Part I of this Report was the subject of a Form 12b-25
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-93277-D
MEDIZONE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0412648
(State or other jurisdiction (I.R.S. Employer)
of incorporation or Identification No.)
organization)
123 East 54th Street
New York, New York 10022
(Address of principal executive offices, zip code)
(212) 421-0303
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES |X| No
At August 7, 1996, there were outstanding 129,951,613 shares of the
registrant's common stock.
Page 1 of 5 pages
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MEDIZONE INTERNATIONAL, INC., AND SUBSIDIARIES
FORM 1O-Q
INDEX
June 30, 1996
PART I - FINANCIAL INFORMATION
------------------------------
Page
Number
Part I of this report is the subject of a Form 12b-25. -
PART II - OTHER INFORMATION
---------------------------
Item 4 - Submission of Matters to Securities Holders 3
Item 6 - Exhibits and Reports on Form 8-K 5
Signatures
Page 2 of 5 pages
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PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a
Vote of Securities Holders
--------------------------
On July 10, 1996, Medizone International, Inc. (the "Registrant") held
its annual meeting of shareholders, at which the matters described below were
voted upon by the Registrant's shareholders.
A. Election of Directors
---------------------
Five directors, comprising the entire board, were elected to the
Registrant's Board of Directors. These individuals will serve as directors until
the Registrant's next annual meeting of shareholders and until their successors
have been elected and shall have been qualified.
These individuals, and their tabulated votes, are as follows:
Votes
Votes for Against Abstentions
--------- ------- -----------
Joseph S. Latino 65,873,181 0 12,603,552
George Handel 65,865,381 0 12,611,352
John D. Pealer 65,865,381 0 12,611,352
Kenneth Gropper 77,133,181 0 1,343,552
Richard G. Solomon 77,083,384 0 1,397,352
There were no other nominations for director.
B. Enlarging the Period During Which Notice
of a Shareholders' Meeting May Be Provided
------------------------------------------
The Registrant's stockholders approved a resolution amending
Registrant's By-Laws to provide that notice of an annual or a special meeting of
shareholders may be delivered up to 60 days prior to such meeting.
The vote for this measure was as follows:
Votes for Votes Against Abstentions
- --------- ------------- -----------
77,652,041 967,292 117,480
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C. Eliminating the Personal Liability of Directors
-----------------------------------------------
The Registrant's stockholders approved a resolution amending the
Registrant's Articles of Incorporation to eliminate the personal liability of
directors to the extent permitted by law.
The vote for this measure was as follows:
Votes for Votes Against Abstentions
- --------- ------------- -----------
65,245,057 14,086,470 235,286
D. Indemnification of Officers and Directors
-----------------------------------------
The Registrant's stockholders approved a resolution amending the
Registrant's By-Laws to authorize indemnification agreements between the Company
and its officers and directors and authorized the Registrant to enter into
indemnification agreements with its present officers and directors and with each
future officer and director when and as the Board of Directors deems it
appropriate.
The vote for this measure was as follows:
Votes for Votes Against Abstentions
- --------- ------------- -----------
65,276,077 13,295,870 264,866
E. Ratification of appointment of Independent Public Accountant
------------------------------------------------------------
The Registrant's stockholders ratified the selection of Andersen
Andersen & Strong, L.C. as the Registrant's independent public accountant for
the 1996 calendar year by the following vote:
Votes for Votes Against Abstentions
- --------- ------------- -----------
77,262,043 668,550 51,142
August 14, 1996
Page 4 of 5 pages
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(b) (i) In a report on Form 8-K dated July 1, 1996, the Registrant
reported that the Italian Ministry of Health has approved the commencement of
Phase I clinical trials to study the effects of Medizone (the drug) on patients
infected with HIV, at San Raffaele Hospital of the University of Milan
("Milan"), and Hepatitis B (chronic active), at the Regional Oncology Center and
AIDS Treatment Center at Aviano ("Aviano"), which confirmed the earlier
approvals of these trials. Commencement by the respective ethics committees of
Milan and Aviano. The Registrant further reported that the actual commencement
of these trials was contingent upon the Registrant's commitment to pay for
laboratory tests performed by each institution that are outside the scope of the
normal realm of clinical analysis performed by the testing institutions. The
Registrant reported that it is presently without the financial wherewithal to
enter into such binding commitments (estimated at an aggregate of $330,000) and
neither trial will commence until the respective commitments are made by the
Registrant. The Registrant also reported on the progress of its agreement with
an Italian manufacturer to provide ozone generating devices for use in the
Italian trials.
(ii) In a report on Form 8-K dated August 1, 1996, the Registrant
reported that, on July 31, 1996, the Registrant's Board of Directors, pursuant
to the Registrant's By-laws, appointed Howard L. Feinsand and Lawrence J. Sosnow
as directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIZONE INTERNATIONAL, INC.
---------------------------
(Registrant)
/s/ Arthur P. Bergeron
---------------------------
Arthur P. Bergeron
Vice President and
Chief Financial Officer
August 14, 1996
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