SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Triangle, Inc. (to be changed to PetHealth Systems, Inc.)
(Exact name of registrant as specified in its charter)
Colorado 93-0969365
(State of Incorporation) (I.R.S. Identification No.)
830 Northeast Loop 410 Suite 305B, San Antonio, TX 78209
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
None None
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(a), please check
the following box.[ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
(a) Capital Stock. Pursuant to its Articles of Incorporation, the
Registrant is authorized to issue 901,000,000 shares, of which (i) 800,000,000
are shares of Common Stock, no par value; 1,000,000 are shares of Class B Common
Stock, no par value; and 100,000,000 are shares of Preferred Stock, no par
value. No class of shares is entitled to preemptive rights of any kind. There
are no provisions of the Articles of Incorporation or By-laws which would have
an effect of delaying, deferring or preventing a change in control of the
Registrant and that would operate only with respect to an extraordinary
corporate transaction involving the Registrant (such as a merger,
reorganization, tender offer, sale or transfer of all or substantially all of is
assets, or liquidation).
Common Stock. Each share of Common Stock entitles the holder thereof
to one vote at all meetings of shareholders at which a matter is submitted to a
vote of shareholders. Cumulative voting is not permitted. A majority of the
shares of Common Stock entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders. Except where otherwise
required by the Colorado Business Corporation Act, the vote of the holders of a
majority of the shares present at a meeting where a quorum is present, is
required to approve matters submitted for a vote. Each share of Common Stock
entitles the holder thereof, subject to prior rights of holders of any
outstanding Preferred Stock, to receive any dividends declared by the board of
directors of the Registrant, and in the event of dissolution, liquidation or
winding up of the Registrant, to share ratably in assets remaining after
creditors (including holders of any Preferred Stock, as to liquidation
preferences) have been paid.
Class B Common Stock. The holders of shares of Class B Common Stock
have no voting rights whatsoever, either separately or as a class, and no holder
of Class B Common Stock shall vote or otherwise participate in any proceedings
in which actions are taken by the Registrant or by the stockholders thereof or
be entitled to notification as to any meeting of the board of directors or the
stockholders. No dividend shall be declared or paid or any other distribution
declared, ordered or made upon the Class B Common Stock. The holders of the
Class B Common Stock shall have no rights to share in the distribution of assets
in the event of liquidation, dissolution or winding up of the Registrant. The
Class B Common Stock originally was to be convertible into shares of Common
Stock at the rate of 15 shares of Common Stock for each 1 share of Class B
Common Stock surrendered for conversion, only in the event, and from and after
the date upon which, the Registrant was to have consummated its first material
acquisition, or immediately prior to the acquisition or merger of the Registrant
by or into a previously unrelated entity. In 1989 the Registrant entered into a
acquisition transaction with an unrelated company, and in connection therewith,
the previously issued 1,000,000 shares of Class B Common Stock were converted
into 15,000,000 shares of Common Stock. Although the acquisition transaction was
subsequently reversed by the parties, the Class B Common Stock remained
converted into Common Stock. As a result, the Class B Common Stock class shall
never again be issued with such conversion rights. There is no Class B Common
Stock issued and outstanding.
Preferred Stock. The Preferred Stock is issuable in one or more series
by authority of the board of directors of the Registrant, without shareholder
authorization, as to rights to redemption, preference in liquidation, dividends
and other matters, and as to special, conditional, or limited voting rights (or
no voting rights). The Preferred Stock could rank prior to the Common Stock with
respect to payment of dividends and the return of capital in the event of the
dissolution, liquidation or winding up of the Registrant. There is no Preferred
Stock issued and outstanding, and no series of Preferred Stock has been
established.
(b) Debt Securities. Not applicable.
(c) Warrants and Rights. Not applicable.
(d) Other Securities. Not applicable.
(e) Market Information. Not applicable. There are only limited or
sporadic quotations for the Common Stock of the Registrant.
(f) American Depository Receipts. Not applicable.
Item 2. Exhibits. The Articles of Incorporation (as amended) and the By-Laws of
the Registrant are incorporated by reference from the Registrant's Registration
Statement on Form S-18 (exhibit number 31), declared effective on March 5, 1989
(33-25253).
Pursuant to the requirements of the Securities Act of 1934 Triangle, Inc.
(to be changed to PetHealth Systems, Inc.) has caused this registration
statement on Form 8-A to be singed on its behalf by the undersigned, thereto
duly authorized.
Triangle, Inc. (to be changed to )Pet Health Systems, Inc.
January 27,1997
By: /s/ Robert K. Ellis,
President, Chief Executive Officer
