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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3/A1
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 or other jurisdiction of (IRS Employer
incorporation or organization) ID Number)
6314 Aspen Cove Ct., Sugar Land, Texas 77479, (281) 565-7300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
Approximate date of commencement of proposed sale: March 31, 1999
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
Proposed Proposed
Title of Maximum Maximum
Each Class Offering Aggregate Amount of
of Securities Amount to Price Per Offering Registration
to be Registered be Registered Unit Price Fee
Warrants to Pur- 300,000 (1) (1) (1)
chase Common Stock
Common Stock 300,000 $5.00 1,500,000 $442.50
Par Value $.001
(1) The Warrants will be issued to existing common shareholders at no cost
to the shareholders.
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CROSS REFERENCE SHEET
HEADING OR
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
PART I
1. Forepart of Registration Facing Page of Registra-
Statement and Outside Front tion Statement and Cover
Cover Page of Prospectus Page of Prospectus
2. Inside Front Cover and Inside Front Cover of
Outside Cover Page of Prospectus and Outside
Prospectus Cover Page of Prospectus
3. Risk Factors and Description Risk Factors, page 3,
Of Warrant Exercise Description of the Warrant
Exercise, page 5
4. Use of Proceeds Use of Proceeds, page 7
5. Determination of Offering Purchase Price, page 6
Price
6. Dilution Dilution, page 8
7. Selling Security Holders NOT APPLICABLE
8. Plan of Distribution Distribution of Warrants,
page 8
9. Description of Securities NOT APPLICABLE
10. Interest of Named Experts NOT APPLICABLE
and Counsel
11. Material Changes NOT APPLICABLE
12. Incorporation by Reference Incorporation by Reference
page 4
13. Disclosure of Commission Indemnification, page 8
Position on Indemnification
PART II
14. Other Expenses of Issuance page i
and Distribution
15. Indemnification of Directors page i
and Officers
16. Exhibits page iii
17. Undertakings page iii
Signatures page v
Index to Exhibits page vi
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GOLDEN TRIANGLE INDUSTRIES, INC.
DISTRIBUTION OF WARRANTS
ENTITLING SHAREHOLDERS TO PURCHASE COMMON STOCK
Golden Triangle Industries, Inc. is distributing warrants to its existing
common shareholders. Each common shareholder will receive 1 warrant for
every 2 shares of common stock owned as of March 31, 1999. Each 1 warrant
will entitle the shareholder to purchase 1 common share at the set price of
$5.00 per share anytime during the 90-day exercise period from March 31,
1999 through June 28, 1999. Any warrants not exercised to purchase common
stock by June 28, 1999 will expire.
The common stock is listed on the NASDAQ Market Small Capital Issues and
trades under the NASDAQ symbol GTII.
An investment in the securities being offered involves significant risks.
See Risk Factors on page 3.
You should rely only on the information contained in this document or that
we have referred to you. We have not authorized anyone to give you
information that is different. We are not making this offering in any
jurisdiction to any person to whom making the offer is unlawful. Neither
the delivery of this prospectus nor any sale made through this prospectus
will create an implication that there has been no change in the affairs of
Golden Triangle since the date of the prospectus, or that the information
in this prospectus is correct as of any time after the date of this
prospectus or the date of filing of any documents incorporated by
reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The principal executive offices of Golden Triangle are located at 6314
Aspen Cove Ct., Sugar Land, Texas 77479, telephone (281) 565-7300, fax
(281) 565-7301. The mailing address is P. O. Box 17029, Sugar Land, Texas
77496.
The date of this Prospectus is March 31, 1999.
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TABLE OF CONTENTS
RISK FACTORS 3
AVAILABLE INFORMATION 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 4
DESCRIPTION OF THE WARRANT EXERCISE 5
Purpose of the Warrants 5
Administration and Interpretation 5
Eligibility 6
Number of Shares Offered 6
Purchase Price 6
Purchases 6
Certificates 6
Reports 6
Change or Termination 6
Limitation of Liability 7
Federal Income Tax Consequences 7
Advantages and Disadvantages 7
USE OF PROCEEDS 7
DILUTION 8
DISTRIBUTION OF WARRANTS 8
INDEMNIFICATION 8
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PART I
RISK FACTORS
Fluctuations of Oil and Gas Prices
The rise and fall of the market price of oil and gas determines the amount
of revenues received by Golden Triangle through its royalty and overriding
royalty interests and through its oil field services. When oil and gas
prices go down, oil companies are less active and do not require our
services as much. The decline of oil and gas prices could adversely affect
Golden Triangle's revenues and profitability.
Mechanical Problems with Disposal Wells
If mechanical problems occur with disposal wells or other equipment, we
would be required to incur additional expense to correct the problems.
Dependence on a Customer
Golden Triangle's oil field services and rental revenues are derived
largely from one customer. Business with this customer represented 43% of
our total revenues during the first nine months of 1998. Collections of
accounts receivable from this customer are sometimes slow, but we have not
experienced any problems in ultimately collecting the receivables. Should
this customer become unable to pay its bills, Golden Triangle's related
assets and earnings would be adversely impacted.
Governmental Regulations and Securities Compliance Can Cause Changes in
Financial Condition
Governmental laws and regulations governing the petroleum industry are very
complex, particularly as they relate to the pricing, marketing and taxation
of oil and gas production and to factors affecting the environment.
Changes in these laws could have an adverse impact on Golden Triangle by
reducing revenues received from the business. Federal securities laws also
impose periodic reporting and many requirements upon all publicly traded
companies. Material changes in these laws may require us to incur
additional legal and accounting expenses to comply with the changes.
Shares May Not Increase in Value
Golden Triangle has maintained an actively traded market. However, we can
give no assurances that the market for the shares will improve. The price
of the shares has fluctuated significantly during the past two years.
Golden Triangle cannot assure a profit or protect against a loss on shares
purchased through the exercise of the warrants.
Reliance on Management
Golden Triangle is highly dependent on its Chief Executive Officer, Kenneth
Owens. The unexpected loss of the services of Kenneth Owens could have a
detrimental effect on Golden Triangle.
Authorization of Preferred Stock Can Affect Common Shareholders
Golden Triangle'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 that could affect the
rights of the holders of the common stock. As of the date of this
prospectus, 3,374 class A preferred shares are issued and 52,833 class B
preferred shares are issued.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You can read and
copy these reports at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, DC 20549, and at the SEC'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. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a web site containing reports, proxy and information statements
filed electronically (http://www.sec.gov). The common shares are traded on
NASDAQ, and you may inspect reports and other information concerning Golden
Triangle at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street N.W., Washington, DC 20006.
This prospectus is a part of a registration statement filed by Golden
Triangle with the SEC. As permitted by the rules and regulations of the
SEC, this prospectus omits certain information contained in the
registration statement, and you may refer to the registration statement for
further information about Golden Triangle and the shares of common stock
registered under the registration statement. Any statements contained in
this prospectus concerning the provisions of any document filed as an
exhibit to the registration statement or otherwise filed with the SEC are
not necessarily complete, and in each instance you should refer to the
document filed. Each such statement is made clear by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered a part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this
information.
Golden Triangle has filed the following documents with the SEC. The
documents are incorporated by reference into and made a part of this
prospectus.
(1) Form 10-K for the year ended December 31, 1997.
(2) Form 10-Q for the quarter ended March 31, 1998.
(3) Form 10-Q for the quarter ended June 30, 1998.
(4) Form 10-Q for the quarter ended September 30, 1998.
For a description of the common stock see Item 5. Market for Registrant's
Common Equity and Related Stockholder Matters in the Form 10-K for the year
ended December 31, 1997 which is incorporated by reference into this
prospectus.
All documents subsequently filed with the SEC before the termination of the
offering of common stock made by this prospectus will be deemed to be
incorporated by reference and made a part of this prospectus from the date
of filing of such documents.
We agree to provide to you, at no charge, on your written or oral request,
a copy of any or all documents incorporated by reference that we have filed
with the SEC. Requests for these documents should be directed to Golden
Triangle at P. O. Box 17029, Sugar Land, Texas 77496.
DESCRIPTION OF THE WARRANT EXERCISE
Purpose of the Warrants
The primary purpose of the warrants is to provide existing holders of
record of Golden Triangle's common stock a way to increase their holdings
through purchases from Golden Triangle without brokerage fees and at a
below-market price. In addition, purchases of common stock directly from
Golden Triangle pursuant to the warrant exercise will provide Golden
Triangle with additional capital for general corporate purposes.
Administration and Interpretation
Golden Triangle, as the agent, will administer the warrant exercise or we
may designate a successor agent. The agent acts as agent for the holders
who exercise warrants, keeps records of shareholders' accounts and performs
other duties relating to the warrant exercise. Communications with the
agent should be directed as follows:
Golden Triangle Industries, Inc.
Transfer Agent Department
104 Fossil Court
Springtown, Texas 76082
(800) 940-4484
Golden Triangle 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 Golden Triangle on March 31, 1999, the
date of the issuance of the warrants. Officers, directors and employees of
Golden Triangle are not eligible to participate.
Number of Shares Offered
As of the date of this prospectus, 300,000 shares of common stock were
registered with the SEC for sale by Golden Triangle pursuant to the warrant
exercise.
Each common shareholder will receive 1 warrant for every 2 shares of common
stock owned as of March 31, 1999, with each 1 warrant entitling the
shareholder to purchase 1 common share.
Purchase Price
The warrant exercise provides that the common shares offered will be newly
issued common shares acquired directly from Golden Triangle. Under the
warrant exercise, the Board of Directors has set the purchase price for
newly issued shares at $5.00 per share.
Purchases
You may make purchases under the warrant exercise as soon as practicable
following the date of issuance of the warrants, but in no event later than
June 28, 1999, which is 90 days after the date of issuance of the warrants.
To exercise the warrants to make a stock purchase, follow the instructions
on your enclosed warrant certificate.
Certificates
We will issue certificates for share purchases and send them to those
persons exercising warrants.
Reports
Shareholders will receive copies of all communications sent to holders of
common stock. We will address all such information to the shareholders to
the latest address of record; therefore, it is important that you promptly
notify the agent of any change of address.
Change or Termination
Golden Triangle reserves the right to amend, modify, suspend or terminate
the warrant exercise anytime. We will notify warrant holders in writing of
any material changes in the exercise. We may amend or supplement the terms
and conditions of the warrant exercise.
Limitation of Liability
The warrants provide that Golden Triangle will not 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 you will depend upon your individual circumstances
which, together with the state and local tax consequences of participation,
should be discussed with your tax advisor to determine the tax
considerations related to the purchase of shares of common stock under the
warrant exercise.
You 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 your account under the warrant exercise. Your
tax basis for shares of common stock purchased pursuant to the warrant
exercise will be equal to the cost of such shares. You will not realize
any taxable income when you receive certificates for whole shares under the
warrant exercise. Gain or loss will be realized only when you sell the
shares.
ADVANTAGES AND DISADVANTAGES
The primary advantages of the Warrant Exercise are:
We will charge no brokerage commissions or service charges to the
shareholder.
There will be an opportunity to buy shares at a discount if the market
price of the shares is above the exercise price of $5.00 per share.
The primary disadvantages of the Warrant Exercise are:
Shareholders will be limited in the number of common shares they can
purchase (1 share for every 2 shares held as of the date of the
issuance of the warrants).
The warrant exercise price, set at $5.00 per share at the time of
issuance of the warrants, may or may not be economically attractive.
Golden Triangle cannot assure a profit or protect against a loss on shares
purchased under the warrant exercise.
USE OF PROCEEDS
Shareholders will be entitled to exercise their warrants to purchase newly
issued common stock from Golden Triangle. Since it is impossible to
predict in advance how many common shares the shareholders will purchase,
we do not know the amount of proceeds to Golden Triangle at this time. We
will use all proceeds from the sale of common stock for general corporate
purposes of Golden Triangle.
DILUTION
It is impossible to determine how many of the 300,000 warrants will be
exercised to purchase common shares. If the maximum number of 300,000
common shares were issued the following would apply: The net tangible book
value of Golden Triangle's outstanding shares of common stock was $11.78
per share as of the most recent financial statements. Without taking into
account any changes in net tangible book value after that date, and giving
effect to the sale of 300,000 shares of common stock at $5.00 per share,
less estimated expenses of this offering of $12,000, the pro forma net
tangible book value of Golden Triangle would be $9.51 per share, a change
of $2.27 per share in net tangible book value to the current shareholders.
Dilution per share represents the difference between the price to be paid
by the new purchasers and the pro forma net tangible book value per share
immediately following the offering. Since the purchasers will be paying
only $5.00 per share for the shares, and the net tangible book value will
be $9.51 per share, there is no dilution to the new purchasers. In fact,
there is an increase of $4.51 per share to the purchaser, rather than a
decrease.
DISTRIBUTION OF WARRANTS
We will use no underwriters or brokers in the distribution of warrants.
Golden Triangle will pay all costs and expenses, estimated at $12,000,
associated with the issuance and distribution of the warrants. Golden
Triangle will issue and mail the warrants to existing common shareholders
when the registration statement is made effective. You may then exercise
the warrants to purchase common stock anytime during the 90-day exercise
period. Upon exercise of warrants, we will process the exercise and mail
a common stock certificate to you.
INDEMNIFICATION
Article VII of Golden Triangle'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.
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
Golden Triangle estimates the cost of issuing and distributing the warrants
to shareholders at $12,000.
Legal and accounting $ 4,200
Paper, printing, postage and mailing 7,400
Miscellaneous 400
TOTAL $12,000
In addition, there will be some costs involved in distributing the common
stock to the shareholders who exercise warrants to purchase common stock.
Predicting these expenses is not possible since it is not known how many
shareholders will exercise warrants to purchase common stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Colorado Business Corporation Act ("CBCA") provides for the
indemnification of the registrant's directors, officers, employees,
fiduciaries and agents against liabilities which they may incur in such
capacities. We provide a summary of the circumstances in which such
indemnification is allowable below, but that description is qualified
completely by reference to the relevant section of the CBCA.
In general, the CBCA provides that any director may be indemnified, by
providing advances or reimbursements against liabilities (including the
obligation to pay a judgment, settlement, penalty, fine or reasonable
expense), incurred in a proceeding (including any civil, criminal or
investigative proceeding whether threatened, pending or completed) to which
the director was made a party because he is or was a director, except that,
if the proceeding is brought by or in the right of the registrant,
indemnification is permitted only with respect to reasonable expenses
incurred in connection with the proceeding. The CBCA prohibits
indemnification of a director in connection with a proceeding brought by or
in the right of the registrant in which a director is adjudged liable to
the registrant, or in connection with any proceeding charging improper
personal benefit to the director in which the director is adjudged liable
for receipt of an improper personal benefit.
Indemnity may be provided if the director's actions resulting in the
liability: (1) were taken in good faith; (2) were reasonably believed to
have been in the registrant's best interest with respect to actions taken
in the director's official capacity; (3) were reasonably believed not to be
opposed to the registrant's best interest with respect to actions other
than those taken in the director's official capacity; and (4) with respect
to any criminal action, the director had no reasonable cause to believe his
or her conduct was unlawful.
Indemnification may be awarded only after the applicable standard of
conduct has been met by the director to be indemnified as determined by:(1)
a majority vote of a quorum of the Board of Directors or, if a quorum
cannot be obtained, by a committee consisting of directors not parties to
the proceeding; (2) by independent legal counsel selected by the Board of
Directors; or (3) by the shareholders.
The CBCA further provides that unless limited by the registrant's articles
of incorporation, a director or officer who is wholly successful, on the
merits or otherwise, in defense of any proceeding to which he was a party,
is entitled to receive indemnification against reasonable expenses,
including attorney's fees, incurred in connection with the proceeding. The
registrant's amended articles of incorporation do not limit these
provisions.
The registrant may indemnify or advance expenses to an officer, employee,
fiduciary or agent who is not a director to a greater extent than permitted
for indemnification of directors, if consistent with law and if provided
for by its articles of incorporation, bylaws, resolution of its
shareholders or directors or in a contract. The provision of
indemnification to persons other than directors is subject to such
limitations as may be imposed on general public policy grounds.
Unless limited by the registrant's articles of incorporation, upon petition
by a director or officer, a court may order the registrant to indemnify
such director or officer against liabilities arising in connection with any
proceeding. A court may order the registrant to provide such
indemnification, whether or not he was entitled to indemnification by the
registrant. To order indemnification, the court must determine that the
director or officer is fairly and reasonably entitled to indemnification
considering the circumstances. With respect to liability incurred by a
director or officer, or in any proceeding where liability results on the
basis that a personal benefit was received improperly, a court may only
require that the director or officer be indemnified as to reasonable
expenses incurred. The registrant's amended articles of incorporation do
not limit these provisions.
The CBCA specifies that any provisions for indemnification or advances
expenses to directors which may be contained in the registrant's articles
of incorporation, bylaws, resolutions of its shareholders or directors, or
in a contract (except insurance policies) will be valid only to the
extent such provisions are consistent with the CBCA and any limitations
upon indemnification set forth in the articles of incorporation.
The CBCA also grants the power to the registrant to purchase and maintain
insurance policies which protect any director, officer, employee, fiduciary
or agent against any liability asserted against or incurred by them in such
capacity arising out of their status as such. Such policies may provide
for indemnification whether or not the corporation would otherwise have the
power to provide for it. The registrant has obtained no such policies.
Article VII of the registrant'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."
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 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. If 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 of 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.
EXHIBITS
We have included copies of the following documents as exhibits to this
registration statement:
Exhibit 5.1 - Opinion of Counsel of Howard B. Siegel, Attorney-at-Law
Exhibit 20.1 - Certificate for Common Stock Purchase Warrants
Exhibit 23.1 - Consent of Independent Certified Public Accountant - BDO
Seidman, LLP
Exhibit 23.2 - Consent of Independent Certified Public Accountant -
Robert Early & Co., P.C.
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 undertakes to respond to requests for information
incorporated 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 after the effective date of the registration
statement through the date of responding to the request.
The registrant undertakes that every prospectus (1) that is filed pursuant
to paragraph 1 above or (2) 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. The
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The registrant undertakes to file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement, including a prospectus, reflecting any facts or events arising
after the effective date of the registration statement which, individually
or in the aggregate, represent a fundamental change in the information set
forth in the registration statement.
The undersigned registrant 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 incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered, 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. If 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 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, 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 Sugar Land, State of Texas, on
this the 17th day of March, 1999.
GOLDEN TRIANGLE INDUSTRIES, INC.
/s/ KENNETH OWENS
Kenneth Owens, President
Pursuant to the requirements of the Securities Exchange Act of 1933,
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 March 17, 1999
Kenneth Owens, Chairman of the Board
and President
/s/ ROBERT EARLY March 17, 1999
Robert Early, Chief Financial Officer,
Principal Accounting Officer
/s/ HOWARD B. SIEGEL March 17, 1999
Howard B. Siegel, Director
/s/ KAREN LEE March 17, 1999
Karen Lee, Director
/s/ GLENN GAGNON March 17, 1999
Glenn Gagnon, Director
/s/ DAVID MCFARLANE March 17, 1999
David McFarlane, Director
INDEX TO EXHIBITS
Exhibit 5.1 - Opinion of Counsel of Howard B. Siegel, Attorney-at-Law
Exhibit 20.1 - Certificate for Common Stock Purchase Warrants
Exhibit 23.1 - Consent of Independent Certified Public Accountant - BDO
Seidman, LLP
Exhibit 23.2 - Consent of Independent Certified Public Accountant -
Robert Early & Co., P.C.
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EXHIBIT 5.1
HOWARD B. SIEGEL
ATTORNEY AT LAW
P. O. BOX 940572
HOUSTON, TEXAS 77094
713-513-0152
March 15, 1999
Golden Triangle Industries, Inc.
P. O. Box 17029
Sugar Land, TX 77496-7029
Re: Registration Statement on Form S-3 - Common Stock issued upon exercise
of 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
300,000 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 my capacity as general counsel to the Company, I have examined the
original, certified, conformed, photostat or other copies of the Company's
Certificate of Incorporation (as amended), By-Laws and corporate
resolutions provided to me by the Company. In all such examinations, I
have assumed the genuineness of all signatures on original documents, and
the conformity to originals or certified documents of all copies submitted
to me as conformed, photostat or other copies. In passing upon certain
corporate records and the documents of the Company, I have necessarily
assumed the correctness and completeness of the statements made or included
therein by the Company, and I express no opinion thereon.
Based upon and in reliance of the foregoing, I am of the opinion that the
Common Stock, when issued in accordance with the terms of the Warrants,
will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration Statement
on Form S-3 to be filed with the Commission.
Very truly yours,
/s/ HOWARD B. SIEGEL
Howard B. Siegel
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EXHIBIT 20.1
GOLDEN TRIANGLE INDUSTRIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
No. 99 - Common Stock
Purchase Warrants
CERTIFICATE FOR COMMON 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 received one (1) Warrant for each two (2) shares of
common stock owned as of March 31, 1999. In the case of fractional shares,
the Registered Holder's shares were 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 $5.00 (the "Exercise Price") at any time
during the Exercise Period, as hereinafter defined, upon surrender of this
Warrant Certificate accompanied by payment of the Exercise Price at the
transfer agent office of the Company.
Upon due presentment for transfer of this Warrant Certificate at the
transfer agent office of the Company, a new Warrant Certificate 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.
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 March 31, 1999, 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 June 28, 1999 (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 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 the 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 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 government charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant Shares on exercise of the Warrants. In
the event the 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 or Transfer. The Warrant Certificates may be transferred
in whole or in part, provided 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 or 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
transfer shall be duly endorsed (signature guaranteed) 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
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 Events"), 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 its 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 two (2) common 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 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 of
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
Texas, 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 31st day of March, 1999.
GOLDEN TRIANGLE INDUSTRIES, INC.
/s/ KENNETH OWENS
By: Kenneth Owens
Its: President
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IF YOU WISH TO EXERCISE WARRANTS TO PURCHASE COMMON SHARES PLEASE FILL OUT
AND RETURN THIS PAGE ALONG WITH THE FRONT PAGE OF THE WARRANT CERTIFICATE
(page showing certificate number and number of warrants). Mail to: Golden
Triangle Industries, Inc., 104 Fossil Court, Springtown, Texas 76082. If
you choose to transfer the warrants to a different name, please use the
Form Assignment on page 6.
TO: Golden Triangle Industries, Inc.
I would like to exercise Warrant Certificate No. 99 - to purchase
shares of Common Stock of Golden Triangle Industries, Inc. Enclosed
is my check for ($5.00 per share).
Dated:
Signature(s) of Owner(s)
IF YOU ARE EXERCISING WARRANTS TO PURCHASE COMMON SHARES WHICH WILL REMAIN
IN THE SAME NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IT IS
NOT NECESSARY TO FILL OUT THE FOLLOWING FORM ASSIGNMENT. PLEASE USE THIS
FORM ONLY IF YOU WISH TO TRANSFER WARRANTS OR SHARES TO BE PURCHASED OUT OF
YOUR NAME TO A DIFFERENT NAME AND BE SURE TO HAVE SIGNATURE MEDALLION STAMP
GUARANTEED BY A BANK OR BROKERAGE FIRM (NOT A NOTARY).
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian under Uniform Gifts to
(Cust) (Minor)
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
(Please print or typewrite name, address, and social security number of
assignee)
( ) Warrants, evidenced by the within Warrant Certificate, and does
hereby irrevocably constitute and appoint
attorney, to transfer the said Warrants evidenced by the within Warrant
Certificate on the books of the Company, with full power of substitution.
Dated:
Signature of Owner(s)
Printed Name:
NOTICE: The above signature must correspond with the name as written upon
the face of the Warrant Certificate in every particular, without alteration
or enlargement or any charge whatsoever.
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO SEC RULE 17Ad-15.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Golden Triangle Industries, Inc.
Sugar Land, Texas
We hereby consent to the incorporation by reference in the prospectus
constituting a part of this Registration Statement of our report dated
February 18, 1998, relating to the consolidated financial statements of
Golden Triangle Industries, Inc. and subsidiaries appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Denver, Colorado
March 17, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Golden Triangle Industries, Inc.
Sugar Land, Texas
We hereby consent to the incorporation by reference in the prospectus
constituting a part of this Registration Statement of our report dated
March 16, 1997, relating to the consolidated financial statements of Golden
Triangle Industries, Inc. and subsidiaries appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
We are no longer independent with regard to the Registrant.
/s/ ROBERT EARLY & CO., P.C.
Robert Early & Co., P.C.
Abilene, Texas
March 17, 1999
