SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 10, 1997
TRIANGLE, INC.
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Exact Name of Registrant as Specified in its Charter)
Colorado 33-25253 93-0969365
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
830 Northeast Loop 410, Suite 305B
San Antonio, TX 78209
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 821-5577
Not Applicable
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(Former Name, Former Address or Former Fiscal Year,
if Changed From Last Report)
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ITEM 5. OTHER EVENTS
As of January 10, 1997 the registrant signed a letter of
intent for the acquisition by the registrant of PetCare, Inc.
("PetCare"), a Delaware corporation with offices at 444 Madison
Avenue, Suite 1710, New York, New York. PetCare is a newly
organized company which will acquire and operate veterinarian
animal hospitals, initially in New York and other eastern seaboard
states. The officers and directors of PetCare are Thomas LeVine,
Theodore Sprinkle, Jr., DVM, Kenneth Rotondo, DVM, Joseph J.
Messina, and Martin I. Saposnick.
Pursuant to the letter of intent, the registrant and PetCare
will enter into a formal Acquisition Agreement ("Agreement"), by
which (i) the registrant will acquire all issued and outstanding
shares of Common Stock of PetCare in exchange for issuance of
600,000,000 restricted shares of Common Stock of the registrant,
and (ii) the registrant thereafter will effect a reverse split of
the registrant's shares of Common Stock outstanding, so that not
more than 300,000 shares of Common Stock (representing the
currently outstanding shares) are issued and outstanding after the
stock split. After the acquisition, PetCare would be operated as
a wholly-owned subsidiary of the registrant.
Closing of the Agreement will be subject to approval by the
boards of directors of the registrant and PetCare, to the
fulfillment of customary representations and warranties to be made
by both parties in the Agreement, and to approval of the Agreement
by the shareholders of PetCare. Approval by the shareholders of
the registrant will not be required. However, after the closing of
the Acquisition Agreement, the new board of directors of the
registrant will ask the shareholders of the registrant to approve
the reverse split of the registrant's Common Stock, the change in
the name of the registrant to "PetCare, Inc." or similar name which
indicates the business sector, and such other matters as amy be
deemed appropriate by such board of directors. The registrant
anticipates the special meeting will be convened in January 1997,
however, no record date for the special meeting has been set as of
this Report date.
The registrant will file a further Form 8-K Report upon
execution and delivery of the Agreement by the parties.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
TRIANGLE, INC.
(Registrant)
Dated: January 10, 1997 By: s/ Robert K. Ellis
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ROBERT K. ELLIS, President
