SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) APRIL 30, 1999
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TRIANGLE IMAGING GROUP, INC.,
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(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)
1800 NW 49TH STREET, SUITE 100, FORT LAUDERDALE, FLORIDA 33309
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (954) 229-5100
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(FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On January 14, 1999, a hearing was held before the Circuit Court for
Broward County, FL in a case brought by several shareholders of Triangle Imaging
Group, Inc. (the "Company") individually and derivatively on behalf of the
Company, and an order was entered by the Court on February 22, 1999 (the
"Order"). The Order, among other things, required the parties to submit their
dispute to non-binding mediation.
On April 30, 1999, the Company attended the required mediation
conference and entered into a settlement agreement (the "Agreement") with Vito
A. Bellezza, the Company's former Chief Executive Officer and Chairman of the
Board of Directors, Judith Bellezza, Mr. Bellezza's wife and a former employee
of the Company, Peter Bellezza, Mr. Bellezza's brother and a former director of
the Company, and Franz Fideli, a former director of the Company.
The Agreement includes a general release of all claims by the parties
against all other parties and also (i) requires Messrs. Bellezza, Fideli and P.
Bellezza to surrender for cancellation (a) an aggregate of 900,000 shares of the
Company's Common Stock and (b) options to purchase an aggregate of 2,200,000
shares of the Company's Common Stock at exercise prices ranging from $.05 per
share to $1.875 per share, (ii) grants the Company's Board of Directors the
right to vote, subject to certain limitations, all shares of the Company's
Common Stock owned by such individuals (presently believed to be 3,317,136
shares) in accordance with the majority vote of the other shareholders of the
Company's Common Stock, and (iii) requires that the Company pay to Vito Bellezza
and/or Judith Bellezza a total of $468,000 over a period of three (3) years and
to provide them with health and dental insurance coverage. As a result of the
execution and delivery of the Agreement, Mr. Bellezza and the other defendants
in the lawsuit will not serve as officers or directors of the Company and will
not otherwise be involved in the day-to-day activities of the Company in any
capacity.
It is expected that the Agreement will be superseded by a more
comprehensive, definitive settlement agreement in the near future; provided
however, that if such a definitive settlement agreement is not executed by the
parties by May 26, 1999, the Agreement remains binding and enforceable in
accordance with its terms. Any disputes arising from the drafting and
negotiating of the definitive settlement agreement shall be resolved by the
mediator.
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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: May 4, 1999
