As filed with the Securities
and Exchange Commission on July 16, 1997 Registration No. _______
---------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRIANGLE IMAGING GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2493183
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
4400 West Sample Road, Suite 228, Coconut Creek, Florida 33073
(954) 968-2080 (Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Professional Consulting Agreement between Triangle Imaging Group, Inc.
and Scott R. Sieck, Anthony V. Yonadi and Richard P. Greene
(Full title of the plan)
Richard P. Greene, P.A.
2455 East Sunrise Boulevard, Suite 905, Fort Lauderdale, Florida
33304 (305) 564-6616 (Address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum Amount
of Securities Amount Offering Aggregate of
to be to be Price per Offering Registration
Registered Registered Share/Option Price Fee
- --------------------------------------------------------------------------------
Scott R. Sieck:
Common Stock(1)(2) 75,000 $0.625 $46,875 $15.47
Anthony V. Yonadi:
Common Stock(1)(2) 75,000 $0.625 $46,875 $15.47
Richard P. Greene:
Common Stock(1)(2) 6,000 $0.625 $3,750 $1.24
TOTAL $32.18(3)
---------------------------------------------------------------------
(1) Represents shares issuable under certain conditions to Scott R. Sieck,
Anthony V. Yonadi, and Richard P. Greene.
(2) The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are
estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(a).
(3) Reflects the required filing fee.
1
<PAGE>
PART I
Item 1. Plan Information.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997;
(c) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement that registers securities covered
hereunder that remain unsold.
Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company's authorized capitalization is 50,000,000 shares of common stock, $.001
par value, and 1,000,000 shares of preferred stock, $1.00 par value, of which
8,929,666 shares of common stock are issued and outstanding.
Holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors. The Company's board of
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but
2
<PAGE>
unissued shares of Common Stock, which would reduce the percentage ownership of
the Company of its shareholders and which would dilute the book value of the
Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after the satisfaction of all liabilities. Holders of Common
Stock are entitled to receive such dividends as the board of directors may from
time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years the Company has not paid cash
dividends on its Common Stock and does not anticipate that it will pay cash
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Florida corporation. The Florida Corporation Code
provides authority for broad indemnification of directors, officers, employees
and agents. The Registrant's Restated Articles of Incorporation as Amended
incorporate the indemnification provisions of the Florida Corporation Code to
the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
3
<PAGE>
Item 8. Exhibits
Exhibit Description
3.1 Restated Articles of Incorporation and Amendments to Articles
of Incorporation
3.2 Bylaws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Professional Consulting Agreement between the Registrant and
Scott R. Sieck, dated July 11, 1997
10.2 Professional Consulting Agreement between the Registrant and
Anthony V. Yonadi, dated July 9, 1997
10.3 Employment and Fee Agreement between the Registrant and
Richard P. Greene, dated July 8, 1997
24.1 Consent of Richard P. Greene, P.A.
24.2 Consent of Mazars & Guerard, LLP
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose 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 offered at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4
<PAGE>
B. The undersigned Registrant hereby 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
C. 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
indemnification by it is against public policy as expressed in the Act and will
be governed by final adjudication of such issue.
5
<PAGE>
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 the Registration Statement on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Coconut Creek, State of
Florida, on this 11th day of July, 1997.
Triangle Imaging Group, Inc.
By: /s/ Vito Bellezza
Vito Bellezza, President
6
<PAGE>
EXHIBIT INDEX
Exhibit Description
3.1 Restated Articles of Incorporation and Amendments to
Articles of Incorporation
3.2 Bylaws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Professional Consulting Agreement between the Registrant and
Scott R. Sieck, dated July 11, 1997
10.2 Professional Consulting Agreement between the Registrant and
Anthony V. Yonadi, dated July 9, 1997
10.3 Employment and Fee Agreement between the Registrant and
Richard P. Greene, dated July 8 1997
24.1 Consent of Richard P. Greene, P.A.
24.2 Consent of Mazars & Guerard, LLP
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
AND
AMENDMENTS TO ARTICLES OF INCORPORATION
================================================================================
<PAGE>
ARTICLES OF INCORPORATION
OF BENEFIT PERFORMANCES OF AMERICA, INC.
ARTICLE I
NAME
The name of the corporation is Benefit Performances of America, Inc.
ARTICLE II
DURATION AND COMMENCEMENT OF EXISTENCE
This corporation shall commence on upon filing with the Secretary of
State. This corporation shall have perpetual existence.
ARTICLE III
PURPOSE
This corporation is organized for the purpose of transacting any or all
lawful business for which corporations may be incorporated under Chapter 607 of
the Florida Statutes.
ARTICLE IV
CAPITAL STOCK
This corporation is authorized to issue Fifty Million (50,000,000)
shares of .0001 par value common stock.
ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this corporation
is 414 Northeast 4th Street, Fort Lauderdale, Florida 33301, and the name of the
initial Registered Agent of this corporation at that address is JEROME L. TEPPS.
ARTICLE VI
INITIAL BOARD OF DIRECTORS
This corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time by the By-Laws
but shall never be less than one nor more than five. The name and address of the
initial director of this corporation is:
<PAGE>
NAME ADDRESS
JERRY KRITZ 2929 East Commercial Blvd.
Fort Lauderdale, Florida
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles or Incorporation this 12th day of November, 1984.
/s/ Jerry Kritz_____
JERRY KRITZ
STATE OF FLORIDA)
ss:
COUNTY OF BROWARD)
BEFORE ME, a Notary Public authorized to take acknowledgments in the
State and County set forth above, personally appeared Jerry Kritz known to me
and known by me to be the person who executed the foregoing Articles of
Incorporation, and he acknowledged before me that he executed these Articles of
Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal in
the State and County above mentioned, this 12th day of November, 1984.
----------------------
NOTARY PUBLIC/STATE
OF FLORIDA AT LARGE
my commission expires: 3/22/86
<PAGE>
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMED HERE UPON WHOM PROCESS
MAY BE SERVED.
Pursuant to Section 48.091 and Section 607.034(3), Florida Statutes,
the following is submitted in compliance with said Sections:
Benefit Performances of America, Inc., desiring to organize under the
Laws of the State of Florida with its registered office as indicated in the
Articles of Incorporation, at 414 Northeast 4th Street, Fort Lauderdale, Florida
33301, has named JEROME L. TEPPS, located at 414 Northeast 4th Street, Fort
Lauderdale, County of Broward, State of Florida, as its Agent to accept service
of process within this State.
CONSENT OF REGISTERED AGENT
Having been named to accept service of process for the above named
corporation, at the place designated in this Certificate, I hereby accept to act
in this capacity, and agree to comply with the provisions of said Sections
relative to keeping open said office.
/s/Jerome Tepps______
REGISTERED AGENT
JEROME L. TEPPS
<PAGE>
ARTICLES OF AMENDMENT BY THE
BOARD OF DIRECTORS AND SHAREHOLDERS
TO THE ARTICLES OF INCORPORATION
OF
THE TRIANGLE GROUP, INC.
Pursuant to the provisions of Article 607.1006 of the Florida Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is THE TRIANGLE GROUP, INC.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by
the board of directors on February 21, 1994 and by the shareholders of the
corporation on March 30, 1994:
The amendment alters Article IV of the Articles of Incorporation to
increase the number of shares of Common Stock authorized and the par value of
such Common Stock to 25,000,000 shares with a par value of $.001 per share and
to authorize a class consisting of 1,000,000 shares of Preferred Stock with a
par value of $1.00 per share, and to read in full as follows:
"The total number of shares of stock which the Corporation shall have
the authority to issue is twenty-six million (26,000,000) shares, consisting of
twenty-five million (25,000,000) shares of Common Stock having a par value of
$.001 per share and one million (1,000,000) shares or Preferred Stock having a
par value of $1.00 per share.
A. Preferred Stock
The Board of Directors is authorized, subject to the limitations
prescribed by law and the provisions of this Article, to provide
for the issuance of the shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the
State of Florida, to establish from time to time the number of
shares to be included in each such series and to fix the
designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions
thereof.
1. The authority of the Board with respect to each series shall include, but
not be limited to, determination of the following:
a. The number of shares constituting that series and the distinctive
designation of that series;
<PAGE>
b. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
c. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and if so, the terms of such voting rights;
d. Whether that series shall have conversion privileges and, if so, the terms
and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall
determine;
e. Whether or not the shares of that series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
f. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms and amount of such
sinking fund;
g. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that
series; and
h. Any other relative rights, preferences and limitations of that series.
2. Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment on Common Stock with respect to the same
dividend period.
3. If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all of series of
Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect
thereto.
4. Unless otherwise provided in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred Stock, no
holder of Preferred Stock shall have any pre-emptive right as such holder
to subscribe for, purchase or receive any part of any new or additional
issue of capital stock of any class or series, including unissued and
treasury stock, or obligations or other securities convertible into or
exchangeable for capital stock of any class or series, or warrants or other
instruments evidencing rights or options to subscribe for, purchase or
receive any capital stock of any class or series, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.
<PAGE>
B. Common Stock
1. Subject to the prior and superior rights of the Preferred Stock
and on the conditions set forth in the foregoing parts of this
Article or in any resolution of the Board of Directors providing
for the issuance of any particular series of Preferred Stock, and
not otherwise, such dividends (payable in cash, stock or
otherwise) as may be determined by the Board of Directors may be
declared and paid on the Common Stock from time to time out of any
finds legally available therefor.
2. Except as otherwise provided by law, by this Certificate of
Incorporation or by the resolution or resolutions of the Board of
Directors providing for the issue of any series of the Preferred
Stock, the Common Stock shall have the exclusive right to vote for
the election of directors and for all other purposes, each holder
of the Common Stock being entitled to one vote for each share
held.
3. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock of each series shall have been paid
in full the amount to which they respectively shall be entitled,
or a sum sufficient for such payments in assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock
in accordance with their "respective rights and interests, to the
exclusion of the holders of the Preferred Stock."
ARTICLE THREE
The only group entitled to vote on such amendment are the holders of
the Company's Common Stock. The number of votes cast for the amendment by such
group was sufficient for approval of the amendment.
DATED this 30th day of March, 1994.
THE TRIANGLE GROUP, INC.
By:/s/Vito Bellezza_______
Vito Bellezza
President
<PAGE>
ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS OF THE
ARTICLES OF INCORPORATION
OF
BENEFIT PERFORMANCES OF AMERICA, INC.
Pursuant to the provisions of Article 607.187 of the Florida
Corporation Act, the undersigned corporation adopts the following Article of
Amendment to its Articles of Incorporation.
ARTICLE I
The name of the corporation is Benefit Performances of America, Inc.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation on July 18, 1988, at a special meeting of
the shareholders.
Article IV of the Articles of Incorporation is hereby amended as
follows:
The aggregate number of shares which the corporation shall
have authority to issue is 750,000,000 shares with a par value
of one hundred thousandths of a cent (.00001) per share.
ARTICLE III
The number of shares of the corporation outstanding at the time of the
adoptions was 24,033,450; and the number of shares entitled to vote on the
amendment was 24,033,450.
ARTICLE IV
The number of shares which voted for the amendment, and the number of
shares which voted against the amendment was as follows:
FOR: 22,037,860 VOTES
AGAINST: 1,000 VOTES
ABSTAIN: 1,994,590 VOTES
Dated this 19th day of September, 1988.
BENEFIT PERFORMANCES OF
AMERICA, INC.
By: /s/CARL H. CANTER_________
CARL H. CANTER, President
<PAGE>
By: /s/ROBERTA WEHR___________
ROBERTA WEHR, Secretary
By: /s/HANK VANDERKAM_________
HANK VANDERKAM,
Assistant Secretary
ACKNOWLEDGMENT
The undersigned acknowledges that he is the duly elected qualified and
acting Assistant Secretary of Benefit Performances of America, Inc., a Florida
corporation (the "Company"), and that the foregoing is a true and correct copy
of the Articles of Amendment duly adopted by the vote of the requisite number of
shareholder votes of the Company.
DATED this 19th day of September , 1988.
By: /s/HANK VANDERKAM________
HANK VANDERKAM,
Assistant Secretary
STATE OF TEXAS $
$
COUNTY OF HARRIS $
SUBSCRIBED AND SWORN TO before me, by the said HAND VANDERKAM this 19th
day of September, 1988, to certify which, witness my hand and seal of office.
----------------------------
Notary Public in and for the
State of T E X A S
----------------------------
Printed Name of Notary Public
My Commission Expires: _______
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE TRIANGLE GROUP, INC.
(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
TRIANGLE IMAGING GROUP, INC.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if
not contained in the amendment itself, are as follows:
<PAGE>
THIRD: The date of each amendment's adoption: April 6, 1995.
FOURTH: Adoption of Amendment(s) (CHECK ONE)
|_| The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) were/was sufficient for
approval.
|_| The amendment(s) was/were approved by the shareholders through
voting groups. The following statement must be separately
provided for each voting group entitled to vote separately on
the amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by_____________________."
voting group
|_| The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
|_| The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this day 12th of April, 1995.
Signature
(By the Chairman or Vice Chairman of the Board of Directors, President or other
officer if adopted by the shareholder) OR
(By a director if adopted by the directors)
OR
(By and incorporator if adopted by the incorporators)
------------------------------------------------------
Typed or printed name
-------------------------------------------------------
Title
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TRIANGLE IMAGING GROUP, INC.
The Articles of Incorporation of the above-named corporation (the
"Corporation"), filed with the Department of State on the 12th day of December,
1984 and assigned Document Number H33728, are hereby amended pursuant to a
written consent in lieu of meeting executed by the holders of all of the
Corporation's Common Stock and all of the Corporation's Directors on the 4th day
of April, 1995, as follows:
ITEM 1
1. ARTICLE IV - CAPITAL STOCK is hereby amended to read as follows:
ARTICLE IV
CAPITAL STOCK
The total number of shares of stock which the Corporation shall
have the authority to issue is fifty one million (51,000,000) shares, consisting
of fifty million (50,000,000) shares of Common Stock having a par value of $.001
per share and one million (1,000,000) shares of Preferred Stock having a par
value of $1.00 per share.
This Articles of Amendment to the Articles of Incorporation was adopted
by the shareholders and directors on the 4th day of April, 1995.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Articles of Incorporation this 4th day of April, 1995.
By:/s/Vito Bellezza____________________
Vito Bellezza, President and Secretary
<PAGE>
ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF
THE TRIANGLE GROUP, INC.
Pursuant to the provisions of Article 607.187 of the Florida Corporation Act,
the undersigned corporation adopts the following Article of Amendment to its
Articles of Incorporation.
ARTICLE I
The name of the corporation is The Triangle Group, Inc.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on September 18, 1989, at a special meeting
of the shareholders.
Article IV of the Articles of Incorporation is hereby amended as
follows:
The aggregate number of shares which the Corporation shall have
authority to issue is 10,714,286 shares with a par value of seven
hundredths of a cent ($.0007) per share.
ARTICLE III
The number of shares of the Corporation outstanding at the time of the
adoptions was 33,797,535 and the number of shares entitled to vote on the
amendment was 33,797,535.
ARTICLE IV
The number of shares which voted for the amendment and the number of
shares which voted against the amendment was as follows:
FOR: 22,352,507 VOTES
AGAINST: 16,049 VOTES
ABSTAIN: 17,079 VOTES
Dated this 25th day of September, 1988.
THE TRIANGLE GROUP, INC.
By: /s/THOMAS SECRETO_________
THOMAS SECRETO, President
By: /s/ARTHUR MARINO__________
ARTHUR MARINO, Secretary
<PAGE>
ACKNOWLEDGMENT
The undersigned acknowledges that he is the duly elected qualified and
acting SECRETARY of THE TRIANGLE GROUP, INC., a Florida corporation (the
"Company"), and that the foregoing is a true and correct copy of the Articles of
Amendment duly adopted by the vote of the requisite number of shareholder votes
of the Company.
DATED this 25th day of September , 1989.
By: /s/ARTHUR MARINO__________
ARTHUR MARINO, Secretary
STATE OF NEW YORK $
$
COUNTY OF NASSAU $
SUBSCRIBED AND SWORN TO BEFORE ME, by the said ARTHUR MARINO this 25th
day of September, 1989, to certify which, witness my hand and seal of office.
/S/ESTELLE PORTANOVA________
Notary Public in and for the
State of NEW YORK
ESTELLE PORTANOVA____________
Printed Name of Notary Public
My Commission Expires: 5/11/91
<PAGE>
ARTICLES OF AMENDMENT BY THE
SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF
BENEFIT PERFORMANCES OF AMERICA, INC.
Pursuant to the provisions of Article 607.187 of the Florida
Corporation Act, the undersigned corporation adopts the following Article of
Amendment to its Articles of Incorporation.
ARTICLE I
The name of the Corporation is Benefit Performances of America, Inc.
ARTICLE II
The following amendment of the Articles of Incorporation was adopted by
the shareholders of the corporation on October 27, 1988, at the annual meeting
of the shareholders.
Article I of the Articles of Incorporation is hereby amended to read in
full as follows:
The name of this Corporation is The Triangle Group, Inc.
ARTICLE III
The number of shares of the corporation outstanding at the time of the
adoptions was 334,609,076; and the number of shares entitled to vote on the
amendment was 334,609,076.
ARTICLE IV
The number of shares which voted for the amendment, and the number of
shares which voted against the amendment was as follows:
FOR: 220,866,978 VOTES
AGAINST: 0 VOTES
ABSTAIN: 113,742,098 VOTES
Dated this 14th day of November, 1988.
BENEFIT PERFORMANCES OF
AMERICA, INC.
By: /S/DAVID RIBA____________
DAVID RIBA, President
By: /S/THOMAS SECRETO________
THOMAS SECRETO, Secretary
<PAGE>
ACKNOWLEDGMENT
The undersigned acknowledges that he is the duly elected qualified and
acting Secretary of Benefit Performances of America, Inc., a Florida corporation
(the "Company"), and that the foregoing is a true and correct copy of the
Articles of Amendment duly adopted by the vote of the requisite number of
shareholder votes of the Company.
DATED this 8th day of November , 1988.
By: /S/THOMAS SECRETO_______
THOMAS SECRETO, Secretary
STATE OF NEW YORK $
$
COUNTY OF NASSAU $
SUBSCRIBED AND SWORN TO before me, by the said THOMAS SECRETO this 15th
day of November, 1988, to certify which, witness my hand and seal of office.
/S/ESTELLE PORTANOVA
Notary Public in and for the
State of NEW YORK
ESTELLE PORTANOVA____________
Printed Name of Notary Public
My Commission Expires: 5/11/89
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
THE TRIANGLE GROUP, INC.
Pursuant to the provisions of Section 607.194 of the Florida General Corporation
Act, The Triangle Group, Inc., originally incorporated under the name Benefit
Performances of America, Inc. on December 12, 1984, adopts these restated
Articles of Incorporation. These restated Articles of Incorporation have been
duly adopted by the directors of the corporation, only restate and integrate the
provisions of the corporation's articles of incorporation as theretofore amended
and do not furthor amend the provisions of the corporation's articles of
incorporation except as permitted pursuant to Section 607.104(4) of the Florida
General Corporation Act, and there is no discrepancy between the corporation's
articles of incorporation as theretofore amended and the provisions of the
restated articles of incorporation other than the inclusion of amendments
adopted pursuant to Section 607.194(4) and the omission of matters of historical
interest.
ARTICLE ONE
The following amendment to the Articles of Incorporation was adopted,
pursuant to Sections 607.187 and 607.194(4) of the Florida General Corporation
Act, by the shareholders of the corporation on June 6, 1989 at the annual
meeting of the shareholders.
Article IV of the Articles of Incorporation is hereby amended as
follows:
The aggregate number of shares which the corporation shall have
authority to issue is 75,000,000 shares with a par value of one hundredth of a
cent ($.0001) per share.
ARTICLE TWO
The Articles of Incorporation, as restated and amended by these
restated Articles of Incorporation, are set forth below:
Article I
NAME
The name of the corporation is The Triangle Group, Inc.
Article II
DURATION
This corporation shall have perpetual existence.
<PAGE>
Article III
PURPOSE
This corporation is organized for the purpose of transacting any or all
lawful business for which corporations may be incorporated under Chapter 607 of
the Florida Statues.
Article IV
CAPITAL STOCK
The aggregate number of shares which the corporation shall have
authority to issue is 75,000,000 shares with a par value of one hundredth of a
cent ($.0001) per share.
Article V
INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
THE TRIANGLE GROUP, INC.
By: /S/Thomas Secreto________
Thomas Secreto, President
By: /S/Arthur Marino__________
Arthur Marino, Secretary
By: /S/ Gerald Matis__________
Gerald Matis, Director
By: /S/Arthur J. Harino_______
Arthur J. Marino, Director
By: /S/David Riba_____________
David Riba, Director
By: /S/Douglas Castle_________
Douglas Castle, Director
By: /S/Robert Montelione______
Robert Montelione, Director
<PAGE>
FLORIDA DEPARTMENT OF STATE
Jim Smith
Secretary of State
July 31, 1989
Michael Sanders
VANDERKAM & SANDERS
1800 Smith Street, Suite 4800
Houston, Texas 77002
RE: Document Number H33728
Dear Mr. Sanders:
This will acknowledge receipt of your Restated Articles of Incorporation for THE
TRIANGLE GROUP, INC., which were filed on July 31, 1989. Your remittance
totaling $20.00 has been received.
Should you have any questions regarding this matter, please telephone (904)
487-6050, the Amendment Filing Section.
TERESA POWELL
Division of Corporations
EXHIBIT 3.2
BYLAWS OF THE REGISTRANT
================================================================================
<PAGE>
AMENDED BYLAWS
OF
THE TRIANGLE GROUP, INC.
(amended and effective as of March 30, 1994)
ARTICLE I
OFFICES
1.01 REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be maintained at the
offices of CT Corporation in Miami, Florida. The registered office or the
registered agent, or both, may be changed by resolution of the Board of
Directors, upon filing the statement required by law.
1.02 PRINCIPAL OFFICE
The principal office of the Corporation shall be at 56 W. Main Street,
Bay Shore, New York, provided that the Board of Directors shall have power to
change the location of the principal office in its discretion.
1.03 OTHER OFFICES
The Corporation may also maintain other offices at such places within
or without the State of Florida as the Board of Directors may from time to time
appoint or as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
2.01 PLACE OF MEETING
All meetings of shareholders, both regular and special, shall be held
either at the principal office of the Corporation, or at such other place as
shall be designated in the notice of the meeting.
2.02 ANNUAL MEETING
If the election of directors shall not be held on the day above
designated for the annual meeting, the Board of Directors shall cause the
election to be held as soon thereafter as conveniently may be at a special
meeting of the shareholders called for the purpose of holding such election.
The annual meeting of shareholders may be held for any other purpose in
addition to the election of directors which may be specified in a notice of such
meeting. The meeting may be called by resolution of the
<PAGE>
Board of Directors or by a writing filed with the secretary signed either by a
majority of the directors or by shareholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote at any such meeting.
2.03 NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, secretary or the officer or person calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
share transfer books of the Corporation, with postage thereon prepaid.
2.04 VOTING OF SHARES
Each outstanding share, regardless of class, shall be entitled to one
vote on on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation or by law.
Treasury shares, shares of its own stock owned by another corporation
the majority of the voting stock of which is owned or controlled by this
Corporation, and shares of its own stock held by this corporation in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding shares at any
given time.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall it remain irrevocable for a
period of more than eleven (11) months.
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or if authorized by the Articles of
Incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.
2.05 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of
<PAGE>
Directors may provide that the share transfer books shall be closed for a stated
period not exceeding sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the bylaws or, in the absence of an applicable bylaw, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, not later than sixty (60) days and, in case of a
meeting of shareholders, not earlier than ten (10) days, prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of share transfer books and the
stated period of closing has expired.
2.06 QUORUM OF SHAREHOLDERS
Unless otherwise provided in the Articles of Incorporation, the
holders of a majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders, but in no
event shall a quorum consist of the holders of less than one-third (1/3) of the
shares entitled to vote and thus represented at such meeting. The vote of the
holders of & majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law, the Articles of
Incorporation or the Bylaws.
2.07 VOTING LISTS
The officer or agent having charge of the share transfer books for the
shares of the Corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
2.08 ACTION BY CONSENT OF SHAREHOLDERS
In lieu of a formal meeting, action may be taken by written consent of
such number of the shareholders as is required by either State law or the
Corporation's Bylaws for passage of such corporate action.
<PAGE>
ARTICLE III
DIRECTORS
3.01 BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by a Board
of Directors. Directors need not be residents of the State of Florida or
shareholders in the Corporation.
3.02 NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be not less than three (3) nor more than
seven (7) as fixed from time to time by the Directors provided that the number
may be increased or decreased from time to time by an amendment to these Bylaws,
but no decrease shall have the effect of shortening the term of any incumbent
director. At each annual election the shareholders shall elect directors to hold
office until the next succeeding annual meeting. 3.03 VACANCIES
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the remaining directors, though less than a quorum of the
Board. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose.
3.04 QUORUM OF DIRECTORS
A majority of the Board of Directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
3.O5 ANNUAL MEETING OF DIRECTORS
Within thirty (30) days after each annual meeting of shareholders, the
Board of Directors elected at such meeting shall hold an annual meeting at which
they shall elect officers and transact such other business as shall come before
the meeting.
3.06 REGULAR MEETING OF DIRECTORS
A regular meeting of the Board of Directors may be held at such time as
shall be determined from time to time by resolution of the Board of Directors.
3.07 SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the Board of Directors
whenever requested to do so by the President or by two directors. Such special
meeting shall be held at the time specified in the notice of meeting.
<PAGE>
3.08 PLACE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or special)
shall be held either at the principal office of the Corporation or at such other
place, either within or without the State of Florida, as shall be specified in
the notice of meeting.
3.09 NOTICE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or special)
shall be held upon five (5) days written notice stating the date, place and hour
of meeting delivered to each director either personally or by mail or at the
direction of the president or the secretary or the officer or person calling the
meeting.
In any case where all of the directors execute a waiver of notice of
the time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Florida) specified in the
waiver of notice. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where the directors attends a meeting
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
3.10 COMPENSATION
Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each annual, regular or
special meeting of the Board, provided, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
3.11 ACTION BY CONSENT OF DIRECTORS
In lieu of a formal meeting, action may be taken by written consent of
such number of the directors as is required by either State law or the
Corporation's Bylaws for passage of such corporate action.
3.12 COMMITTEES
The board of directors may, by resolution passed by a majority of the
whole board, designate an executive committee and one or more other committees,
each committee to consist of one or more of the directors of the Corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.
<PAGE>
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to making, altering or repealing any bylaw of the
Corporation; electing or appointing any director, or removing any officer or
director; submitting to shareholders any action that requires shareholders'
approval; or amending or repealing any resolution theretofore adopted by the
board which by its terms is amendable or repealable only by the board. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee
shall keep regular minutes of its meetings and report the same to the board of
directors when required.
ARTICLE IV
OFFICERS
4.01 OFFICERS ELECTION
The officers of the Corporation shall consist of a president, one or
more vice presidents, a secretary, and a treasurer. The board of directors may
also choose, at its discretion, a Chairman of the Board, one or more assistant
secretaries and one or more assistant treasurers. All such officers shall be
elected at the annual meeting of the Board of Directors provided for in Article
III, Section 5. If any office is not filled at such annual meeting, it may be
filled at any subsequent regular or special meeting of the Board. The Board of
Directors at such annual meeting, or at any subsequent regular or special
meeting may also elect or appoint such other officers and assistant officers and
agents as may be deemed necessary. Any two or more offices may be held by the
same person, except the offices of president and secretary.
All officers and assistant officers shall be elected to serve until the
next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided, that any officer
or assistant officer elected or appointed by the Board of Directors may be
removed with or without cause at any regular or special meeting of the Board
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term as shall be specified, subject to like right of
removal by the Board of Directors.
4.02 VACANCIES
If any office becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.
4.03 POWER OF OFFICERS
Each officer shall have, subject to these Bylaws, in addition to the
duties and powers specifically set forth herein, such powers and duties as are
commonly incident to his office and such duties and powers as the Board of
Directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the Board of
Directors. The president may secure the fidelity of any and all officers by bond
or otherwise.
<PAGE>
4.04 PRESIDENT
The president shall be the chief executive officer of the Corporation.
He shall preside at all meetings of the directors and shareholders. He shall see
that all orders and resolutions of the Board are carried out, subject however,
to the right of the directors to delegate specific powers, except such as may be
by statute exclusively conferred on the president, to any other officers of the
Corporation.
HF or any vice president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the Corporation, and, when
authorized by the Board, he or any vice president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary. He or any vice
president shall sign certificates of stock.
The president shall be ex-officio a member of all standing committees.
He shall submit a report of the operations of the Corporation for the
year to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.
4.05 VICE PRESIDENT
The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president, and they
shall perform such other duties as the Board of Directors shall prescribe.
4.06. SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meetings of the Board and all meetings
of the shareholders and shall record all votes and the minutes of all
proceedings and shall perform like duties for the standing committees when
required. He shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board of Directors and shall perform such
other duties as may be prescribed by the Board. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of an assistant secretary.
The assistant secretary shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall perform such other duties as the Board of Directors shall prescribe.
In the absence of the secretary or an assistant secretary, the minutes
of all meetings of the Board and shareholders shall be recorded by such person
as shall be designated by the president or by the Board of Directors.
<PAGE>
4.07 TREASURER AND ASSISTANT TREASURERS
The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall keep and maintain the Corporation's books of account and
shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the Corporation and
exhibit his books,records and accounts to the presidentor directors at any time.
He shall disburse funds for capital expenditures as authorized by the
Board of Directors and in accordance with the orders of the president, and
present to the president for his attention any requests for disbursing funds if
in the judgment of the treasurer any such request is not properly authorized.
He shall perform such other duties as may be directed by the Board of
Directors or by the president. If required by the Board of Directors,
he shall give the corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
The assistant treasurers in the order of their seniority shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer, and they shall perform such other duties as the Board
of Directors shall prescribe.
ARTICLE V
CERTIFICATES OF STOCK: TRANSFER, ETC
5.01 CERTIFICATES OF STOCK
The certificates for shares of stock of the Corporation shall be
numbered and shall be entered in the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
president or a vice president and the secretary or an assistant secretary or if
the Board of Directors determines, by any one of the adore named officers and
shall be sealed with the seal of the Corporation or a facsimile thereof. If the
Corporation has a transfer agent or a registrar, other than the Corporation
itself or an employee of the Corporation, the signatures of any such officer may
be facsimile. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before said certificate or
certificates shall have been issued, such certificate may nevertheless be issued
by the Corporation with the same effect as though the person or persons who
signed such certificates or whose facsimile signature or signatures shall have
been used thereon had been such officer or officers at the date of its issuance.
Certificates shall be in such form as shall in conformity to law be prescribed
from time to time by the Board of Directors.
<PAGE>
The Corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.
5.02 TRANSFERS OF SHARES
Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
5.03 REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
5.04 LOST CERTIFICATE
The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost. When
authorizing such issue of a new certificate or certificates, the Board of
Directors in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or
certificates or his legal representative to advertise the same in such manner as
it shall require or to give the corporation a bond with surety and in form
satisfactory to the Corporation (which bond shall also name the Corporation's
transfer agents and registrars, if any, as obligees) in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
or other obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.
ARTICLE VI
DIVIDEND
6.01 DECLARATION
The Board of Directors may declare at any annual, regular or special
meeting of the Board and the Corporation may pay, dividends on the outstanding
shares in cash, property or in the shares of the Corporation to the extent
permitted by, and subject to the provisions of, the laws of the State of
Florida.
6.02 RESERVES
Before payment of any dividend there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the directors
from time to time in their absolute discretion think proper as a reserve fund to
meet contingencies or for equalizing dividends or for repairing or maintaining
any property of the Corporation or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may
abolish any such reserve in the manner in which it was created.
<PAGE>
ARTICLE VII
MISCELLANEOUS
7.01 INFORMAL ACTION
Any action required to be taken or which may be taken at a meeting of
the shareholders, directors or members of the executive committee, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by such number of the shareholders, directors, or members of the
executive committee as is required by law, as the case may be, entitled to vote
with respect to the subject matter thereof, and such consent shall have the same
force and effect as a vote of the shareholders, directors, or members of the
executive committee, as the case may be, at a meeting of said body.
7. 02 SEAL
The corporate seal shall be circular in form and shall contain the name
of the Corporation, the year of its incorporation and the words "FLORIDA", and
"CORPORATE SEAL". The seal may be used by causing it or a facsimile to be
impressed or affixed or in any other manner reproduced. The corporate seal may
be altered by order of the Board of Directors at any time.
7.03 CHECKS
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
7.04 FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each and every year.
7.05 DIRECTORS ANNUAL STATEMENT
The Board of Directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
Corporation.
7.06 AMENDMENTS
These ByLaws may be altered, amended or repealed in whole or in part by
the affirmative vote of the Board of Directors.
<PAGE>
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
8.01 RIGHT TO INDEMNIFICATION
Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemniteell) , whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by Section 607.0850 of the
Florida Business Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that except as provided in
Section 2 hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by indemnitee only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, if
Florida law requires, an advancement of expenses incurred by an indemnitee in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking") ,
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise.
8.02 RIGHT OF INDENNITEE TO BRING SUIT
If a claim under Section 1 of this Article is not paid in full by the
Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may. at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) in any suit by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of conduct set forth in
Section 607.0850 of the Florida Business Corporation Act. Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because
<PAGE>
the indemnitee has met the applicable standard of conduct set forth in Section
607.0850 of the Florida Business Corporation Act nor an actual determination by
the Corp'oration (including its Board of Directors, independent legal counsel,
or its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct, or, in the case of such suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
8.03 NON-EXCLUSIVITY OF RIGHTS
The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certification of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
8.04 INSURANCE
The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under Florida law.
EXHIBIT 5.1
OPINION OF RICHARD P. GREENE, P.A.
================================================================================
<PAGE>
July 14, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Triangle Imaging Group, Inc.
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 156,000 shares of Common Stock granted by
Triangle Imaging Group, Inc. (the "Company"). The Shares are being registered
pursuant to a requirement of Section 5 of the Securities Act of 1933, as amended
(the "Act") pursuant to a Registration Statement filed with the Washington, D.C.
Office of the United States Securities and Exchange Commission (the
"Registration Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary,
in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of the Company.
The 156,000 shares of Common Stock are being registered and
distributed pursuant to the Company's Registration Statement. The shares of
Common Stock are now authorized but unissued.
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and
Exchange Commission, having been issued and sold pursuant to the Registration
Statement, are fully paid and non-assessable and there will be no personal
liability to the owners thereof.
<PAGE>
Securities & Exchange Commission
July 14, 1997
Page Two
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an Exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
Richard P. Greene
For the Firm
RPG/evb
C:\Triangle\S-8-7.Opinion
EXHIBIT 10.1
PROFESSIONAL CONSULTING AGREEMENT BETWEEN
TRIANGLE IMAGING GROUP, INC. AND
SCOTT R. SIECK, DATED JULY 11, 1997
================================================================================
<PAGE>
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this 11th day of July,
1997, by and between SCOTT R. SIECK ("Consultant"), and TRIANGLE IMAGING GROUP,
INC. ("Client"), a Florida corporation with principal offices located at 4400
West Sample Road, Suite 228, Coconut Creek, Florida 33073.
WHEREAS, Consultant renders financial public relations services and
will assist Client by providing services specifically designed to heighten
public awareness of the Client's business and results of operations;
WHEREAS, Client wishes to engage Consultant to provide such services
and Consultant and Client wish to formalize in a written agreement the terms and
conditions under which Consultant will provide such services to Client;
NOW THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. Information to be Furnished by Client. Client shall furnish
Consultant with current public information about Client, including any and all
statements and reports filed by Client with the United States Securities and
Exchange Commission, its most recent Annual Report to Shareholders and shall
also provide any other public information reasonably requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or non-public information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed
nonconfidential and public.
2. Services to be Provided by Consultant.
Consultant will provide financial consulting services to
Client through July 14, 1998 as requested by the Client in consideration of the
compensation provided under this Agreement.
3. Compensation for Services. In consideration of Consultant's
provision of services described in paragraph 2, Client's Board of Directors
shall authorize the issuance of 75,000 shares of the Corporation's common stock
("Shares"). Additional shares may be registered for future services not
contemplated by this Agreement. The Company will retain control of any future
shares and has the right to withdraw the registration of future shares not
sold for the benefit of the Consultant in the event the services to be provided
have not been performed.
4. Term and Termination. This Agreement shall become effective as of
the date written above, and shall remain in effect until July 14, 1998
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.
- 1 -
<PAGE>
5. Representations and Warranties. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
personnel shall comply with all applicable statues, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the
services provided hereunder will achieve any particular objective or fulfill any
specified goals.
OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANT MAKES NO WARRANTIES WITH
RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE PROVIDED HEREUNDER OR ANY
RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH
REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION AND IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT
SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
SUFFERED BY CLIENT AS A RESULT OF ANY FAILURE ON THE PART OF CONSULTANT IN THE
PERFORMANCE OF ITS DUTIES HEREUNDER.
6. Miscellaneous. This Agreement shall be interpreted and
construed in accordance with the laws of the State of Florida. The parties agree
that jurisdiction and venue of any dispute arising hereunder shall be in Broward
County, Florida.
Neither party may assign its rights or duties under this Agreement
without the express prior written consent of the other party, except that
Consultant may assign to any other party, without Client's consent, its right to
receive all or any portions of the fees and expenses due and owing to it.
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be altered
only by written agreement between the parties. The failure of either party to
object to or take affirmative action with respect to any conduct of the other
which is in violation of the terms of this Agreement shall not be construed as a
wavier of the violation or breach, or of any future similar violation or breach.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, or as to an individual
party, has executed this Agreement in his own hand, as of the date first written
above.
TRIANGLE IMAGING GROUP, INC.
By: /s/ Vito Bellezza
Vito Bellezza, President
/s/ Scott R. Sieck
Scott R. Sieck, Consultant
C:\RPG-1\Triangle\S-8-7Sieck.PCA
EXHIBIT 10.2
PROFESSIONAL CONSULTING AGREEMENT BETWEEN
TRIANGLE IMAGING GROUP, INC. AND
ANTHONY V. YONADI, DATED JULY 9, 1997
================================================================================
<PAGE>
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this 9th day of July,
1997, by and between ANTHONY V. YONADI ("Consultant"), and TRIANGLE IMAGING
GROUP, INC. ("Client"), a Florida corporation with principal offices located at
4400 West Sample Road, Suite 228, Coconut Creek, Florida 33073.
WHEREAS, Consultant renders corporate financial consulting services and
will assist Client in achieving increased dissemination of corporate information
performance results to entities providing investment banking services;
WHEREAS, Client wishes to enlist Consultant to provide such services
and Consultant and Client wish to formalize in a written agreement the terms and
conditions under which Consultant will provide such services to Client;
NOW THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. Information to be Furnished by Client. Client shall furnish
Consultant with current public information about Client, including any and all
statements and reports filed by Client with the United States Securities and
Exchange Commission, its most recent Annual Report to Shareholders and shall
also provide any other public information reasonably requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or non-public information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed
nonconfidential and public.
2. Services to be Provided by Consultant.
Consultant will provide financial consulting services to
Client through July 14, 1998 as requested by the Client in consideration of the
compensation provided under this Agreement.
3. Compensation for Services. In consideration of Consultant's
provision of services described in paragraph 2, Client's Board of Directors
shall authorize the issuance of 75,000 shares of the Corporation's common stock
("Shares"). Additional shares may be registered for future services not
contemplated by this Agreement. The Company will retain control of the future
shares and has the right to withdraw the registration of future shares not
sold for the benefit of the Consultant in the event the services to be provided
have not been performed.
4. Term and Termination. This Agreement shall become effective as of
the date written above, and shall remain in effect until July 14, 1998
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.
- 1 -
<PAGE>
5. Representations and Warranties. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
personnel shall comply with all applicable statues, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the
services provided hereunder will achieve any particular objective or fulfill any
specified goals.
OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANT MAKES NO WARRANTIES WITH
RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE PROVIDED HEREUNDER OR ANY
RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH
REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION AND IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT
SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
SUFFERED BY CLIENT AS A RESULT OF ANY FAILURE ON THE PART OF CONSULTANT IN THE
PERFORMANCE OF ITS DUTIES HEREUNDER.
6. Miscellaneous. This Agreement shall be interpreted and
construed in accordance with the laws of the State of Florida. The parties agree
that jurisdiction and venue of any dispute arising hereunder shall be in Broward
County, Florida.
Neither party may assign its rights or duties under this Agreement
without the express prior written consent of the other party, except that
Consultant may assign to any other party, without Client's consent, its right to
receive all or any portions of the fees and expenses due and owing to it.
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be altered
only by written agreement between the parties. The failure of either party to
object to or take affirmative action with respect to any conduct of the other
which is in violation of the terms of this Agreement shall not be construed as a
wavier of the violation or breach, or of any future similar violation or breach.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, or as to an individual
party, has executed this Agreement in his own hand, as of the date first written
above.
TRIANGLE IMAGING GROUP, INC.
By: /s/ Vito Bellezza
Vito Bellezza, President
/s/ Anthony V. Yonadi
Anthony V. Yonadi, Consultant
C:\RPG-1\Triangle\S-8-7Yonadi.PCA
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EXHIBIT 10.3
EMPLOYMENT AND FEE AGREEMENT BETWEEN
TRIANGLE IMAGING GROUP, INC. AND
RICHARD P. GREENE, DATED JULY 8, 1997
================================================================================
<PAGE>
EMPLOYMENT AND FEE AGREEMENT
THIS AGREEMENT made this 8th day of July, 1997, by and between TRIANGLE
IMAGING GROUP, INC. (hereinafter "CLIENT") with a mailing address of 4400 West
Sample Road, Suite 228, Coconut Creek, Florida 33073 and telephone number of
(954)968-2080 and LAW OFFICES OF RICHARD P. GREENE, P.A. (hereinafter
"ATTORNEY").
1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law
regarding Corporate/Securities related matters and authorizes and empowers
ATTORNEY to do all things reasonably necessary to complete corporate and
securities transactions with CLIENT'S consent (other than in connection with
capital raising transactions) and agrees to retain ATTORNEY for the services
rendered on the following terms and conditions:
a. On the basis of the time expended by ATTORNEY, hourly rates are $200
per hour for projects billed on an hourly basis. Such fees and costs
will be billed on a monthly basis.
b. Legal fees for the S-8 Registration and services related thereto
shall consist of 6,000 shares of common stock of Triangle Imaging
Group, Inc. and are earned as of the date hereof. All referenced
shares shall be registered pursuant to a Registration Statement on
Form S-8.
c. CLIENT shall also be responsible for costs incurred including,
but not limited to, long distance phone calls, transcripts,
photocopies, postage, filing fees, and costs of newspaper
publications. Advanced costs that are not expended during the
course of the representation are to be returned to the client
at the conclusion of the representation, unless ATTORNEY and
CLIENT agree otherwise in writing.
2. CLIENT understands and agrees that ATTORNEY has made no guarantee
regarding the successful outcome or termination of the engagement and all
expressions pertaining thereto are matters of opinion. Should it be necessary to
institute legal proceedings for the collection of any part of the ATTORNEY'S
compensation or costs as set forth above, then CLIENT agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
first mentioned above.
ACCEPTED:
Law Offices of
Richard P. Greene, P.A. TRIANGLE IMAGING GROUP, INC.
By: /s/ Richard P. Greene By: /s/ Vito Bellezza
ATTORNEY Vito Bellezza, President and CEO
C:\RPG-1\Triangle\S-8-7RPG.EFA
-1-
EXHIBIT 24.1
CONSENT OF RICHARD P. GREENE, P.A.
================================================================================
<PAGE>
July 14, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Triangle Imaging Group, Inc.
Dear Sir or Madam:
This Firm hereby consents to the use of its name in the Registration
Statement on Form S-8 as filed via EDGAR with the Washington, D.C. Office of the
U.S. Securities and Exchange Commission on July 15, 1997, or as soon thereafter
as is reasonably practicable.
Very truly yours,
RICHARD P. GREENE, P.A.
/S/Richard P. Greene
Richard P. Greene
For the Firm
RPG/evb
C:\Triangle\S-8-7.Consent
EXHIBIT 24.2
CONSENT OF MAZARS & GUERARD, LLP
================================================================================
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 27, 1997, with respect to the financial
statements of Triangle Imaging Group, Inc. included in its annual report on Form
10-KSB for the year ended December 31, 1996.
/S/ Mazars & Guerard, LLP
Mazars & Guerard, LLP
Certified Public Accountants
New York, New York
July 11, 1997
<PAGE>
