SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
240.14a-12
MEDIZONE INTERNATIONAL, INC.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement If Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined): . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Total fee paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the For of Schedule and the
date of its filing.
1) Amount Previously Paid: . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.. . . . . .
3) Filing Party: . . . . . . . . . . . . . . . . . . . . .
4) Date Filed: . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
MEDIZONE INTERNATIONAL, INC.
144 BUENA VISTA
STINSON BEACH, CALIFORNIA 94970
(415) 868-0300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 17, 1998
To the Shareholders:
Notice is hereby given that the Annual Meeting of the
Shareholders of Medizone International, Inc. ("the Company") will
be held at the Spinnaker Restaurant, 100 Spinnaker Dr., Sausalito,
California, on Thursday, September 17, 1998, at 11:00 a.m., Pacific
Daylight Time, and at any postponement or adjournment thereof, for
the following purposes, which are discussed in the following pages
and which are made part of this Notice:
1. To elect three directors, each to serve until the next
annual meeting of shareholders and until his successor is
elected and shall qualify;
2. To approve a proposal to adopt Amended and Restated
Bylaws of the Company;
3. To approve the Board of Directors' selection of Anderson,
Anderson & Strong, LLP as the Company's independent
auditors; and
4. To consider and act upon any other matters that properly
may come before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of
business on August 3, 1998 as the record date for the determination
of shareholders having the right to notice of, and to vote at, the
Annual Meeting of Shareholders and any adjournment thereof. A list
of such shareholders will be available for examination by a
shareholder for any purpose related to the meeting during ordinary
business hours at the offices of the Company at 144 Buena Vista,
Stinson Beach, California during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed Proxy
which is solicited by the Board of Directors of the Company and will
be voted as indicated in the accompanying Proxy Statement and Proxy.
Your vote is important. Please sign and date the enclosed Proxy and
return it promptly in the enclosed return envelope, whether or not
you expect to attend the meeting. The giving of your proxy as
requested will not affect your right to vote in person if you decide
to attend the Annual Meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, foreign
postage must be affixed. Your proxy is revocable at any time before
the meeting.
By Order of the Board of Directors,
Jill Marshall, Secretary
Stinson Beach, California
August 7, 1998
<PAGE>
MEDIZONE INTERNATIONAL, INC.
144 BUENA VISTA
STINSON BEACH, CALIFORNIA 94970
(415) 868-0300
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited by the Board of Directors of
Medizone International, Inc. (the "Company") for use in voting at the
Annual Meeting of Shareholders to be held at the Spinnaker
Restaurant, 100 Spinnaker Dr., Sausalito, California on September 17,
1998, at 11:00 a.m., Pacific Daylight Time, and at any postponement
or adjournment thereof, for the purposes set forth in the attached
notice. When proxies are properly dated, executed and returned, the
shares they represent will be voted at the Annual Meeting in
accordance with the instructions of the shareholder completing the
proxy. If no specific instructions are given, the shares will be
voted FOR the election of the nominees for directors set forth
herein, FOR approval of the Amended and Restated Bylaws of the
Company, and FOR ratification of the appointment of auditors. A
shareholder giving a proxy has the power to revoke it at any time
prior to its exercise by voting in person at the Annual Meeting, by
giving written notice to the Company's Secretary prior to the Annual
Meeting, or by giving a later dated proxy.
The presence at the meeting, in person or by proxy, of
shareholders holding in the aggregate a majority of the outstanding
shares of the Company's common stock entitled to vote shall
constitute a quorum for the transaction of business. The Company
does not have cumulative voting for directors; a plurality of the
votes properly cast for the election of directors by the shareholders
attending the meeting, in person or by proxy, will elect directors
to office. Action on a matter, other than the election of directors,
is approved if the votes properly cast favoring the action exceed the
votes cast opposing the action. Abstentions and broker non-votes
will count for purposes of establishing a quorum, but will not count
as votes cast for the election of directors or any other questions
and accordingly will have no effect. Votes cast by shareholders who
attend and vote in person or by proxy at the Annual Meeting will be
counted by inspectors to be appointed by the Company (it is
anticipated that the inspectors will be employees, attorneys or
agents of the Company).
The close of business on August 3, 1998, has been fixed as the
record date for determining the shareholders entitled to notice of,
and to vote at, the Annual Meeting. Each share shall be entitled to
one vote on all matters. As of the record date there were
144,323,804 shares of the Company's common stock outstanding and
entitled to vote. For a description of the principal holders of such
stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" below.
This Proxy Statement and the enclosed Proxy are being furnished to
shareholders on or about August 14, 1998.
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Bylaws, as amended, provide that the number of
directors shall range from three to seven, as determined from time
to time by the shareholders or the Board of Directors. Presently the
Company's Board of Directors consists of four members, three of whom
are nominees for election at the Annual Meeting. It is anticipated
that future financing and other transactions may, as a part of their
terms, require the expansion of the Board of Directors and
appointment of additional directors to fill the vacancies created by
such expansion. At such time, the Board of Directors will appoint
persons to fill the new vacancies, as provided in the Amended and
Restated Bylaws. Each director elected at the Annual Meeting will
hold office until a successor is elected and qualified, or until the
director resigns, is removed or becomes disqualified. Unless marked
otherwise, proxies received will be voted FOR the election of each
of the nominees named below. If any such person is unable or
unwilling to serve as a nominee for the office of director at the
date of the Annual Meeting or any postponement or adjournment
thereof, the proxies may be voted for a substitute nominee,
designated by the proxy holders or by the present Board of Directors
to fill such vacancy, or for the balance of those nominees named
without nomination of a substitute, or the Board may be reduced
accordingly. The Board of Directors has no reason to believe that any
of such nominees will be unwilling or unable to serve if elected as
a director.
The following information is furnished with respect to the
nominees. Stock ownership information is shown under the heading
"Security Ownership of Certain Beneficial Owners and Management" and
is based upon information furnished by the respective individuals.
Mr. Edwin G. Marshall, age 56, has been Chairman of the Board
since June 1997. Mr. Marshall was unanimously appointed Chief
Executive Officer of the Company by the Board of Directors in April
1998. Educated at Santa Rosa Junior College and the College of Marin,
he studied Business Administration and Fire Science. Until 1979, Mr.
Marshall worked as a professional fire fighter, rising to the rank
of Captain. From 1980 until 1994, Mr. Marshall was an entrepreneur,
involved mostly with real estate brokerage and investment, the
automobile business and stock investments. A major shareholder in
the Company since 1994, Mr. Marshall formed The Sand Dollar Solution,
a California limited partnership in 1997 and is the general partner
of that company.
Gerard V. Sunnen, M.D., age 56, has been a director of the
Company since June 1997. In April 1998, Dr. Sunnen was unanimously
appointed President of the Company by the Board of Directors. Dr.
Sunnen received his B.A. from Rutgers University and his M.D. from
the State University of New York. Dr. Sunnen served in the United
States Air Force as a medical doctor, holding the rank of Major. Dr.
Sunnen has been a practicing Clinical Psychiatrist and Psycho-
pharmacologist since 1971. He became interested in ozone in the mid-
1980's and studied under prominent German practitioners. He is the
author of "Ozone in Medicine: Overview and Future Directions,"
Journal of Advancement in Medicine, Vol. 1, No. 3 (1988). Since
taking over as the Company's Director of Science in June 1997, Dr.
Sunnen has led the Company aggressively in its scientific pursuits.
Among his many accomplishments on behalf of the Company in the last
year, Dr. Sunnen is the author of a new patent application recently
filed for the external use of ozone (Medizone) to treat pathological
conditions.
William Hitt, Ph.D.,M.D., age 72. A board member since June
1997, Dr. Hitt received a B.S. degree from the University of Denver
and a Ph.D. from Colorado A&M University. Dr. Hitt received his M.D.
from the University of Colorado and pursued post-medical school
studies at Duke University and Washington University School of
Medicine. Dr. Hitt has taught Microbiology and Virology at several
universities, including the Malcolm-Pratt Institute at Johns Hopkins
University. Dr. Hitt is a recipient of the prestigious Eli Lily
Award from the National Institutes of Health in 1953 for his
discovery and report of a new anaerobic species of mycoplasma.
Additionally, he received the Leeuwenhoek Award in 1960, the
Cientifico Destacado of Mexico in 1990 and 1992, and the Bioethics
International Award of Merit in 1993. A long-time member of the
World Health Organization, Dr. Hitt was a member of the Board of
Directors of Physicians Against Nuclear War, which organization was
awarded the Nobel Peace Prize in 1985. Dr. Hitt resides in Southern
California and operates a number of William Hitt Centers
internationally.
There is no family relationship between any directors of the
Company. Mr. Marshall's wife, Jill Marshall, is the Chief Operating
Officer and Secretary of the Company.
DIRECTOR COMPENSATION
Directors have not received any compensation for their services
as Directors of the Company. The Amended and Restated Bylaws to be
voted upon by the shareholders at the Annual Meeting, provide that
the Board of Directors may establish compensation levels for
Directors. At this time, Directors receive no compensation for their
service as such, although they may be reimbursed for certain expenses
incurred in connection with their attendance at meetings of the Board
or the Company which they attend or in which they participate.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Company's Board of Directors took action at 10 duly noticed
meetings of the Board during the fiscal year ended December 31, 1997.
Each nominee for director then serving as a director attended or
participated in all of the meetings of the Board of Directors.
Presently there are no active committees of the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES/CONSULTANTS
The following individuals serve as executive officers or
significant employees or consultants of the Company:
CURRENT
NAME AGE POSITION(S)(1)
- ----------------------- --- -----------------------------
Edwin G. Marshall 56 Chairman, Chief Executive
Officer
Dr. Gerard V. Sunnen 56 President, Director of
Science, Director
Arthur P. Bergeron 48 Vice President, Chief
Financial Officer, Treasurer
Jill Marshall 46 Chief Operating Officer,
Secretary
___________
(1) Directors serve for one year and until their successors are elected
and qualified. All officers serve at the pleasure of the Board of
Directors.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 31, 1998,
regarding beneficial stock ownership of (i) all persons known to the
Company to be beneficial owners of more than 5% of the outstanding
Common Stock; (ii) each director, and each person who served at any
time during fiscal year 1998 as the Company's CEO, and (iii) present
officers and directors of the Company as a group. Each of the
persons in the table below has sole voting power and sole dispositive
power as to all of the shares shown as beneficially owned by them
except as otherwise indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
<S> <C> <C>
Edwin G. Marshall 73,959,333(1) 36%
Director and Executive Officer
P.O. Box 742
Stinson Beach, CA 94970
Arthur P. Bergeron 3,830,334(2) 2.76%
Vice President, Treasurer and Chief
Financial Officer
40 Grove Street
Wellesley, MA 02181
Kenneth Gropper 660,000(3) 0.48%
Director
129 Eagle's Nest Road
Lincoln, NH 03251
Dr. Gerard V. Sunnen
President and Director 1,500,000 1.08%
200 East 23rd Street
New York, NY 10016
All Officers and Directors
as a Group (4 persons): 79,949,666(4) 37.7%
</TABLE>
(1) Includes (i) an aggregate of 160,000 shares owned of record by Mr.
Marshall's wife, 1,000 shares owned of record by his son, and
50,000 shares owned jointly with his mother, (ii) 6,571,428 shares
owned by Sand Dollar, of which he is the general partner, (iii)
250,000 shares owned directly by Mr. Marshall, (iv) 165,000 shares
held in street name; and (iv) options held by Sand Dollar to
purchase up to 66,761,905 shares of Common Stock exercisable at
prices ranging from $0.07 to $0.20 per share.
(2) Includes (i) 544,167 shares held through the Bergeron Profit
Sharing Plan; and (ii) 1,000,000 shares obtainable upon exercise
of the option granted in Mr. Bergeron's employment agreement
which vested on January 1, 1996 (500,000 shares) and January
1, 1997 (500,000 shares).
(3) Includes 500,000 shares registered in the name of his wife.
(4) Based on a total of 212,085,709 shares outstanding assuming
exercise of all options and warrants described above.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than
ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by regulation of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms
which they file. The Company is not aware of any transactions in its
outstanding securities by or on behalf of any director, executive officer
or ten percent holder, which would require the filing of any report pursuant
to Section 16(a) during the fiscal year ended December 31, 1997, that was
not filed with the Commission.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by
the Company for services rendered during the past three fiscal years to
persons serving as the Chief Executive Officer of the Company during the
last fiscal year. In June 1997, Joseph Latino was removed as the Company's
President and Chief Executive Officer. He was replaced by Milton G. Adair.
Mr. Adair resigned in April 1998 to pursue other interests and he was
succeeded by Mr. Marshall as the CEO and by Dr. Sunnen as the President.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
Name and Principal
Position Year Salary Bonus Options(#)
- --------------------- ---- ------- ------ -------------
<S> <C> <C> <C> <C>
Joseph S. Latino 1997(1) $ $ 0 0
President and CEO 1996 $ 180,000 $ 0 0
1995 $ 180,000 $ 0 3,000,000
Milton G. Adair 1998(2) $ 66,667 $ 0 0
1997 $ 66,667 $ 0 0
- ------------
</TABLE>
(1) Dr. Latino's employment was terminated by the Company on May 14,
1997. He was reimbursed for certain expenses in the amounts of
$33,222 and $45,642, in 1995 and 1996, respectively. In 1995 and
1996, the Company also provided Dr. Latino with health insurance.
The options referred to in the table expired May 14, 1998. Dr.
Latino did not exercise any options held by him.
(2) Mr. Adair left the Company in April 1998.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company and its former Chief Executive Officer, Joseph S. Latino
entered into an employment agreement, effective January 1, 1995,
pursuant to which the Company agreed to employ Dr. Latino as its Chief
Executive Officer and Director of Research, at a salary of $180,000 per
annum, for a one-year period or until terminated by either of the parties
in accordance with its terms. Dr. Latino received certain fringe benefits
under the contract including the use of an automobile and health and life
insurance. He was also granted an option to purchase 3,000,000 shares of
the Company's Common Stock, par value $.001, at a per share price of $.20.
The option was to vest in annual increments of 1,000,000 shares, on and
after January 1 of each of 1996, 1997 and 1998, provided that Dr. Latino was
still employed by the Company at such dates. The agreement continued in
effect in 1996 but was terminated for cause in May 1997. The options held
by Dr. Latino expired in May 1998.
The Company agreed to employ Arthur P. Bergeron, effective January
1, 1995, as its Chief Financial Officer, at a salary of $72,000 per annum,
plus monthly expenses and health insurance, for a one-year period or until
terminated by either party in accordance with its terms. Mr. Bergeron
continues to serve in the positions of Vice President, Treasurer and Chief
Financial Officer. Mr. Bergeron also continues in his private accounting
practice. Mr. Bergeron was also granted an option to purchase 1,500,000
shares of the Company's common stock, par value $.001, at a per share price
of $.20. This option was to vest in annual increments of 500,000 shares on
and after January 1 of each of 1996, 1997 and 1998, provided that Mr.
Bergeron is still employed by the Company at each such date. The agreement
also provides for certain bonuses to be paid if the Company achieves
certain financial results.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. Matters
concerning the compensation of executive officers are determined by the
Company's Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1997, the former members of the Board of Directors resigned
or were removed and replaced by a new Board of Directors which included
certain of the current Directors who will be voted upon at this Annual
Meeting of Shareholders. At that time, the new Board of Directors
authorized the Company to enter into an agreement with Sand Dollar pursuant
to which Sand Dollar was issued warrants to purchase an aggregate of
73,333,333 shares of the Company's Common Stock in connection with funding
arranged and/or provided by Sand Dollar. Sand Dollar purchased 5,714,286
shares of Common Stock pursuant to such warrants, at a price of $.07 per
share, for a total purchase price of $400,000. Sand Dollar has made
subsequent purchases under the warrants totaling $60,000 at $0.07 per share.
The current Chairman and Chief Executive Officer of the Company, Edwin G.
Marshall, is the General Partner of Sand Dollar.
PROPOSAL 2 -- APPROVAL OF AMENDED AND RESTATED BYLAWS
The Board of Directors has approved Amended and Restated Bylaws of
the Company (the "New Bylaws"). The New Bylaws reflect changes to Nevada
corporate law since the adoption of the original bylaws ("Old Bylaws"). The
Old Bylaws were adopted before the Company became an operating entity and
the Board of Directors believes that the New Bylaws are needed to provide
the Board of Directors and the Company with appropriate regulations that
more closely fit the current needs of the Company. A copy of the New Bylaws
is attached to and made a part of this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO ADOPT THE NEW BYLAWS.
SUMMARY OF NEW BYLAWS COMPARED TO OLD BYLAWS
The key provisions of the New Bylaws that differ from their
counterparts in the Old Bylaws are described briefly below. The following
summary is qualified in its entirety by the full text of the New Bylaws.
You are advised to read the New Bylaws and carefully consider the changes
that have been made before you mark your ballot.
The New Bylaws have been prepared and adopted by the Board of Directors
to update the Old Bylaws and to more accurately reflect the management
structure adopted by the Company. Among other things, the New Bylaws
address the following matters that are either omitted from the Old Bylaws
or that are treated in the Old Bylaws in an out-dated manner:
Officers. The New Bylaws include provisions allowing for appointment
of several executive officers that are commonly found in corporations.
These officers include Chief Executive Officer and Chief Operating Officer.
The New Bylaws plainly describe the duties of all officers of the Company
and establish guidelines for managing the Company if one or more of these
offices is not filled.
Directors. The New Bylaws permit the Company to compensate
directors. Management believes this ability is necessary to attract and
retain qualified individuals as Board members. The Old Bylaws provided that
directors would receive no compensation. The Board has not determined what,
if any, compensation directors may receive following approval of the New
Bylaws.
Meetings and Corporate Governance. The New Bylaws reflect changes
and advances in technology, such as facsimile, email and same-day or next-
day courier service that have changed the pace of business internationally.
For example, the New Bylaws permit the directors to receive notice of
meetings by means of any one of these rapid methods of delivery. The New
Bylaws also give the Board some flexibility in setting the date of the
Company's annual meeting of shareholders, rather than suggesting a firm date
each year. A suggested form of notice and procedure for delivering notice
of shareholder meetings is also contained in the New Bylaws.
Like the Old Bylaws, the New Bylaws limit directors and officers'
liability for certain breaches of fiduciary duty and require the Company to
indemnify persons serving as directors of the Company from and against
personal liability for acts or omissions of the director or officer during
their service to the Company, to the fullest extent permitted by Nevada law.
PROPOSAL 3 APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Anderson, Anderson
& Strong as the independent auditors for the Company for the year ending
December 31, 1998. Anderson, Anderson & Strong also served as the Company's
independent auditors for the year ended December 31, 1997.
At the Annual Meeting, shareholders will be asked to ratify the
selection by the Board of Directors of Anderson, Anderson & Strong as the
Company's independent auditors.
Representatives of Anderson, Anderson & Strong may attend the 1998
Annual Meeting. If they attend, they will have an opportunity to make a
statement if they desire to do so, and they will be available to answer
appropriate questions from shareholders.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present, and has not been informed that any other
person intends to present, a matter for action at the 1998 Annual Meeting
other than as set forth herein and in the Notice of Annual Meeting. If any
other matter properly comes before the meeting, it is intended that the
holders of proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by
mail, certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no
such third party has been engaged by the Company as of the date hereof. The
Company will also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting materials to the beneficial owners of
common stock held of record and will reimburse such persons for forwarding
such material. The cost of this solicitation of proxies will be borne by
the Company.
ANNUAL REPORT
Copies of the Company's annual report on Form 10-K (including
financial statements and financial statement schedules) filed with the
securities and exchange commission may be obtained without charge by writing
to the Company - attention: Jill Marshall, P.O. Box 742, Stinson Beach,
California 94970. A request for a copy of the Company's Annual Report on
Form 10-K must set forth a good-faith representation that the requesting
party was either a holder of record or a beneficial owner of Common Stock
of the Company on August 3, 1998. Exhibits to the Form 10-K, if any, will
be mailed upon similar request and payment of specified fees to cover the
costs of copying and mailing such materials. These documents have been
filed by the Company with the Securities and Exchange Commission and are
posted and may be viewed at the Company's website: www.medizoneint.com and
at the Commission's website: www.sec.gov.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be considered for inclusion in
the proxy statement for presentation in connection with the next Annual
Meeting of Shareholders must be received by the Company by March 15, 1999.
The proposal must be in accordance with the provisions of Rule 14a-8
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934. The Company suggests that any such request be
submitted by certified mail, return receipt requested. The Board of
Directors will review any proposal which is timely received, and determine
whether it is a proper proposal to present to the 1999 Annual Meeting.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described
in this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Jill Marshall, Secretary
Stinson Beach, California
August 14, 1998
<PAGE>
APPENDICES
1. FORM OF PROXY
2. AMENDED AND RESTATED BYLAWS
<PAGE>
PROXY
MEDIZONE INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edwin G. Marshall and Gerard Sunnen and each
of them as Proxies, with full power of substitution, and hereby authorizes
them to represent and vote, as designated below, all shares of Common Stock
of the Company held of record by the undersigned on September 17, 1998 at
the Annual Meeting of Shareholders to be held at the Spinnaker Restaurant,
100 Spinnaker Dr., Sausalito, California, at 11:00 a.m., Pacific Daylight
Time, or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE,
INDICATE THE NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY
BY STRIKING A LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
Edwin G. Marshall, Gerard V. Sunnen, M.D., William Hitt, Ph.D., M.D.
2. To approve Amended and Restated Bylaws for the Company.
FOR AGAINST ABSTAIN
/ / / / / /
3. To approve and ratify the selection of Anderson, Anderson & Strong,
LLP as the Company's independent auditors for the fiscal year ending
December 31, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 and 3.
DATE:
---------------------------
-------------------------------------------
Signature
-------------------------------------------
Signature of joint holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
AMENDED AND RESTATED
BYLAWS
OF
MEDIZONE INTERNATIONAL, INC.
As adopted
August 6, 1998
TABLE OF CONTENTS
OF THE AMENDED AND RESTATED BYLAWS OF
MEDIZONE INTERNATIONAL, INC.
ARTICLE I. IDENTIFICATION
Section 1.01. Name
Section 1.02. Registered Office and Resident Agent
Section 1.03. Other Offices
Section 1.04. Seal
Section 1.05. Fiscal Year
ARTICLE II. CAPITAL STOCK
Section 2.01. Consideration for Shares
Section 2.02. Certificates Representing Shares
Section 2.03. Transfer of Stock
Section 2.04. Regulations
Section 2.05. Transfer Agents and Registrars
Section 2.06. Lost or Destroyed Certificates
ARTICLE III. SHAREHOLDERS
Section 3.01. Place of Shareholder Meetings
Section 3.02. Annual Shareholder Meetings
Section 3.03. Special Shareholder Meetings
Section 3.04. Business at Meetings of Shareholders
Section 3.05. Notice of Shareholder Meetings
Section 3.06. Shareholder Quorum
Section 3.07. Adjourned Shareholder Meetings
Section 3.08. Entry of Notice
Section 3.09. Voting
Section 3.10. Consent of Absentees
Section 3.11. Action Without Meeting
Section 3.12. Proxies
Section 3.13. Definition of Shareholder
ARTICLE IV. BOARD OF DIRECTORS
Section 4.01. Number; Term; Election
Section 4.02. Nominations
Section 4.03. Vacancies
Section 4.04. Annual Meetings
Section 4.05. Regular Meetings
Section 4.06. Other Meetings
Section 4.07. Notice of Adjourned Meetings
Section 4.08. Entry of Notice
Section 4.09. Waiver of Notice
Section 4.10. Quorum
Section 4.11. Participation in Meetings by Telephone
Section 4.12. Adjournment
Section 4.13. Action Without Meeting
Section 4.14. Fees and Compensation
Section 4.15. Limitation of Liability
Section 4.16. Indemnification; Advancement of Expenses
Section 4.17. Indemnification of Employees and Agents
Section 4.18. Powers of Directors
Section 4.19. Committees
Section 4.20. Audit Committee
ARTICLE V. OFFICERS
Section 5.01. Officers
Section 5.02. Election
Section 5.03. Subordinate Officers
Section 5.04. Removal and Resignation
Section 5.05. Vacancies
Section 5.06. Chairman of the Board
Section 5.07. Chief Executive Officer
Section 5.08. President
Section 5.09. Executive Vice Presidents
Section 5.10. Secretary
Section 5.11. Assistant Secretaries
Section 5.12. Chief Financial Officer
Section 5.13 Treasurer
Section 5.14 Assistant Treasurers
Section 5.15. Corporate Bank Accounts
Section 5.16. Transfers of Authority
ARTICLE VI. MISCELLANEOUS
Section 6.01. Record Date and Closing Stock Books
Section 6.02. Stock List
Section 6.03. Checks, Drafts, etc.
Section 6.04. Contracts, etc.; How Executed
Section 6.05. Representation of Shares
Section 6.06. Inspection of Bylaws
ARTICLE VII. AMENDMENTS
Section 7.01. Power of Shareholders
Section 7.02. Power of Directors
<PAGE>
AMENDED AND RESTATED
BYLAWS
OF
MEDIZONE INTERNATIONAL, INC.
ARTICLE I
IDENTIFICATION
SECTION 1.01. NAME. The name of the Corporation is MEDIZONE
INTERNATIONAL, INC.
SECTION 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The name
and address of the registered agent and office of the Corporation in the
State of Nevada shall be the registered office named in the Articles of
Incorporation of the Corporation or such other office (which need not be
a place of business of the Corporation) as may be designated from time to
time by the Board of Directors in the manner provided by law.
SECTION 1.03. OTHER OFFICES. The principal business office of
the Corporation shall be established by the Board of Directors and branch
or subordinate offices may be established by the Board of Directors.
SECTION 1.04. SEAL. The seal of the Corporation, if any, will
be circular in form and mounted upon a metal die, suitable for impressing
the same upon paper. The use of the seal is not necessary on any
corporate document and its use or non-use shall not in any way affect the
legality of the document.
SECTION 1.05. FISCAL YEAR. The fiscal year of the Corporation
will be determined by resolution of the Board of Directors.
ARTICLE II
CAPITAL STOCK
SECTION 2.01. CONSIDERATION FOR SHARES. The capital stock may
be issued for such consideration, expressed in dollars, as shall be fixed
from time to time by the Board of Directors. Treasury shares may be
disposed of by the Corporation for such consideration expressed in dollars
as may be fixed from time to time by the Board of Directors.
SECTION 2.02. CERTIFICATES REPRESENTING SHARES. Each holder of
the capital stock of the Corporation is entitled to a certificate in such
form as may be required by applicable law signed by the Chairman of the
Board, President, Chief Executive Officer, Chief Operating Officer or a
Vice President, and the Secretary (or an Assistant Secretary), certifying
the number of shares owned by the shareholder in the Corporation. In case
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any certificate or
certificates shall cease to be an officer or officers of the Corporation,
whether because of death, resignation or otherwise, before the certificate
or certificates shall have been delivered by the Corporation, the
certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed the
certificate or certificates, or whose facsimile signature or signatures
shall have been used thereon, had not ceased to be an officer or officers
of the Corporation.
SECTION 2.03. TRANSFER OF STOCK. Transfers of stock shall be
made only upon the transfer books of the Corporation kept in an office of
the Corporation or by transfer agents designated to transfer shares of the
stock of the Corporation.
SECTION 2.04. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
SECTION 2.05. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more transfer agent and one or more registrar
with respect to the certificates representing shares of stock of the
Corporation.
SECTION 2.06. LOST OR DESTROYED CERTIFICATES. The Corporation
may issue a new certificate for stock of the Corporation in place of any
certificate theretofore issued by it, alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require the
owner of the lost or destroyed certificate or his, her or its legal
representative, to give the Corporation a bond in such form and amount as
the Board of Directors may direct, and with such surety or sureties as may
be satisfactory to the Board of Directors, to indemnify the Corporation
and its transfer agent(s) and/or registrar(s), if any, against any claims
that may be made against it or any such transfer agent or registrar on
account of the issuance of such new certificate. A new certificate may be
issued without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.
ARTICLE III
SHAREHOLDERS
SECTION 3.01. PLACE OF SHAREHOLDER MEETINGS. Meetings of the
shareholders of the Corporation shall be held at the principal executive
offices of the Corporation, or at such other place as may be designated by
the Chairman of the Board, President, Chief Executive Officer or the Board
of Directors.
SECTION 3.02. ANNUAL SHAREHOLDER MEETINGS. The annual meeting
of the shareholders shall be held on such date and at such time as the
Board of Directors shall fix for the purposes of electing directors and
transacting such other business as may properly be brought before the
meeting.
SECTION 3.03. SPECIAL SHAREHOLDER MEETINGS. Subject to the
Corporation's Articles of Incorporation, special shareholders' meetings
may be called by the Board of Directors, and shall be held on such date
and at such time as shall be fixed by resolution. Written notice of a
special meeting of shareholders stating the time and place and object
thereof, shall be given to each shareholder entitled to vote at such
meeting not less then ten (10) days nor more than sixty (60) days before
such meeting, unless a greater period of notice is required by applicable
law.
SECTION 3.04. BUSINESS AT MEETINGS OF SHAREHOLDERS. Except as
otherwise provided by law (including, but not limited to, Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, or any successor
provision thereto) or in these Bylaws, the business that shall be
conducted at any meeting of the shareholders shall (a) have been specified
in the written notice of the meeting (or any supplement thereto) given by
the Corporation, (b) be brought before the meeting at the direction of the
Board of Directors or the presiding officer of the meeting or (c) have
been specified in a written notice given to the Secretary of the
Corporation by or on behalf of any shareholder who shall have been a
shareholder of record on the record date for such meeting and who shall
continue to be entitled to vote thereat (the "Shareholders Notice"), in
accordance with all of the following requirements:
(a) Each Shareholder Notice must be delivered to, or be
mailed and received at, the principal executive offices
of the corporation:
(i in the case of an annual meeting that is called
for a date that is within thirty (30) days before
or after the anniversary date of the immediately
preceding annual meeting of shareholders, not
less than sixty (60) days nor more than ninety
(90) days prior to such anniversary date; and
(ii in the case of an annual meeting that is called
for a date that is not within thirty (30) days
before or after the anniversary date of the
immediately preceding annual meeting, not later
than the close of business on the tenth (10th)
day following the day on which notice of the date
of the meeting was mailed or public disclosure of
the date of the meeting was made, whichever
occurs first; and
(b) Each such Shareholder Notice must set forth each of the
following:
(i the name and address of the shareholder who
intends to bring the business before the meeting;
(ii the general nature of the business that he or she
seeks to bring before the meeting; and
(iii a representation that the shareholder is a holder
of record of the stock of the Corporation
entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to
bring the business specified in the notice before
the meeting.
The presiding officer of the meeting may, in his or her sole
discretion, refuse to acknowledge any business proposed by a shareholder
not made in compliance with the foregoing procedure.
SECTION 3.05. NOTICE OF SHAREHOLDER MEETINGS. Written notice
stating the place, day and hour of a shareholders' meeting must be
delivered not less than ten (10) days, nor more than sixty (60) days
before the date of the meeting, either personally, or by mail or by other
means of written communication, charges prepaid, by or at the direction of
the Chairman of the Board, President, Chief Executive Officer, Chief
Operating Officer, Secretary or the officer or person(s) calling the
meeting, to each registered shareholder entitled to vote at the meeting.
If mailed, the notice shall be considered to be delivered when deposited
in the United States mail addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
Corporation, with postage prepaid. If a shareholder gives no address,
notice shall be deemed to have been given to the shareholder if sent by
mail or other written communication addressed to the place where the
Corporation's registered office is located, or if published at least once
in a newspaper of general circulation in the county in which the
Corporation's registered office is located. Waiver by a shareholder in
writing of notice of a meeting is equivalent to giving notice. Attendance
by a shareholder, without objection to the notice, whether in person or by
proxy, at a meeting is a waiver of notice of the meeting.
SECTION 3.06. SHAREHOLDER QUORUM. A majority of the shares
entitled to vote, represented in person or by proxy, is a quorum at a
shareholders' meeting, unless or except to the extent that the presence of
a larger number may be required by law. Where separate vote by a class or
classes is required, a majority of the shares of such class or classes
present in person or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter. The
shareholders present at a duly organized meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum present.
SECTION 3.07. ADJOURNED SHAREHOLDER MEETINGS. Any shareholders'
meeting, whether annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented
by proxy, but in the absence of a quorum, no other business may be
transacted at any shareholders' meeting. When any shareholders' meeting,
either annual or special, is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of an
original meeting. As to any adjournment of less than thirty (30) days, it
shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted, other than by
announcement at the meeting at which the adjournment is taken.
SECTION 3.08. ENTRY OF NOTICE. An entry in the minutes of any
meeting of shareholders, whether annual or special, to the effect that
notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of the meeting was given to all shareholders as
required by law and by these Bylaws.
SECTION 3.09. VOTING. Except as otherwise provided by law, only
persons in whose names shares entitled to vote stand on the stock registry
of the Corporation on the day prior to any shareholders' meeting, or, if
a record date for voting purposes is fixed as provided in Section 6.01
below, then on that record date, shall be entitled to vote at the meeting.
Voting shall be by ballot, each of which shall state the shareholders name
or proxy voting and such other information as may be required under the
procedure established for the meeting. The Corporation may, and to the
extent required by law shall, in advance of any meeting of shareholders,
appoint one or more inspectors to act at the meeting and make written
report thereof. Each vote taken by ballot shall be counted by an
inspector or inspectors appointed by the chairperson of the meeting.
Except as otherwise provided by law or by an express provision in the
Corporation's Articles of Incorporation, or in any directors' resolution
for a series of Preferred Stock, each full share is entitled to one (1)
vote and, when a quorum is present at the commencement of any
shareholders' meeting, the vote of the holders of a majority of the shares
entitled to vote present, in person or by proxy, shall decide any question
brought before the shareholders' meeting. Fractional shares shall not be
entitled to any voting rights whatsoever.
SECTION 3.10. CONSENT OF ABSENTEES. The transactions of any
shareholders' meeting, either annual or special and however called and
noticed, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the
shareholders entitled to vote not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of the meeting, or an
approval of the minutes thereof, all such waivers, consents or approvals
shall be filed with the Secretary or be made a part of the minutes of the
meeting.
SECTION 3.11. ACTION WITHOUT MEETING. Subject to the
Corporation's Articles of Incorporation, any action that, under applicable
provisions of law, may be taken or ratified at a meeting of the
shareholders, may be taken or ratified without a meeting if authorized in
writing by shareholders holding all of the voting power. In no instance
where action is taken by written consent need a meeting of the
shareholders be called or noticed. The Board of Directors may fix a
record date to determine the shareholders entitled to sign the written
consent. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the Nevada Private Corporation Act, shall be the
earliest date that a shareholder signed the written consent. All written
consents shall be filed with the minutes of the proceeding of the
shareholders.
SECTION 3.12. PROXIES. Every person entitled to vote or execute
consents shall have the right to do so either in person or by an agent or
agents authorized by a written proxy executed by the person or by the
person's duly authorized agent and filed with the Secretary of the
Corporation; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of its execution unless the
shareholder executing it specified therein the length of time for which
the proxy is to continue in force, which in no event shall exceed seven
(7) years from the date of its execution.
SECTION 3.13. DEFINITION OF SHAREHOLDER. As used in these
Bylaws, the term "shareholder", and any term of like import, shall include
all persons entitled to vote the shares held by a shareholder, unless the
context in which the term is used indicates that a different meaning is
intended.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. NUMBER; TERM; ELECTION. The number of directors
shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exists any vacancies in
previously authorized directorships at the time any such resolution is
presented to the Board for adoption) but the number shall be not less than
three (3) nor more than seven (7). In the case of any vacancy on the
Board of Directors, including a vacancy created by an increase in the
number of directors, the vacancy shall be filled by election of the Board
of Directors with the director so elected to serve for the remainder of
the term of the director being replaced or, in the case of an additional
director, until directors are again elected and qualified for office. All
directors shall continue in office until the election and qualification of
their respective successors in office. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Election of directors need not be by written ballot unless
these Bylaws so provide.
SECTION 4.02. NOMINATIONS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors
at the annual meeting, by or at the direction of the Board of Directors,
may be made by any Nominating Committee or person appointed by the Board
of Directors; nominations may also be made by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 4.02.
Such nomination, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall
be delivered to or mailed and received at the principal executive office
of the Corporation addressed to the attention of the Secretary of the
Corporation not less than thirty-five (35) days prior to the meeting or
the date the shareholders are first solicited for their consents as the
case may be; provided, however, that in the case of an annual meeting and
in the event that less than fifty (50) days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received no later than
the earlier of (a) the close of business on the tenth (10th) day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made, whichever first occurs, or (b) two (2) days
prior to the date of the meeting.
Such shareholder's notice to the Secretary shall set forth
(a) as to each person who the shareholder proposes to
nominate for election or reelection as a director, each
of the following:
(i the name, age, business address and residence
address of the person;
(ii the principal occupation or employment of the
person;
(iii the class and number of shares of capital stock
of the Corporation that are beneficially owned by
the person;
(iv a statement as to the person's citizenship; and
(v any other information relating to the person that
is required to be disclosed in solicitations for
proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of
1934, as amended, and the Rules and Regulations
promulgated thereunder; and
(b) as to the shareholder giving the notice, each of the
following:
(i the name and record address of the shareholder
giving the notice;
(ii the name and record address of the shareholder;
and
(iii the class, series and number of shares of capital
stock of the Corporation that are beneficially
owned by the shareholder.
The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a director
of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the
procedures set forth herein.
In connection with any annual meeting, the Chairman of the Board,
the President, the Chief Executive Officer or such officer presiding at
the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the foregoing
procedure and that the defective nomination shall be disregarded.
SECTION 4.03. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining Directors, though less than a quorum of the Board of Directors
was present, or by the sole remaining director. A elected to fill a
vacancy shall be elected for the unexpired term of the director's
predecessor in office. A vacancy or vacancies in the Board of Directors
shall be deemed to exist in case of the death, resignation or removal of
any director, or if the authorized number of directors is increased, or if
the shareholders fail at any annual or special meeting of shareholders at
which any director or directors are elected to elect the full authorized
number of directors to be voted for at that meeting, or if a vacancy is
declared by the Board of Directors for any reason permitted by law. The
shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the Board of Directors. If the Board
of Directors accepts the resignation of a director tendered to take effect
at a future time, the Board of Directors shall have power to elect a
successor to take office when the resignation is to become effective. No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of
office.
SECTION 4.04. ANNUAL MEETINGS. Immediately after the annual
meeting of the shareholders, at the same place as the meeting of the
shareholders, or such other place as may be provided in a notice thereof,
the Board of Directors shall meet each year for the purpose of
organization, election of officers and consideration of any other business
that is properly brought before the meeting. No notice of any kind to
either old or new members of the Board of Directors for this annual
meeting shall be necessary unless the meeting is to be held at a place
other than the place of the annual meeting of the shareholders, in which
case notice of the place of the meeting shall be given as provided in
Section 4.06 below.
SECTION 4.05. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held at the times and places within or without the
State of Nevada as may be designated from time to time by resolution of
the Board of Directors or by written consent of all members of the Board
of Directors. No notice of any kind to members of the Board of Directors
for these regular meetings shall be necessary unless the meeting is to be
held at a place other than the principal executive office of the
Corporation, in which case notice of the place of the meeting shall be
given as provided in Section 4.06 below.
SECTION 4.06. OTHER MEETINGS. Other meetings of the Board of
Directors for any purpose or purposes may be held at any time upon call by
the Chairman of the Board, or, if the above-listed individual is absent or
unable or refuses to act, by any two (2) directors. The other meetings
may be held at any place within or without the State of Nevada as may be
designated from time to time by resolution of the Board of Directors or by
written consent of all directors. Written notice of the time and place of
other meetings shall be delivered personally to each director or sent to
each director by mail or other form of written communication (including
but not limited to notice by facsimile or other means of visual data
transmission) charges prepaid, addressed to the director at the director's
address as shown upon the records of the Corporation or, if it is not so
shown on the Corporation's records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case
the notice is mailed, faxed, or telegraphed, it shall be deposited in the
United States mail or delivered to the courier or telegraph company in the
place in which the principal executive office of the Corporation is
located at least one business day prior to the time of the meeting. In
case the notice is delivered personally as above provided, it shall be so
delivered at least eight (8) hours prior to the time of the holding of the
meeting. The mailing, faxing, telegraphing or delivery as above-provided
shall constitute due, legal and personal notice to the director.
SECTION 4.07. NOTICE OF ADJOURNED MEETINGS. Notice of the time
and place of holding an adjourned meeting need not be given to absent
directors if the time and place is fixed at the meeting that is adjourned.
SECTION 4.08. ENTRY OF NOTICE. An entry in the minutes of any
special meeting of the Board of Directors to the effect that notice has
been duly given shall be conclusive and incontrovertible evidence that due
notice of the special meeting was given to all directors as required by
law and by these Bylaws.
SECTION 4.09. WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum is present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
SECTION 4.10. QUORUM. A majority of the established number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the
Board of Directors unless a greater number or different vote is required
by the Corporation's Articles of Incorporation, these Bylaws or applicable
law.
SECTION 4.11. PARTICIPATION IN MEETINGS BY TELEPHONE. Members
of the Board of Directors, or of any committee thereof, may participate in
any meeting of the Board of Directors or committee by means of telephone
conference or similar communications by which all persons participating in
the meeting can hear each other and such participation shall constitute
presence in person at such meeting.
SECTION 4.12. ADJOURNMENT. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of the
directors present at any directors' meeting, either regular or special,
may adjourn from time to time until the time fixed for the next regular
meeting of the Board of Directors.
SECTION 4.13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors under the Corporation's
Articles of Incorporation, these Bylaws or under applicable law, may be
taken without a meeting if all members of the Board of Directors shall
individually or collectively consent, in writing, before or after the
action, to the action. Any action by written consent shall have the same
force and effect as a unanimous vote of all directors. All written
consents must be filed with the Secretary of the Corporation.
SECTION 4.14. FEES AND COMPENSATION. The Board of Directors
shall have the authority to fix the compensation, if any, of Directors for
their services as Directors or as members of committees. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee or
otherwise, and receiving compensation therefor.
SECTION 4.15. LIMITATION OF LIABILITY. To the fullest extent
permitted by the Nevada Private Corporations Act, as the same now exists
or may hereafter be amended, or other applicable law, a director shall
have no personal liability to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director. Any
amendment to or repeal of this Section 4.15 shall not adversely affect any
right or protection of a director of the Corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal.
SECTION 4.16. INDEMNIFICATION; ADVANCEMENT OF EXPENSES. The
Corporation shall indemnify the officers and directors of the Corporation
to the fullest extent permitted by the Nevada Private Corporations Act as
the same now exists or may hereafter be amended. In the event that the
Nevada Private Corporations Act is amended after the filing of the
Corporation's Articles of Incorporation with the Nevada Secretary of
State's Office so as to authorize corporate action further eliminating or
limiting the personal liability of an officer or director, then the
liability of an officer or director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Nevada Private
Corporations Act as so amended. The Corporation shall pay the expenses
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding in advance of
the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such officer or director to repay such
amount if it should by ultimately determined that he or she is not
entitled to be indemnified by the Corporation as authorized by the Nevada
Private Corporations Act. Any amendment to or repeal of any of the
provisions in this Section 4.16 shall not adversely affect any right or
protection of an officer or director of the Corporation for or with
respect to any act or omission of such director occurring prior to such
amendment or repeal.
SECTION 4.17. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The
Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent
permitted by the provisions of Section 4.16 of these Bylaws and Article
VII of the Corporation's Articles of Incorporation.
SECTION 4.18. POWERS OF DIRECTORS. The Board of Directors may,
except as otherwise provided or required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the
Corporation.
SECTION 4.19. COMMITTEES. The Board of Directors, by resolution
passed by a majority of the directors, may from time to time designate
committees of the Board of Directors, including, without limitation,
Executive, Nomination, Audit and Compensation Committees with such
lawfully delegable powers and duties as the Board of Directors may confer,
to serve at the pleasure of the Board of Directors and shall, for those
committees and any other provided herein, elect one or more directors to
serve on each such committee. Except as otherwise provided in these
Bylaws or by resolution of the Board of Directors, each committee may fix
its own rules of procedure and shall hold its meetings as provided by such
rules.
SECTION 4.20. AUDIT COMMITTEE. The Board of Directors shall, by
resolution passed by a majority of the directors, create an Audit
Committee. The majority of the members of the Audit Committee shall be
independent directors. The Audit Committee shall conduct appropriate
reviews of all related party transactions, review situations and
transactions that may pose a potential or actual conflict of interest and
perform such other responsibilities as the Board of Directors may direct
by resolution.
ARTICLE V
OFFICERS
SECTION 5.01. OFFICERS. The Officers of the Corporation shall
be a Chairman of the Board, Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, Treasurer and Secretary, as
determined by the Board or as otherwise required by statute. The
Corporation may also have, at the discretion of the Board of Directors,
one or more Executive Vice Presidents and Vice Presidents, one or more
Assistant Treasurers, one or more Assistance Secretaries and such other
Officers as may be designated from time to time by the Board of Directors.
Any number of offices may be held by the same person, except to the extent
limited by law. The officers shall be elected by the Board of Directors
and shall hold office at the pleasure of the Board of Directors, subject
to any powers of removal set forth as set forth in Section 5.04 hereof.
Officers, other than the Chairman of the Board, need not be directors.
SECTION 5.02. ELECTION. The officers of the Corporation, except
those officers as may be appointed in accordance with the provisions of
Section 5.03 or Section 5.05 hereof, shall be elected annually by the
Board of Directors, and each shall hold office until the officer shall
resign or shall be removed or otherwise disqualified to serve, or the
officer's successor shall be elected and qualified; provided, however,
that officers may be elected at any time by the Board of Directors, or, as
permitted by Section 5.03 hereof, appointed by the Chairman of the Board,
for the purpose of initially filling an office or filling a newly-created
or vacant office.
SECTION 5.03. SUBORDINATE OFFICERS. The Board of Directors may
elect, and may empower the Chairman of the Board or the Chief Executive
Officer to appoint, such other officers as the business of the Corporation
may require, each of whom shall hold office for the term, have the
authority and perform the duties as are provided in these Bylaws or as the
Board of Directors may from time to time determine.
SECTION 5.04. REMOVAL AND RESIGNATION. Any officer may, subject
to any contractual arrangements between the officer and the Corporation,
be removed, either with or without cause, by a majority of the directors
in office at the time, at any regular or special meeting of the Board of
Directors, or, unless otherwise specified by the Board of Directors, by
the Chairman of the Board or any other officer upon whom a general or
special power of removal may be conferred by the Board of Directors. Any
officer may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the Chief Executive Officer,
the Chief Operating Officer, the President or to the Secretary of the
Corporation. Any resignation shall take effect at the date of the receipt
of the notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
SECTION 5.05. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these Bylaws for regular appointments
to that office.
SECTION 5.06. CHAIRMAN OF THE BOARD. The Chairman of the Board,
if there be such an officer, shall, if present, preside at and conduct all
meetings of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time assigned to him or her by
the Board of Directors or prescribed by these Bylaws. If there is not a
Chief Executive Officer, the Chairman of the Board shall, in addition, be
the Chief Executive Officer of the Corporation and shall have the powers
and duties prescribed in Section 5.07 hereof. In the absence of the
Chairman of the Board at any meeting of the Board of Directors, the
President shall preside at and conduct all such meetings of the Board of
Directors.
SECTION 5.07. CHIEF EXECUTIVE OFFICER. Subject to the control
of the Board of Directors and the Chairman of the Board, the Chief
Executive Officer shall have the general supervision, direction and
control of the business and affairs of the Corporation. In the absence of
the Chairman of the Board, or if there be none, the Chief Executive
Officer shall preside at all meetings of the Board of Directors and the
shareholders. Except as expressly stated otherwise in these Bylaws, the
Chief Executive Officer shall be ex officio a member of all standing
committees of the Board of Directors, including the Executive Committee,
if any. The Chief Executive Officer shall have all the powers and shall
perform all of the duties that are ordinarily inherent in the office of
Chief Executive Officer of a corporation, and he or she shall have such
further powers and shall perform such further duties as may be prescribed
for him or her by the Board of Directors.
SECTION 5.08. PRESIDENT. In the absence or disability of the
Chief Executive Officer, or if there be none, the President shall perform
all of the duties of the Chief Executive Officer, and when so acting shall
have all of the powers of and be subject to all of the restrictions upon
the Chief Executive Officer. In the absence or disability of the Chief
Operating Officer, the President shall also be the Chief Operating Officer
with such duties as the Board of Directors may from time to time
prescribe. The President shall have such other duties as from time to
time may be prescribed for him or her by the Board of Directors.
SECTION 5.09. EXECUTIVE VICE PRESIDENTS. In the absence or
disability of the President, the Vice Presidents in order of their rank as
fixed by the Board of Directors, or if not ranked, the Executive Vice
President or Vice President designated by the Board of Directors, the
President or the officer(s), if any, who are senior to the President,
shall perform all the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Executive Vice Presidents or Vice Presidents shall have
such other powers and perform such other duties as may be prescribed for
them, respectively, by the Board of Directors, the President, any
officer(s), if any, who are senior to the President or by these Bylaws.
SECTION 5.10. SECRETARY. The Secretary shall keep or cause to
be kept, at the registered office, the principal business office or such
other place as the Board of Directors may order, a book of minutes of all
meetings of the directors and shareholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors' meetings,
the number of shares present or represented at shareholders' meetings and
the proceedings thereof. The Secretary shall be responsible for
authenticating records of the Corporation.
The Secretary shall keep or cause to be kept, in any form permitted
by law, at the registered office, the principal business office or at the
office of the Corporation's transfer agent, a stock register, or a
duplicate stock register, revised at least annually, showing the names of
the shareholders and their residence addresses and the number and classes
of shares held by each shareholder. If the share register or a duplicate
share register is located at a place other than the registered office of
the Corporation, the Secretary shall file a certificate with the resident
agent located at the registered office setting out the name of the
custodian of the stock ledger or a duplicate stock ledger, and the present
and complete post office address, including street and number, if any,
where such stock ledger or duplicate stock ledger is kept.
The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors and written
consents in lieu thereof required by these Bylaws or by law to be given,
and shall keep the seal of the Corporation, if any, in safe custody, and
shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or by these Bylaws.
After fixing a record date for a meeting, the Secretary shall
prepare an alphabetical list of the names of all of the Corporation's
shareholders who are entitled to notice of a shareholders' meeting, which
list shall be arranged by voting group and class of stock, if applicable,
and show the address and number of shares held by each shareholder. The
list must be available for inspection by any shareholder, for any purpose
germane to the meeting, beginning ten (10) business days before the
meeting and shall continue to be available throughout the meeting at the
place indicated in the meeting notice in the city where the meeting is
held.
SECTION 5.11. ASSISTANT SECRETARIES. It shall be the duty of
the Assistant Secretaries, if any, to assist the Secretary in the
performance of his or her duties and generally to perform such other
duties as may be delegated to them by the Board of Directors.
SECTION 5.12. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account of the Corporation. He
or she shall receive and deposit all moneys and other valuable belongings
of the Corporation in the name and to the credit of the Corporation and
shall disburse the same and only in such manner as the Board of Directors
or the appropriate officer of the Corporation may from time to time
determine, shall render to the Board of Directors, the Chairman of the
Board, the Chief Executive Officer and the Chief Operating Officer,
whenever any of them may request it, an account of all his or her
transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall perform such additional duties as the Board of
Directors or the Chairman of the Board may require.
SECTION 5.13. TREASURER. The Treasurer shall have such duties
as may be specified by the Chief Financial Officer to assist the Chief
Financial Officer in the performance of his or her duties.
SECTION 5.14. ASSISTANT TREASURER. It shall be the duty of the
Assistant Treasurers, if any, to assist the Treasurer in the performance
of his or her duties and generally to perform such other duties as may be
delegated to them by the Board of Directors.
SECTION 5.15. CORPORATE BANK ACCOUNTS. Bank accounts in the
name of the Corporation may be opened without the approval of the Board of
Directors if opened with the consent of both the Chief Executive Officer
and the Chief Financial Officer. The Chief Financial Officer shall inform
the Board of Directors of any bank account opened by the Chief Executive
Officer and Chief Financial Officer pursuant to the authority granted in
this Section 5.15 at the next meeting of the Board of Directors.
SECTION 5.16. TRANSFERS OF AUTHORITY. In case of the absence of
any officer of the Corporation, or for any reason that the Board of
Directors may consider sufficient, the Board of Directors may transfer the
powers or duties of that officer to any other officer or to any director
or employee of the Corporation, provided a majority of the Board of
Directors concurs.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. RECORD DATE AND CLOSING STOCK BOOKS. The Board of
Directors may fix a time in the future, as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders, or entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in respect
to any change, conversion or exchange of shares. The record date so fixed
shall not be more than sixty (60) days prior to the date of the meeting or
event for the purposes of which it is fixed. When a record date is so
fixed, only shareholders of record on that date shall be entitled to
notice of and to vote at the meeting, or to receive the dividend,
distribution or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of
the Corporation after the record date. The Board of Directors may close
the books of the Corporation against transfers of shares during the whole
or any part of the sixty (60) day period.
SECTION 6.02. STOCK LIST. A list of all shareholders entitled
to vote at any meeting of the shareholders, arranged in alphabetical order
by voting group and class of stock, if applicable, and showing the address
of each such shareholder and the number of shares registered in his or her
name, shall be open to the examination of any such shareholder, for any
purpose germane to the meeting, during ordinary business hours for a
period of at least ten (10) business days before the meeting at the place
appointed in the notice of the meeting, or if not so specified, at the
Corporation's primary place of business, which list shall continue to be
available throughout the meeting at the place indicated in the meeting
notice in the city where the meeting is held.
SECTION 6.03. CHECKS, DRAFTS, ETC. All checks, drafts, bonds,
bills of exchange or other orders for payment of money, notes or other
evidences of indebtedness issued in the name of or payable to the
Corporation shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of
the Board of Directors.
SECTION 6.04. CONTRACTS, ETC.; HOW EXECUTED. The Board of
Directors, except as in these Bylaws otherwise provided, may authorize any
officer(s) or agent(s) to enter into any contract or execute any
instrument or document in the name of and on behalf of the Corporation,
and the authority may be general or confined to specific instances.
Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, formal contracts, promissory notes and other
evidences of indebtedness, deeds of trust, mortgages and certificates for
shares of stock owned by the Corporation shall be executed, signed or
endorsed by the Chief Executive Officer, President (or any Vice President)
and by the Secretary (or any Assistant Secretary) or the Treasurer (or any
Assistant Treasurer). The Board of Directors may, however, authorize any
one (1) of these officers to sign any of such instruments, for and on
behalf of the Corporation, without necessity of countersignature; may
designate officers or employees of the Corporation, other than those named
above, who may, in the name of the Corporation, sign such instruments; and
may authorize the use of facsimile signatures for any of such persons. No
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit to
render it liable for any purpose or to any amount except as specifically
authorized in these Bylaws or by the Board of Directors in accordance with
these Bylaws.
SECTION 6.05. REPRESENTATION OF SHARES. The Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer or the
President (or any Vice President) and the Secretary (or any Assistant
Secretary) of the Corporation are authorized to vote, represent and
exercise on behalf of the Corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of
the Corporation. The authority herein granted to these officers to vote
or represent on behalf of the Corporation any and all shares held by the
Corporation in any other corporation or corporations may be exercised
either by these officers in person or by any persons authorized so to do
by proxy or power of attorney duly executed by said officers.
SECTION 6.06. INSPECTION OF BYLAWS. The Corporation shall keep
in its registered office for the transaction of business the original or
a copy of these Bylaws as amended or otherwise altered to date, certified
by the Secretary, which shall be open to inspection by the shareholders at
all reasonable times during office hours.
ARTICLE VII
AMENDMENTS
SECTION 7.01. POWER OF SHAREHOLDERS. New Bylaws may be adopted
or these Bylaws may be amended or repealed by the vote or written assent
of shareholders entitled to exercise a majority of the voting power of the
Corporation, unless a greater number is required by law, by the
Corporation's Articles of Incorporation or by these Bylaws.
SECTION 7.02. POWER OF DIRECTORS. Subject to the right of the
shareholders as provided in Section 7.01 hereof to adopt, amend or repeal
Bylaws, Bylaws for the Corporation may be adopted, amended or repealed by
the Board of Directors.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
CERTIFICATE OF SECRETARY
OF
MEDIZONE INTERNATIONAL, INC.
I, Jill C. Marshall, hereby certify:
1. That I am the duly elected Secretary of MEDIZONE
INTERNATIONAL, INC.
2. That the foregoing Amended and Restated Bylaws, comprising
eighteen (15) pages, excluding this page, are the Bylaws of
Medizone International, Inc. as duly adopted at a meeting of
the Board of Directors thereof duly held on the 6th day of
August, 1998.
IN WITNESS WHEREOF, I have subscribed my name this 6th day of August,
1998.
/S/ Jill C. Marshall
---------------------------
Jill C. Marshall, Secretary
