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 Earliest Event Reported: October 19, 1999
PETHEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-22151 93-0969365
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation or No.)
organization)
4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728
(Address of principal executive offices, including zip code)
(732) 409-1212
(Registrant's telephone number, including area code)
Former name of Registrant: Triangle, Inc.
Item 1. Changes in Control of Registrant.
On October 19, 1999, as a result of the Stock Purchase
Agreement (the "Purchase Agreement") entered into
between PetHealth Systems, Inc. ("PetHealth" or the
"Company"), Jagerton Research Limited ("Jagerton") and
Martin I. Saposnick, Jagerton purchased 672,500 shares
of common stock of PetHealth from various PetHealth
shareholders listed below for total consideration of
$225,000. The consideration was paid by Jagerton in the
following manner: (i) $97,700 was paid to the
shareholders owning the 672,500 shares sold to Jagerton;
and (ii)$127,300 was paid by Jagerton to Ameristar
Group, Inc. ("Ameristar") for PetHealth's obligation to
Ameristar due under a promissory note in the amount of
$127,300. In connection with the Purchase Agreement,
Jagerton also received an option to purchase an additional
50,000 shares of common stock of the Company at a price of
$.50 per share. As a result of the Purchase Agreement,
Jagerton now directly owns approximately 58% of the
Company's shares of outstanding and issued common stock with
the option to purchase an additional 50,000 shares and may
be deemed to be in control.
The Purchase Agreement was adopted, ratified and approved by
the members of the Board of Directors of the Company,
and by the Board of Directors and all of the shareholders of
Jagerton. The source of the consideration used by Jagerton
to acquire its interest in the Company was its personal
funds. The basis of the "control" by Jagerton is its stock
ownership in PetHealth. See the table below.
Jagerton acquired the shares from 20 different entities.
Only 3 such entities had 5% or more of the issued and
outstanding shares of the Company. The following is a list
of all shareholders that sold their shares to Jagerton and
the amount of shares held by each shareholder:
<TABLE>
<S> <C>
Remsen Group Ltd. - 100,000 shares
Wilmont Holdings Corp. - 100,000 shares
J.J. Kandele Inc. - 100,000 shares
Linda Li - 50,000 shares
Ilene Meyers - 50,000 shares
Clair Li - 25,000 shares
Steve Auerbach - 25,000 shares
Robert Gordon - 20,000 shares
Gera Laun - 5,000 shares
Jude Barbera - 30,000 shares
Judith Newfield - 5,000 shares
Jeff Pearlman - 42,500 shares
Dr. & Mrs. George Josephson - 10,000 shares
Dr. & Mrs. Robert Miller - 10,000 shares
William Cleary - 10,400 shares
Arlene Gaetani - 25,000 shares
Brian Skelton - 39,600 shares
George A. Zahos - 10,000 shares
Robert Auslander - 5,000 shares
Karen A. Baker - 10,000 shares
</TABLE>
A copy of the Agreement accompanies this Report, which, by
this reference, is incorporated herein; the foregoing
summary is modified in its entirety by such reference.
The following table contains information regarding
shareholdings of the Company's current directors and
executive officers and those persons or entities who
beneficially own more than 5% of the Company's issued
and outstanding common stock, after taking into account
the completion of the Purchase Agreement:
<TABLE>
<S> <C> <C> <C>
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jagerton Research Limited Shareholder 672,500 58.0%
Richard I. Anslow President/Secretary 0 0.0%
and Director
All directors and executive officers
as a group 0.0%
</TABLE>
MANAGEMENT
<TABLE>
<S> <C> <C>
Names Title or Position Age
Richard I. Anslow President, Secretary and Director 38
</TABLE>
RICHARD I. ANSLOW. President, Secretary and Director, age
38, is an attorney admitted to practice law in New York,
New Jersey and the District of Columbia. Mr. Anslow
graduated from the Benjamin N. Cardozo School of Law
(Yeshiva University) and received a Juris Doctor in
1985. He received a Bachelor of Science Degree in
Accounting from the State University of New York at
Buffalo in 1982. He started his career as a tax
attorney with the accounting firm of Ernst & Young
(formerly known as Arthur Young & Co.). Thereafter, he
worked for several law firms in New York City and New
Jersey. He started his own legal practice in 1993.
Item 4. Changes in Registrant's Certifying Accountant.
(a ) Previous Independent Auditors:
(i) Janet Loss, C.P.A, P.C. ("Loss") was replaced as the
independent auditor for the Company on September 23,
1999.
(ii) Loss's reports on the financial statements of the
Company for the two fiscal years ended December 31, 1998
contain no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) The Company's Board of Directors approved the change
in accountants.
(iv) For the two most recent fiscal years ended December
31, 1998 through September 22, 1999, there has been no
disagreement between the Company and Loss on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of
Loss would have caused it to make a reference to the
subject matter of the disagreement in connection with its
reports.
In connection with Purchase Agreement set forth in Item 1
above, the new officer and director of PetHealth agreed
to retain Varma and Associates for its accounting work.
(v) During the two most recent fiscal years ended
December 31, 1998 and through September 22, 1999 the
Company has not been advised of any matters described in
Regulation S-B, Item 304(a)(1)(B).
The Company has requested that Loss furnish it with a letter
addressed to the Securities and Exchange Commission
stating whether or not Loss agrees with the above
statements. A copy of such letter will be filed as
Exhibit (c) to this Form 8-K, when received.
(b) New Independent Accountants:
(i) The Company engaged, Varma & Associates, 610 Crown
Oak Centre Drive, Longwood, Florida 32750 ("Varma"), as
its new independent accountants as of September 23,
1999. Prior to such date, the Company did not consult
with Varma regarding (i) the application of accounting
principles,(ii) the type of audit opinion that might be
rendered by Varma, or (iii) any other matter that was the
subject of a disagreement between the Company and its former
auditor as described in Item 304(a)(1)(iv) of Regulation
S-B.
Item 6. Resignations of Directors and Executive Officers.
As a result of the Purchase Agreement, the following
resigned as officers and directors of the Company:
Robert Gordon resigned as President and Director; Gera
Laun resigned as Secretary; Chip Kurzenhauser resigned as
Director; and Brian Skelton resigned as Director. The
new majority shareholder of the Company, Jagerton (See
Item 1.) appointed Richard I. Anslow as the sole
Director of the Company. Mr. Anslow as the sole Director of
the Company appointed himself as President and Secretary of
the Company. The previous Directors and Officers resigned
solely as a result of the Purchase Agreement and there
was no disagreement with the Company.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Letter from Janet Loss, CPA, P.C. to be filed
by amendment.
Exhibits pursuant to Item 601 of Regulation S-B:
Exhibit No. Description
- - ----------- ------------------------
2 Asset Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Company has duly caused this Report to
be signed on its behalf by the undersigned hereunto duly
authorized.
PETHEALTH SYSTEMS, INC.
/s/ RICHARD I. ANSLOW, President
-----------------------------
By: RICHARD I. ANSLOW, President
Date: November 2, 1999
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- - ----------- ------------------------
2 Asset Purchase Agreement
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, entered into
the 25th day of September 1998, by. between and among:
JAGERTON RESEARCH LIMITED, or its assignees, a
corporation whose address is c/o Richard I. Anslow, Esq.,
4255 Route 9, Freehold, NJ 07728, hereinafter
referred to as the "Purchaser";
PETHEALTH SYSTEMS, INC., a corporation organized
under the laws of the State of Colorado, with its
principal offices located at 444 Madison Avenue Suite 17
1 0, New York, New York 10022, hereinafter referred to
as "PetHealth"; and
MARTIN I. SAPOSNICK, whose office address is 444
Madison Avenue Suite 1710, New York, New York,
hereinafter referred to as the "Representative," who
represents certain of the shareholders of PetHealth who
are collectively referred to herein as "Sellers."
All of the foregoing are sometimes herein collectively
referred to as "the Parties."
WITNESSETH:
WHEREAS, PetHealth is a publicly held corporation
whose common stock is traded in the over-the-counter
market on the "Bulletin Board" and which currently has
no business operations; and
WHEREAS, Sellers are the owners and holders of an
aggregate of 720,000 shares of PetHealth common stock
(inclusive of an option to purchase 50,000 shares
previously granted to Jeffrey Pearlman as set forth
below) which constitutes Approximately SIXTY- TWO (62%)
percent of the shares of the Common Stock (hereinafter
referred to as the "Stock") of PetHealth; and
WHEREAS, Sellers, through Representative, desire to
sell to Purchaser, and Purchaser desires to purchase
from Sellers, all of the Stock owned by Sellers for the
consideration and under the terms hereinafter set forth;
and
WHEREAS, PetHealth confirms that (i) there is
authorized only one class of Common Stock of which there
is issued and outstanding a total of 1,153,000 shares
and no other security convertible into shares of common
stock are issued and outstanding in PetHealth; and (ii)
there are no warrants, options, rights or other obligations
of any nature and kind whereby PetHealth would be obligated
to issue any additional shares of Common Stock or of any
other type or kind of security except for an option to
Jeffrey Pearlman to purchase up to 50,000 shares at a price
of $0.50 per share;
NOW, THEREFORE, in consideration of the promises and
mutual representations. warranties and covenants herein
contained, the Parties hereto accept and adopt this
Stock Purchase Agreement (the "Agreement"), and hereby
pecifically agree as follows:
1. Purchase of Seller's Stock. The Parties
agree that at the Closing Date hereinafter specified and
subject to the conditions hereof, Sellers, through their
Representative, shall sell, assign and transfer to
Purchaser free from any liens, claims or encumbrances,
all of the Sellers' Stock in PetHealth (a total of 720,000
shares of Common Stock, inclusive of the option to
purchase 50,000 shares at a price of $0.50 per share
previously granted to Jeffrey Pearlman), and the
Purchaser agrees to purchase acquire all of such Stock
and option, subject to the conditions, covenants and
agreements herein set forth and for the considerations
hereinafter described, and upon payment in full of the
consideration and performance of the other covenants and
conditions hereof, Purchaser shall become the exclusive
owner of the Stock.
2. Consideration.
a. Purchase Price. The Purchaser agrees to
pay to Sellers the total sum of $97,700 as the purchase
price for the Stock and option, plus compliance with
such other obligations as are specifically set forth herein
below;
b. Payment and Relief of PetHealth
Obligations. In addition to the Purchase Price,
Purchaser shall pay the obligation to Ameristar Group,
Inc. in the amount of $127,300, which payment shall be
made on or before the Closing Date hereof. Such
obligation shall be assigned to a party chosen by
Purchaser.
c. Payment Upon Execution. Upon
execution of this Agreement, Purchaser shall pay Seller
$119,980 as a deposit towards the purchase price.
Seller's attorney, as part of such payment may release funds
currently held by him belonging to Purchaser and shall
hold in the place of such funds the Stock, together with
appropriate Medallion Guaranteed Stock Powers in escrow
until closing.
3. Delivery of Stock. On the Closing Date as set
forth herein and subject to the payment of the
consideration as set forth in Paragraph 2 of this
Agreement, Sellers will deliver all of the Stock, in
good transferable form, duly endorsed for transfer with all
transfer taxes paid, if any. Upon execution of this
Agreement Seller may not cause to be issued by PetHealth
any additional shares from treasury or undertake any, stock
splits. stock dividend or the like.
4. Warranties and Representations of Sellers.
Sellers, through Representative, warrants and represents
to the Purchaser the following:
(a) Seller hereby represents and warrants to
the Purchaser that the Stock is duly and validly issued,
fully paid and non-assessable, and is free and clear of
all voting trusts, agreements, arrangements, liens and
all other encumbrances, claims, equities and liabilities
of every nature, and Sellers, having duly taken all action
required to transfer the Stock to the Purchaser, have
the unqualified right to sell, assign and transfer the
Stock to the Purchaser and to deliver clear and
unencumbered title thereto and upon delivery of the Stock as
herein provided, clear and unencumbered title thereto shall be
conveyed to the Purchaser.
(b) Representative has full right power and
authority granted by each Seller of the Stock to enter
into this Agreement on their behalf and to perform the
duties to be performed by Representative herein
including but not limited to the granting of direction
of the payment of the Purchase Price by Purchaser;
(c) Sellers warrant that Purchaser has been
supplied by Representative a true and correct copy of
the audited balance sheet and accounts of PetHealth for
the year ended December 31, 1997 and unaudited
statements for the period ended June 30, 1998, which
information has been prepared in accordance with
generally accepted accounting
principles. Sellers further warrant that from the date
of the financial statements described above until the
date of this Agreement, and at the Closing Date, there
has been or there will not be any event which would
reflect any adverse change in the circumstances of or the
financial condition of PetHealth. Sellers warrants that all
liabilities of PetHealth are included in the financial
information given to Purchaser and that upon payment of
the obligations set forth in Paragraph 2(b) above, PetHealth
will have no liabilities remaining on its balance sheet.
(d) PetHealth is a corporation duly formed
and in good standing under the laws of its state of
incorporation and with all governmental or regulatory
agencies;
(e) All filings required by all regulatory
agencies relating to PetHealth's status as a publicly
held and trading corporation are current and properly
made.
(f) All taxes, state, federal and local are
current with no amounts due.
(g) Sellers warrant and represent that there
are no suits, complaints, arbitration proceedings,
regulatory agency proceedings, or contingent liabilities
outstanding as of the date hereof or on the Closing
date, which would result in liability or loss after the
Closing Date pertaining to the activities of PetHealth
or which could adversely affect the right of any Seller
in the Stock to be delivered hereunder.
(h) To the extent that any of the parties
whose Stock is being sold hereunder is a corporation,
such party has taken all required corporate action to
affirm and ratify the terms and conditions of
this Agreement and this Agreement is the valid and binding
corporate obligation of such party enforceable according
to its terms.
5. Warranties and Representations of Purchaser.
(a) Purchaser is a corporation duly formed
and in good standing under the laws of its incorporation and
with all governmental or regulatory agencies having
jurisdiction over its activities,
(b) Purchaser has taken all required
corporate action to affirm and ratify the terms and
conditions of this Agreement and this Agreement is the
valid and binding corporate obligation of such party
enforceable according to its terms.
6. Covenant of Sellers. At the Closing
together with the delivery of the Stock, Representative
will deliver the duly tendered resignation of all
officers and/or directors of PetHealth.
7. Indemnification. The parties agree to
indemnify each other as follows:
(a) In order to further induce Sellers to
enter into this Agreement, and for other good and
valuable considerations, receipt whereof is
acknowledged, Purchaser agrees to indemnify Sellers, and
their heirs and assigns, and to hold them harmless in
respect of. (i) any action, claim, obligation and all
liabilities of PetHealth of any nature, whether accrued,
contingent, absolute or otherwise, which shall arise
after the Closing Date, with respect to any action taken by
Purchaser after the sale of the Stock from Sellers to
Purchaser, and which would in any way subject Sellers to
any personal liability, cost or obligation; (ii) any action,
obligation, claim or liability arising from any breach of
warranty, misrepresentation or covenant made in this
Agreement;
(iii) any damage or deficiency arising from any such
action or failure to act; and (iv) all actions, suits,
proceedings, demands, assessments, fines, judgements, costs,
expenses or reasonable attorney's fees incident to the
foregoing.
(b) In order to further induce the Purchaser
to enter into this Agreement, and for other good and
valuable considerations, receipt whereof is hereby
acknowledged, Seller agree to indemnify Purchaser and
its successors and assigns, and to hold them harmless in
respect of: (i) any action, claim, obligation and all
liabilities of PetHealth of any nature, whether accrued,
contingent, absolute or otherwise, which shall arise
before the Closing Date due to undisclosed claims or
obligations not set forth in PetHealth's financial
statements or any other written document given to the
Purchaser prior to the Closing Date; (ii) any action,
obligation, claim or liability arising from any breach
of warranty, misrepresentation or covenant made in this
Agreement; (iii) any damage or deficiency arising from
any such action or failure to act; and (iv) all actions,
suits, proceedings, demands, assessments, fines,
judgements, costs, expenses or reasonable attorney's
fees incident to the foregoing: provided, however, that
anything herein contained to the contrary notwithstanding,
Sellers shall be responsible for those liabilities which are
not disclosed to Purchaser before the Closing Date.
8. Closing. The following provisions shall
apply to a closing of the transaction contemplated by
this Agreement:
(a) The closing of the transactions described
in this Agreement (the "Closing Date") shall take place
on October 1, 1998, or as may be otherwise agreed to by
the parties in writing, and shall take place at such place
and time as the parties may agree.
(b) Each party will comply with their
respective requirements at the Closing and will deliver
appropriate documents and payment as called for by this
Agreement.
9. Termination. This Agreement may be
terminated and abandoned at any time prior to the
Closing Date upon the following conditions:
(a) By the mutual consent of the parties;
(b) By either party by giving written notice
to the other party if, in the bona fide judgement of
such terminating party, there shall have been a
violation of any covenant or agreement set forth herein;
or if any warranty or representation shall be untrue; or
if such terminating party should, in his bona fide
judgement, believes that the acquisition or sale is
inadvisable by reason of any the existence or threat of a
liability or obligation of such other person not previously
known at the time of this Agreement.
10. Effect of Termination. In the event of the
termination and abandonment of the purchase described
herein and this Agreement as herein provided in
Paragraph IO, notice shall be given to the person to be
notified of the termination or abandonment as herein
provided, and thereupon this Agreement shall become
wholly void and of no effect, and there shall be no
liability on the part of any person who is a party
hereto, nor any liability for the Board of Directors,
stockholders, officers or directors of PetHealth or any
other party to this Agreement. Provided, however, each
party reserves the right to bring any action for breach
of this Agreement if such termination was not made in
accordance with the provisions hereof. If any funds
were paid to the Seller or any Stock transferred to the
Purchaser prior to the termination as herein provided,
then in such event, all sums will be returned to the
Purchaser and all Stock will be returned to the Seller.
Nature and Survival of Representations. All
representations, warranties and covenants made by a
party to this Agreement shall survive the execution of
this Agreement and the consummation of the transactions
contemplated hereby. All of the parties hereto are
executing and carrying out the provisions of this
Agreement. and relying solely upon the representations,
warranties and covenants contained in this Agreement and
not upon any investigation upon which they or it might
have made or any representation, warranties. agreements,
promises or information. written or oral made by the other
party, or by persons other than as specifically set forth
herein
12. Miscellaneous. The following
miscellaneous provisions shall apply to this Agreement:
(a) Counterparts. This Agreement may be
executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument.
(b) Entire Agreement. This Agreement
constitutes the entire agreement among the parties
pertaining to the subject matter hereof, and supersedes
all prior and contemporaneous agreements and
understandings of the parties in connection herewith.
There are no oral promises, conditions, representations,
understandings, interpretations or terms of any kind as
conditions or inducements to the execution of this
Agreement.
(c) Successors. This Agreement shall be
binding upon the parties hereto, and inure to the
benefit of the parties, and their respective successors
in interest and assigns.
(d) Further Assurances. At any time and
from time to time after the date hereof, each party will
execute such additional instruments and take such action
as may be reasonably requested by the other party to
confirm or perfect title to any property transferred
hereunder or otherwise to carry out the intent and purposes of this Agreement.
(e) Waiver. Any failure on the part of any
party hereto to comply with any of the obligations,
agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
(f) Notices. All notices and
communications hereunder shall be made in writing and
shall be deemed to have been given if delivered in
person or sent by prepaid, first class, registered or
certified mail, return receipt requested to each party
hereto at the address set forth herein.
(g) Severability. The parties to this
Agreement hereby agree and affirm that none of the above
provisions is dependent upon the validity or of any
other provisions, and if any part of this Agreement is
deemed to be unenforceable, the balance of the Agreement
shall remain in full force and effect.
(h) Finder's Fees. The parties hereto
acknowledge that no other party has acted as a finder in
this transaction.
(i) Headings. The section and subsection
headings in this Agreement are inserted for convenience
only, and shall not affect in any way the meaning or
interpretation of this Agreement.
(j) Governing Law. The validity,
interpretation and effect of this Agreement shall be
governed exclusively by the laws of the State of New
York without giving effect to the principles of
conflicts of laws thereof. The parties agree that any
action. proceeding or claim arising out of or in any way
relating to this Agreement shall be brought and enforced in
the courts of the State of New York or of the United States
of America for the Southern District of New York and each
irrevocably submits to such jurisdiction. The parties
hereby irrevocably waive any objection to such jurisdiction
or inconvenient forum. Any such process or summons to be
served upon any of the parties may be served by
transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, to the
address set forth below hereof Such mailing shall be
deemed personal service and shall be legal and binding
upon the party served in any action. proceeding or
claim.
(k) Amendment. This Agreement or any
provision hereof, may not be changed, waived, terminated
or discharged except by means of a written supplemental
instrument signed by the party or parties against whom
enforcement of the change, waiver, termination or
discharge is sought.
IN WITNESS WHEREOF, the parties have
executed this Agreement on the above written date.
JAGERTON RESEARCH LIMITED
By:/s/
-----------------------------
PETHEALTH SYSTEMS, INC.
By:/s/
------------------------------
/s/
---------------------------------
SHAREHOLDERS REPRESENTATIVE
