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): July 14, 1997
PetHealth Systems, Inc.
(formerly Triangle, Inc.)
(Exact name of registrant as specified in its charter)
Colorado 000-22151 93-0969365
(State or other Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
444 Madison Avenue, Suite 1710
New York, NY 10022
Address of Principal
Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 750-7878
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Item 5. Other Events.
The registrant has been unable to raise the capital required
to implement the PetCare, Inc. business plan (acquisition of
operating veterinarian pet hospitals and consolidation of
operations thereof). Therefore, as of July 7, 1997 PetHealth
Systems, Inc. (the "registrant"), and the former principal
shareholders of PetCare, Inc. have agreed to the cancellation of
the Agreement and Plan of Share Exchange (the "Agreement").
The execution and closing of the Agreement previously was
reported on Form 8-K, which was filed with the Securities and
Exchange Commission on February 19, 1997. Pursuant to the
Agreement which has been canceled, the registrant had acquired all
of the outstanding shares of Common Stock of PetCare, Inc. from its
shareholders effective as of February 10, 1997, in exchange for
3,000,000 restricted shares of Common Stock of the registrant
issued to such individuals or to entities controlled by such
shareholders. In addition, the following occurred in connection
with the original closing of the Agreement: the three original
directors of the registrant (as of February 7, 1996) elected the
directors of PetCare, Inc. to the board of directors of the
registrant, and the three original directors resigned; the name of
the registrant was changed to PetHealth Systems, Inc.; and
(effective as of February 24, 1997) the outstanding shares of
Common Stock of the registrant were subjected to a 1 for 200
reverse stock split, such that from and after February 19, 1997
(and up until the date of cancellation of the original Agreement,
and the other share issuances, as noted below), there were issued
and outstanding 3,285,030 shares of Common Stock of the registrant.
In addition, in connection with the original Agreement, the
registrant registered its class of Common Stock with the Securities
and Exchange Commission, pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
Upon cancellation of the original Agreement, the following
events occurred:
(a) 2,700,000 of the 3,000,000 shares of Common Stock (which
the registrant originally had issued to the five principal
shareholders of PetCare, Inc. in exchange for their shares of
Common Stock of PetCare, Inc.), were returned to the registrant for
cancellation. Such shares were returned by Ted A. Sprinkle, Jr.,
Kenneth J. Rotondo, Thomas A. LeVine, Joseph J. Messina, and MIS
Management, Inc. (an affiliate of Martin I. Saposnick). No
consideration was provided by the registrant, or any third party,
in connection with such return of shares. The remaining 300,000
shares of Common Stock, which had been originally issued to
minority shareholders of PetCare, Inc. for services provided to
PetCare, Inc. prior to its acquisition by the registrant, will not
be returned to the registrant for cancellation.
(b) Ted A. Sprinkle, Jr. (who became President and a director
of the registrant in February, 1997), and Kenneth J. Rotondo (who
became Executive Vice President and a director of the registrant in
February, 1997), resigned their positions with the registrant.
Thereafter, on July 18, 1997, Joseph J. Messina (who became a
director of the registrant in February, 1997), and Martin I.
Saposnick (who became a director of the registrant in February,
1997), acting as the remaining directors on the board of directors
of the registrant, elected as directors and/or officers of the
registrant, as of July 18, 1997, the following persons: Robert
Gordon, director, President (Chief Executive Officer) and Chief
Financial Officer; Chip Kurzenhauser, director; Bryan Skelton,
director; and Gera Laun, Secretary. Thereafter, as of July 18,
1997, Mr. Messina and Mr. Saposnick resigned as directors of the
registrant.
(c) The registrant has determined not to further pursue the
PetCare, Inc. business plan. As of the date of this report, no
Veterinarian hospitals have been acquired and there are no
contracts for such acquisitions. The registrant has discussed a
possible disposition of the business plan for consideration,
including but not limited to a minority equity ownership interest
in a buyer of the business plan who would implement and finance the
plan, however, as of the date of this Form 8-K Report, such
discussions have been inconclusive.
(d) As disclosed in subparagraphs (i) through (ii) below, as
payment for services provided to the registrant, and for expenses
paid on behalf of the registrant, the registrant has issued 490,000
shares of Common Stock. As a result of such new share issuance,
and the issuance of 38,000 restricted shares of Common Stock (for
$76,000) in a private placement which was terminated in the second
quarter of 1997, the registrant now has 1,113,030 shares of Common
Stock issued and outstanding, after giving effect to the return to
the registrant and cancellation of 2,700,000 shares of Common Stock
which had been issued under the original Agreement.
(i) 400,000 of the 490,000 shares have been issued under the
1997 Stock Award Plan (registered on Form S-8), an additional
50,000 shares have been issued as restricted securities (not
registered on Form S-8), to the persons and in the respective
amounts set forth below, and 40,000 shares have been issued to new
officers and directors (see (ii) below).
(a) services which have been performed (and expenses
which have been paid) by Ameristar Group Incorporated, an affiliate
of Joseph J. Messina and Martin I. Saposnick (former directors of
the registrant who were elected to the board of directors in
connection with the closing of the original Agreement, and who have
resigned such positions), in the amounts of 100,000 shares to
Wilmont Holdings Corp., an affiliate of Mr. Messina, and 100,000
shares to Remsen Group, Ltd., an affiliate of Mr. Saposnick;
(b) services provided by consultants to the registrant,
in the amount of 150,000 shares;
(c) services provided by Robert K. Ellis, a former
officer and director of the registrant who resigned upon closing of
the original Agreement, in the amount of 25,000 shares, and
services provided by Peter Ellis, a former officer and director of
the registrant who resigned upon closing of the original Agreement,
in the amount of 25,000 shares. An additional 50,000 shares were
issued as restricted securities (not registered on Form S-8), in
the amounts of 25,000 shares to Robert K. Ellis and 25,000 shares
to Peter Ellis, for services provided by such persons. The total
of 100,000 shares issued to such two individuals take the place of
and cancel the proposed issuance to them of 75,000 shares to Robert
K. Ellis (and an additional 75,000 shares to his son Peter Ellis),
plus an additional issuance of warrants to purchase 75,000 shares
of Common Stock, as had been disclosed in the registrant's Form 10-KSB
Report for fiscal 1997); and
(ii) 40,000 shares of the 490,000 shares have been issued as
restricted securities (not registered on Form S-8) to the new
officers and directors of the registrant, for services provided to
the registrant, in the amounts of 20,000 shares to Robert Gordon,
5,000 shares to Gera Laun, 5,000 shares to Chip Kurzenhauser, and
10,000 shares to Bryan Skelton; and
(e) an incentive stock option to purchase 50,000 shares of
Common Stock has been issued to a consultant not affiliated with
the registrant. The option was issued under the Incentive Stock
Option Plan of the registrant, which Plan is registered with the
Securities and Exchange Commission on Form S-8. The option is
exercisable for three years from July 18, 1997, at $0.50 per share.
The registrant intends to seek other business opportunities
for acquisition or merger. As of the date of this report, the
registrant is in discussions with several possible acquisition or
merger candidate companies, however, no acquisition or merger
contracts have been signed and no agreements in principle have been
reached as of the date of this Form 8-K Report.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
PetHealth Systems, Inc.
(Registrant)
By: /s/ Robert Gordon
Name: Robert Gordon
Title: President
Dated: July 31, 1997
