SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 18, 1998
TRIANGLE IMAGING GROUP, INC.,
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 2-96392-A 59-2493183
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
FORMATION)
4400 WEST SAMPLE ROAD, COCONUT CREEK, FLORIDA 33073
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (954) 968-2080
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(FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)
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ITEM 1. CHANGE OF CONTROL
As of December 23, 1998, stockholders holding a majority of the shares of common
stock outstanding of Triangle Imaging Group, Inc. (the "Company") voted in favor
of a new board of directors consisting of J. Alan Lindauer, Charles Winslow and
Harold Fischer, the Company's President. As a result, Messrs. Vito Bellezza,
Peter Bellezza and Franz Fideli are no longer members of the Board of Directors
and Mr. Winslow is serving as the Company's interim Chairman of the Board.
Following the election of the Company's directors, Mr. Bellezza's suspension as
the Company's Chief Executive Officer was continued until the special counsel
has completed its investigation. See "Item 5 - Other Events" below.
ITEM 5. OTHER EVENTS
On November 18, 1998, the Board of Directors of the Company convened a meeting
with all six members of the Board attending. Information was presented
concerning certain alleged activities of Vito Bellezza, the Company's Chief
Executive Officer and Chairman of the Board. The members of the Board of
Directors adopted certain resolutions which, among other things, established a
Special Committee of the Board to investigate certain transactions in the
Company's common stock which may have involved Mr. Bellezza. In addition, Mr.
Bellezza agreed to take a two week vacation commencing immediately during which
period of time the Special Committee (and special counsel engaged by the Special
Committee) could conduct a prompt and thorough investigation of the alleged
transactions.
On December 1, 1998, the Special Committee convened a meeting with all three
members of the Committee in attendance. The Committee unanimously resolved to
temporarily suspend Mr. Bellezza as Chief Executive Officer and Chairman of the
Board of the Company until such time that Mr. Bellezza provides testimony to the
Special Committee (and its counsel) and provides the Special Committee with
certain requested documents.
On December 3, 1998, the Special Committee convened a meeting with all three
members of the Committee in attendance. In response to Mr. Bellezza's refusal
(i) to acknowledge the authority of the Special Committee, and (ii) to respect
and honor the temporary suspension of his duties of Chief Executive Officer and
Chairman of the Board, the Special Committee unanimously resolved to engage
counsel to petition a court of competent jurisdiction to enforce the temporary
suspension of Mr. Bellezza.
On December 17, 1998, certain stockholders filed an Amended Complaint with the
Circuit Court of the 17th Judicial Circuit in Broward County, Florida against he
Company, Vito Bellezza, Judith Bellezza, Franz Fideli and Peter Bellezza
asserting a stockholder derivative action with respect to the allegations
involving Mr. Bellezza. On December 21, 1998, the Court entered an Order
requiring that the parties agreed to jointly select a new special counsel by
December 24, 1998 to investigate the allegations involving Mr. Bellezza. To
date, such counsel has not been selected and the Court has been asked to assign
new special counsel. A hearing has been scheduled for January 14, 1999 for the
appointment of a new special counsel.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
TRIANGLE IMAGING GROUP, INC.
By: /s/ HAROLD S. FISCHER
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Harold S. Fischer
President
Dated: January 8, 1999
