the Company, in cash or by official bank or certified check, of
an amount equal to the aggregate Exercise Price, in lawful money of the United
States of America.
The person entitled to receive the Shares issuable upon exercise of a
Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant Shares as of the close of business on the Exercise Date.
If more than one (1) Warrant shall be exercised at one time by the same
Registered Holder, the number of full Shares which shall be issuable on
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.
Promptly, and in any event within ten (10) business days after the
Exercise Date, the Company shall cause to be issued and delivered to the person
or persons entitled to receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise.
The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute owner thereof for all purposes, and the Company shall
not be affected by any notice to the contrary. The Warrants shall not entitle
the Registered Holder thereof to any of the rights of shareholders or to any
dividend declared on the Shares unless the Registered Holder shall have
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<PAGE>
exercised the Warrants and thereby purchased the Warrant Shares prior to
the record date for the determination of holders of Shares entitled to such
dividend or other right.
3. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized
Common Stock such number of shares as shall then be issuable on the exercise
of outstanding Warrants. The Company covenants that all Warrant Shares which
shall be so issuable shall be duly and validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.
The Registered Holder shall pay all documentary, stamp or similar taxes
and other governmental charges that may be imposed with respect to the
issuance, transfer or delivery of any Warrant Shares on exercise of the
Warrants. In the eventthe Warrant Shares are to be delivered in the name
other than the name of the Registered Holder of the Warrant Certificates, no
such delivery shall be made unless the person requesting the same has paid
the amount of any such taxes or charges incident thereto.
4. Registration of Transfer. The Warrant Certificates may be trans-
ferred in whole or in part, provided any such transfer complies with all
applicable federal and state securities laws and, if requested by the
Company, the Registered Holder delivers to the Company an opinion of counsel
to that effect, in form and substance reasonably acceptable to the Company.
Warrant Certificates to be transferred shall be surrendered to the Company
at the stock transfer agent office. The Company shall execute, issue and
deliver in exchange therefor the Warrant Certificate or Certificates which
the Registered Holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its stock transfer office which
shall register Warrant Certificates and the transfer thereof. On due
presentment of any Warrant Certificate for registration of transfer at such
office, the Company shall execute, issue and deliver to the transferee or
transferees a new Warrant Certificate or Certificates representing an equal
aggregate number of Warrants. All Warrant Certificates presented for
registration or transfer or exercise shall be duly endorsed or be accompanied
by a written instrument or instruments of transfer in form satisfactory to
the Company.
All Warrant Certificates so surrendered, or surrendered for exercise, or
for exchange in case of mutilated Warrant Certificates, shall be promptly
canceled by the Company and thereafter retained by the Company until the
Expiration Date. Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder of any Warrant Certificate
as the absolute owner thereof (notwithstanding any notations of ownership or
writing thereon made by anyone other than the Company), and the Company shall
not be affected by any notice to the contrary.
5. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, the Company shall execute and deliver,
in lieu thereof, a new Warrant Certificate representing an equal aggregate
number of Warrants. In the case of loss, theft or destruction of any Warrant
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<PAGE>
Certificate, the individual requesting issuance of a new Warrant Certificate
shall be required to indemnify the Company in an amount satisfactory to the
Company. In the event a Warrant Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to delivery of a new
Warrant Certificate. Applicants for a new Warrant Certificate shall also
comply with such other reasonable regulations as the Company may prescribe.
6. Adjustment of Shares. The number and kind of securities issuable
upon exercise of a Warrant or to be delivered upon the redemption of Warrants
hereunder shall be subject to adjustment from time to time upon the happening
of certain events ("Adjustment Event"), as follows.
(a) If the Company shall, at any time prior to the complete exercise of
the Warrants evidenced hereby, declare or pay to the holders of this
outstanding Shares, a dividend payable in any kind of shares of stock
or other securities of the Company, or in property, or otherwise than
in cash, the Registered Holder upon thereafter exercising the
Warrants evidenced hereby as herein provided shall be entitled to
receive for the Exercise Price, in addition to one (1) Warrant for
each four (4) common shares held (in the case of common stock held),
or two and one-half (2 1/2) Warrants for each Class A or Class B
preferred shares held, such additional share or shares of stock or
other securities or property as the Registered Holder would have
received in the form of such dividend if he had been the holder of
record of such Warrant on the record date for the determination of
common stockholders entitled to receive such dividend.
(b) If the Company shall, while any Warrants evidenced hereby remain in
force, effect a recapitalization of such character that the Shares
covered hereby shall be changed into or become exchangeable for a
larger or smaller number of shares, then thereafter, the number of
Shares which the Registered Holder shall be entitled to purchase
hereunder, shall be increased or decreased, as the case may be, in
direct proportion to the increase or decrease in the number of Shares
of the Company by reason of such recapitalization, and the Exercise
Price (per Share) shall in the case of an increase in the number of
Shares be proportionately reduced, and in the case of a decrease in
the number of shares be proportionately increased.
(c) In case of any reorganization of the Company (or any other corporation
the stock or other securities of which are at the time receivable upon
exercise of a Warrant) or in case the Company (or any such other
corporation) shall merge into or with or consolidate with another
corporation or convey all or substantially all of its assets to
another corporation or enter into a business combination of any form
as a result of which the Share or other securities receivable upon
exercise of a Warrant are converted into other stock or securities of
the same or another corporation, then and in each such case, the
Registered Holder of a Warrant, upon exercise of the purchase right at
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any time after the consummation of such reorganization, consolidation,
merger, conveyance or combination, shall be entitled to receive, in
lieu of the Shares or other securities to which such Registered Holder
would have been entitled had he exercised the purchase right
immediately prior thereto, such stock and securities which such
Registered Holder would have owned immediately after such event with
respect to the Shares and other securities for which a Warrant may
have been exercised immediately before such event had the Registered
Holder exercised the Warrant immediately prior to such event.
The Company shall mail to the holder of this Certificate, at least twenty
(20) days prior to any Adjustment Event, a notice specifying the date on which
any such Adjustment Event is to occur together with a description thereof.
In each case of an adjustment in the Shares or other securities receivable
upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts
upon which such adjustment is based.
7. Reduction in Exercise Price at Company's Option. The Company's Board
of Directors may, at its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of the Warrants or any
shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such reduction in
the Exercise Price.
8. Notices. All notices, demands, elections, or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by facsimile or telegram to
the Company, at its principal executive office, and to the Registered Holder,
at the address of such holder as set forth on the books maintained by the
Company.
9. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance with, and governed by, the laws of the State of New
Mexico, where the Company maintains executive offices. Except as otherwise
expressly stated herein, time is of the essence in performing hereunder. The
headings of this Warrant Certificate are for convenience in reference only and
shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed as of this the _____ day of ______________________________, 1997.
GOLDEN TRIANGLE INDUSTRIES, INC.
__________________________________________
By: ____________________________________
Its: ______________________________
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<PAGE>
GOLDEN TRIANGLE INDUSTRIES, INC.
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT
TEN ENT - as tenants by the entireties Custodian
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants in common under Uniform Gifts to
Minors Act __________
(State)
Additional abbreviations may also be used though not in the above list.
FORM ASSIGNMENT
To be executed by the Registered Holder if he desires to assign Warrants
evidenced by the _______________ within Warrant Certificate.
FOR VALUE RECEIVED, _________________________________________ hereby
sells, assigns and transfers unto ____________________________________, (____)
Warrants, evidenced by the within Warrant Certificates, and does hereby
irrevocably constitute and appoint _________________________________________,
Attorney, to transfer the said Warrants evidenced by the within Warrant
Certificates on the books of the Company, with full power of substitution.
Dated: ____________________ ___________________________________
Printed Name: ____________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the Warrant Certificate in every particular, without alternation or
enlargement or any change whatsoever.
Signature Guaranteed: _____________________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
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<PAGE>
Dated: ____________________ ______________________________________
Printed Name: ____________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the Warrant Certificate in every particular, without
alternation or enlargement or any change whatsoever.
Signature Guaranteed: ___________________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
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