As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-
================================================================================
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 (I.R.S. Employer Identification
of incorporation or organization) Number)
1800 N.W. 49TH STREET, SUITE 100, FORT LAUDERDALE, FLORIDA 33309
- ---------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
TRIANGLE IMAGING GROUP, INC.
1999 INCENTIVE PLAN
------------------------
(Full Title of the Plan)
Harold S. Fischer
Chief Executive Officer and President
Triangle Imaging Group, Inc.
1800 N.W. 49th Street, Suite 100
Fort Lauderdale, Florida 33309
(954) 229-5100
------------------------
(Name, address, telephone number, including
area code, of agent for service)
------------------------
Copies Requested to:
Alan Forman, Esq.
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
(212) 704-0100
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and Shares of
Common Stock, $.001 par 4,000,000 Shares $.96875 $3,875,000 $1,174.13
value
- ---------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended ("Securities
Act"), this registration statement also covers an indeterminate number of shares as may be required
by reason of any stock dividend, recapitalization, stock split, reorganization, merger,
consolidation, combination or exchange of shares or other similar change affecting the stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
based upon the average of the high and low reported prices of the Common Stock on the NASD OTC
Bulletin Board on June 21, 1999.
===================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:
1. Current Report on Form 8-K filed on June 4, 1999;
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999;
3. Current Report on Form 8-K filed on May 4, 1999;
4. Annual Report on Form 10-KSB for the year ended December 31, 1998; and
5. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A as filed with the Commission on
December 23, 1998.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Articles of Incorporation provide that the Company shall
indemnify any officer or director to the full extent permitted by law. Under
Florida law, a director shall not be personally liable to the Company or its
shareholders for monetary damages, for breach of duty of care or any other
fiduciary duty owed to the Company as a director, except that such provisions
shall not eliminate or limit the liability of a director for (a) any
appropriation, in violation of his or her duties, of any business opportunity of
the Company; (b) acts or omissions that involve intentional misconduct or a
knowing violation of law; (c) unlawful corporate distributions; or (d) any
transaction from which the director received an improper personal benefit. If
applicable law is amended to authorize corporate action further eliminating or
limiting the liability of directors, the liability of each director of the
Company shall be eliminated or limited to the fullest extent permitted by
applicable law.
II-1
<PAGE>
Article I of the Company's Bylaws provides:
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 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 "indemnitee"), 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 administrator;
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)
that 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 as 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.
The Company may, if authorized by its shareholders by a majority of
votes which would be entitled to be cast in a vote to amend the Company's
Articles of Incorporation, indemnify or obligate itself to indemnify a Director,
officer, employee or agent made a party to a proceeding, including a proceeding
brought by or in the right of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this Item is required.
II-2
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
5.1 Opinion of General Counsel to the Company
10.1* Triangle Imaging Group, Inc. 1999 Incentive Plan
10.3 Form of Award Agreement
23.1 Consent of Mazars & Guerard, LLP
23.2 Consent of General Counsel to the Company (contained in
his opinion filed as Exhibit 5.1)
*Incorporated by reference from the Company's Proxy Statement on
Schedule 14(a) filed on April 30, 1999 pursuant to the Securities
Exchange Act of 1934.
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 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.
(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 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) 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 the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Fort Lauderdale, State of Florida, on the 23rd
day of June, 1999.
TRIANGLE IMAGING GROUP, INC.
By: /s/ HAROLD S. FISCHER
----------------------------
Harold S. Fischer
CHIEF EXECUTIVE OFFICER,
PRESIDENT, DIRECTOR
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harold S. Fischer as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him, in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including a Registration Statement filed under Rule
462(b) of the Securities Act of 1933, as amended, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ HAROLD S. FISCHER Chief Executive Officer, President & June 23, 1999
- ---------------------- Director (principal executive officer)
Harold S. Fischer
/S/ CHARLES D. WINSLOW Chairman of the Board of Directors June 23, 1999
- ----------------------
Charles D. Winslow
/s/ GREG J. SEMINACK Chief Financial Officer (principal June 23, 1999
- ---------------------- financial officer and accounting officer)
Greg J. Seminack
/s/ J. ALAN LINDAUER Director June 23, 1999
- ----------------------
J. Alan Lindauer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
5.1 Opinion of General Counsel to the Company
10.1 Triangle Imaging Group, Inc. 1999 Incentive Plan
10.3 Form of Award Agreement
23.1 Consent of Mazars & Guerard, LLP
23.2 Consent of General Counsel to the Company (contained in
his opinion filed as Exhibit 5.1)
EXHIBIT 5.1
June 18, 1999
Board of Directors
Triangle Imaging Group, Inc.
1800 N.W. 49th Street, Suite 100
Fort Lauderdale, Florida 33309
RE: Triangle Imaging Group, Inc.
Registration Statement on Form S-8
4,000,000 Shares of Common Stock, $.001 par value
1999 Incentive Plan
Gentlemen:
I have acted as counsel for Triangle Imaging Group, Inc. (the "Company") in
connection with the registration of 4,000,000 shares of its Common Stock. $.001
par value (the "Shares") reserved to the Triangle Imaging Group, Inc. 1999
Incentive Plan (the "Plan"), pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, I have examined the following:
(1) The Articles of Incorporation, as amended, of the Company,
certified by the Secretary of State of the State of Florida;
(2) The By-Laws of the Company;
(3) The minute book of the Company; and
(4) The Registration Statement, including all exhibits thereto.
Based upon such examination and upon examination of such other instruments
and records as I have deemed necessary, I am of the opinion that the Shares
covered by the Registration Statement have been legally authorized and when
issued in accordance with the terms described in said Registration Statement,
will be validly issued, fully paid and nonassessable.
<PAGE>
Board of Directors
Triangle Imaging Group, Inc.
June 18, 19999
Page 2
I consent to the filing of this opinion as an exhibit to the aforementioned
Registration Statement on Form S-8 and to the reference to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, I do not
thereby admit that I come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ PETER B. BARLOW, ESQUIRE
---------------------------------
Peter B. Barlow, Esquire
General Counsel and Secretary
EXHIBIT 10.3
AWARD AGREEMENT
TRIANGLE IMAGING GROUP, INC. 1999 INCENTIVE PLAN
THIS AGREEMENT dated as of the ___ day of ____________, 199_, (the
"Grant Date") is made and entered into by and between Triangle Imaging Group,
Inc., a Florida corporation with its principal offices located at 1800 NW 49th
Street, Suite 100, Fort Lauderdale, FL 33309 (the "Company") and
______________________________________________ whose address is
_____________________________________________________________(the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company through a committee
consisting of Charles D. Winslow, Chairman, and Harold S. Fischer (the
"Committee") has approved the granting to the Optionee of stock options to
purchase certain shares of the Company's common stock, par value $.001 per share
("Common Stock"); and
WHEREAS, the Optionee desires to accept the grant of such options,
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the Company and the Optionee hereby agree as follows:
1. GRANT OF OPTION. Subject to the provisions of this Agreement and
the Company's 1999 Incentive Plan (the "1999 Plan"), the Company hereby grants
to the Optionee an option (the "Option") to purchase from the Company __________
shares of Common Stock (the "Option Shares") at an exercise price of $________
per share (the "Exercise Price"), subject to adjustment in accordance with
Section 4 below.
2. TERM . This Option is exercisable for the period commencing on the
Grant Date and terminates on ______ __, 200_ (the "Termination Date"), subject
to the provisions for termination and acceleration contained in this Agreement.
<PAGE>
3. TERMINATION PROVISIONS. The right to exercise this Option is
subject to the following additional restrictions and limitations:
(a) TERMINATION OF EMPLOYMENT. If the Optionee is an employee of the
Company or any of its subsidiaries, and employment by the Company or any of its
subsidiaries of the Optionee is terminated for any reason other than death,
total disability or for "cause" pursuant to any employment or compensation
agreement, the Option may be exercised for a period of sixty (60) days after the
date of such termination; provided however, in no event shall this Option
terminate after the Termination Date.
(b) DEATH OF OPTIONEE. If the Optionee shall die while employed with
the Company or its subsidiaries and during the period in which this Option
remains exercisable, or if the Optionee shall die within three (3) months of
termination of his/her employment for Total Disability, the Optionee's legal
representative or representatives or the persons entitled to do so under the
Optionee's last will and testament or under applicable intestate laws shall have
the right to exercise this Option, and such right shall expire and this Option
shall terminate one year after the date of the Optionee's death or on the
expiration date of this Option, whichever date is earlier. In all other
respects, this Option shall terminate upon such death.
4. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of any
recapitalization, reclassification, split-up or consolidation of shares of
Stock, merger or consolidation of the Company or sale by the Company of all or a
substantial portion of its assets, or other event which could distort the
implementation of the 1999 Plan or the realization of its objectives, the Board
of Directors of the Company or the Committee may make such appropriate
adjustments in the shares of Common Stock subject to purchase by the Option;
PROVIDED, HOWEVER, that no such adjustment shall be made on or after the
occurrence of a Change in Control without the affected participant's consent.
2
<PAGE>
5. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be
exercised by the Optionee or other person then entitled to exercise it by giving
five business days' written notice of exercise to the Company (a form of which
is attached hereto as Exhibit A), accompanied by a check to the order of the
Company in payment of such price. If the Company is required to withhold on
account of any federal, state or local tax imposed as a result of such exercise,
the notice of exercise shall also be accompanied by a check to the order of the
Company in payment of the amount thus required to be withheld.
6. CASHLESS EXERCISE The Optionee may exercise, in the discretion of
the Company, part or all of the Option by tender to the Company of a written
notice of exercise together with advice of the delivery of an order to a
securities broker acceptable to the Company to sell part or all of the Option
Shares, subject to such exercise notice and an irrevocable order to such broker
to deliver to the Company (or its transfer agent) sufficient proceeds from the
sale of such Option Shares to pay the exercise price and any withholding taxes.
All documentation and procedures to be followed in connection with such a
"cashless exercise" shall be approved in advance by the Company, which approval
shall be expeditiously provided and not unreasonably withheld. Alternatively,
the Optionee may exercise, in the discretion of the Company, part or all of the
Option by tendering to the Company a notice of exercise accompanied by
instructions to the Company authorizing the cancellation of such number of
shares subject to the Option then exercisable having a total fair market value,
as reasonably determined by the Board of Directors of the Company or the
Committee, equal to the aggregate Exercise Price (exclusive of applicable
withholding taxes) of the shares to be acquired by Optionee pursuant to the
Option.
7. RIGHTS IN STOCK BEFORE ISSUANCE AND DELIVERY. No person shall be
entitled to the privileges of stock ownership in respect of any shares issuable
upon exercise of this Option, unless and until such shares have been issued to
such person as fully paid shares.
3
<PAGE>
8. MISCELLANEOUS PROVISIONS.
(a) NOTICES. Unless otherwise specifically provided herein, all notices
to be given hereunder shall be in writing and sent to the parties by certified
mail, return receipt requested, which shall be addressed to each party's
respective address, as set forth in the first paragraph of this Agreement, or to
such other address as such party shall give to the other party hereto by a
notice given in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the United States mail
properly addressed and postage prepaid. If such notice is sent other than by the
United States mail, such notice shall be effective when actually received by the
party being noticed.
(b) ASSIGNMENT. This Agreement and the rights granted hereunder may not
be assigned in whole or in part by Optionee except by will or the laws of
descent and distribution, and the Option is exercisable during Optionee's
lifetime only by the Optionee.
(c) FURTHER ASSURANCES. Both parties hereto shall execute and deliver
such other instruments and do such other acts as may be reasonably necessary to
carry out the intent and purposes of this Agreement.
(d) GENDER. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms and the
singular form of nouns and pronouns shall include the plural and VICE VERSA.
(e) CAPTIONS. The captions contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit, extend or prescribe
the scope of this Agreement or the intent of any of the provisions hereof.
(f) COMPLETENESS AND MODIFICATION. This Agreement and the 1999 Plan
constitute the entire understanding between the parties hereto superseding all
prior and contemporaneous agreements or understandings among the parties hereto
concerning the grant of stock options to the Optionee. This Agreement shall not
terminated, except in accordance with its terms, or amended in writing executed
by all of the parties hereto.
4
<PAGE>
(g) WAIVER. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.
(h) SEVERABILITY. The invalidity or enforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause phrase or word or of any provision of this Agreement
shall not affect the validity or enforceability of the remaining portions
thereof.
(i) CONSTRUCTION. This Agreement shall be governed by and construed in
accordance with the laws of incorporation of the Company. The terms of the 1999
Plan shall govern and supersede any conflicting terms contained in this
Agreement. Capitalized terms not defined herein shall have the meanings ascribed
to them in the 1999 Plan.
(j) BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the heirs, successors, estate and personal representatives of the
Optionee and upon the successors and assigns of the Company.
(k) LITIGATION-ATTORNEY' FEES. In connection with any litigation
arising out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to recover its costs, including reasonable
attorneys' fees, at the trial and all appellate levels form the other party
hereto, who was an adverse party to such litigation.
(l) TAXES. The Optionee shall remit at the time of the delivery of
Option Shares upon exercise of an Option, or, if authorized by the Company, at
the time when due, an amount sufficient to satisfy all federal, state and local
withholding tax requirements relating thereto.
(m) INVESTMENT REPRESENTATION. The Optionee, by acceptance hereof,
represents and warrants to the Company that the purchase of shares of Common
Stock upon exercise of the Option shall be for investment purposes only and not
with a view to distribution, provided that this representation and warranty
shall be inoperative if, in the opinion of counsel to the Company, a proposed
disposition of such shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933 or is exempt from registration under
such Act. The Company may endorse an appropriate legend upon the stock
certificate or certificates representing any Option Shares referring to the
foregoing representation and warranty or any applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.
IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.
TRIANGLE IMAGING GROUP, INC.
By:
----------------------------
Name: Harold S. Fischer
Title: President
----------------------------
(Name of Optionee)
5
<PAGE>
Exhibit A
TRIANGLE IMAGING GROUP, INC.
NOTICE OF EXERCISE FORM
INSTRUCTIONS: THIS FORM IS TO BE USED TO EXERCISE YOUR STOCK OPTION. TO EXERCISE
YOUR OPTION YOU MUST COMPLETE, DATE AND SIGN THIS FORM AND MAIL OR DELIVER IT TO
THE SECRETARY AT THE COMPANY'S MAIN OFFICE TOGETHER WITH A COPY OF YOUR AWARD
AGREEMENT AND ACCOMPANIED BY FULL PAYMENT OF THE EXERCISE PRICE (IN THE FORM OF
CASH AND/OR COMMON STOCK) OF THE SHARES YOU ARE PURCHASING.
- -------------------------------------------------------------------
The undersigned Optionee hereby irrevocably elects to exercise
the right, represented by the attached Award Agreement, to purchase
_____________ shares of the Common Stock of Triangle Imaging Group, Inc.
("Common Stock") and herewith (1) tenders his check to pay for such shares made
payable to the order of "Triangle Imaging Group, Inc." in the amount of
$______________, and/or (2) tenders his stock certificate no._______ (duly
endorsed with signature guaranteed) representing __________ shares of Common
Stock of the Company, to pay for the purchased shares in accordance with the
terms of the attached Award Agreement, and/or (3) by initialing this space
________, elects to effect a cashless exercise of the Option to purchase the
number of shares identified above pursuant to the terms set forth in the Award
Agreement. The undersigned requests that a stock certificate for the shares
being purchased hereby, suitably legended, if required, be registered in the
name of _________________________ and that such certificate be delivered
to_________________________ whose address
is____________________________________________.
The undersigned Optionee understands that, prior to delivery
of the Option Shares, the undersigned may be required to satisfy any withholding
tax requirements relating to the exercise of the Option represented by the
attached Award Agreement or to the disposition of the Option Shares.
Date
-------------------- ------------------------------------
[Name - Signed]
------------------------------------
[Name - Printed]
------------------------------------
[Social Security Number]
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of Triangle Imaging Group, Inc., on Form S-8 of our report dated March
26, 1999 appearing in Triangle Imaging Group, Inc.'s Annual Report on Form
10-KSB for the fiscal year ended December 31, 1998 and to the reference to us
under the heading Experts included in this Registration Statement.
/s/ MAZARS & GUERARD, LLP
- --------------------------------
Mazars & Guerard, LLP
New York, New York
June 25, 1999
