June 10, 1996
By EDGAR
- --------
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Medizone Canada Limited
CIK: 0000821172
Dear Sir or Madam:
Transmitted with this letter is Medizone Canada Limited's Information
Statement for its 1996 annual meeting, to be held on July 10, 1996.
Very truly yours,
Andrew E. Goldstein
Enclosures
AEG/an
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MEDIZONE CANADA LIMITED
123 East 54th Street
Suite 7B
New York, New York 10022
DEAR FELLOW STOCKHOLDER:
On behalf of the Board of Directors, I cordially invite you to attend
the Annual Meeting of Stockholders of Medizone Canada Limited (the "Company") to
be held on Wednesday, July 10, 1996, at 12:00 o'clock noon (Eastern Daylight
Savings Time) at The Loews New York Hotel, Lexington Avenue and East 51st
Street, New York, New York 10022. This year, you are being asked to elect the
Company's directors and ratify the appointment of independent auditors.
For the reasons set forth in the accompanying information statement,
your Board of Directors unanimously recommends that you vote for (i)
Management's nominees for directors and (ii) the ratification of the appointment
of Andersen Andersen & Strong, L.C. as the Company's independent auditors.
Very truly yours,
Joseph S. Latino, Ph.D.
Director, President and
Chief Executive Officer
Dated: June 10, 1996
You are welcome to attend the Annual Meeting and vote your shares. The Company
is not asking you for a proxy and you are requested not to send a proxy.
<PAGE>
MEDIZONE CANADA LIMITED
123 East 54th Street
Suite 7B
New York, New York 10022
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 10, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Medizone Canada Limited (the "Company") will be held on Wednesday, July 10,
1996, at 12:00 o'clock noon (Eastern Daylight Savings Time) at The Loews New
York Hotel, Lexington Avenue and East 51st Street, New York, New York 10022, for
the purpose of considering and voting upon the following proposals:
1. To elect three directors to serve as the Board of Directors of
the Company until the next Annual Meeting of Stockholders;
2. To ratify the appointment of Andersen Andersen & Strong, L.C. as
the Company's independent auditors for the calendar year ending
December 31, 1996; and
3. Such other business as may properly come before the meeting.
The close of business on May 28, 1996, has been fixed as the record
date for determining the stockholders entitled to notice of and to vote at the
meeting and any adjournment thereof, and only stockholders of record on such
date shall be entitled to notice of and to vote at the meeting.
THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND A PROXY.
By Order of the Board of Directors
Joseph S. Latino, Ph.D.
Director, President and
Chief Executive Officer
Dated: June 10, 1996
<PAGE>
INFORMATION STATEMENT
MEDIZONE CANADA LIMITED
123 East 54th Street
Suite 7B
New York, New York 10022
ANNUAL MEETING OF STOCKHOLDERS
This information statement is furnished to stockholders in connection
with the Annual Meeting of Stockholders of Medizone Canada Limited (the
"Company") to be held on Wednesday, July 10, 1996, at 12:00 o'clock noon
(Eastern Daylight Savings Time) at The Loews New York Hotel, Lexington Avenue
and East 51st Street, New York, New York 10022, and at any adjournment thereof.
Voting
At the close of business on May 28, 1996, 36,493,333 shares of the
Company's common stock, $.001 par value ("Common Stock"), were outstanding and
eligible for voting at the meeting. Each stockholder of record is entitled to
one vote for each share held on all matters to come before the meeting. Only
stockholders of record at the close of business on April 25, 1996, are entitled
to notice of and to vote at the meeting.
Other than with respect to the election of Directors, all other
matters that are scheduled to come before the Annual Meeting require an approval
of the majority of the shares of stock present and entitled to vote thereon.
Security Ownership of Certain Beneficial Owners
The following table set forth certain information as of May 28, 1996,
pertaining to the beneficial ownership of Common Stock, by (i) persons known to
the Company to own 5% or more of the outstanding Common Stock, (ii) each
director and nominee for director of the Company, (iii) each executive officer
named in the Summary Compensation Table below and (iv) directors and executive
officers of the Company as a group. This information has been obtained from the
Company's records, or from information furnished directly by the individual or
entity to the Company.
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Number of Shares Percentage of
Name and Address Beneficially Owned Total Outstanding
- ---------------- ------------------ -----------------
Medizone International, Inc. 24,304,560 66.6%
123 East 54th Street
Suite 7B
New York, NY 10022
Joseph S. Latino, Ph.D -0- -0-
690 East 19th Street
Brooklyn, NY 11230
George Handel -0- -0-
1408 Melrose Avenue
Melrose Park, PA 19126
John D. Pealer 285,100 *
355 N. 21st Street
Camp Hill, PA 17011
Arthur P. Bergeron -0- -0-
40 Grove Street
Wellesly, MA 02181
All present directors 585,100 1.46%
and executive officers
as a group (4 persons)
- ----------------------------------
* Indicates less than 1%
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Company's By-Laws, a Board of Directors, consisting of
three members, is to be elected at the Annual Meeting. The nominees to the
Company's Board of Directors are the present, director of the Company and have
served, variously, since November 1992 and September 1993.
The Board of Directors has nominated and management recommends the election
of the persons listed below as directors. To be elected, a nominee must receive
the affirmative vote of a plurality of the votes cast by the shares present and
entitled to vote, in person or by proxy, at the Annual Meeting. Accordingly,
abstentions or broker non-votes as to the election of directors will not effect
the election of the candidates receiving the plurality of the votes.
Has Served as
Name Age Previous Occupation Director Since
- ---- --- ------------------- --------------
Joseph S. Latino 38 President, Director and 1993
Chief Executive Officer
of the Company
John D. Pealer 76 President and Chief Executive 1992
Officer of Pealer's Inc.
a real estate development company
George Handel 68 President, Hantex Mills, a 1992
dry goods firm, and Vice
President, Handel & Co., a
wholesale dry goods firm
<PAGE>
Biographies of Nominees
Joseph S. Latino, Ph.D., was appointed President and Chief Operating
Officer of the Company in November 1992 and was elected to the Board of
Directors on September 21, 1993. He was named Chief Executive Officer of the
Company in March 1995. He holds the same position with the Company's parent,
Medizone International, Inc. ("MII"). His affiliation with the Company dates
from 1986, when he was named MII's Director of Research. Dr. Latino received a
Bachelor of Science degree in 1978 from Brooklyn College of the City University
of New York in Biology and Chemistry. He received his Doctor of Philosophy in
Biochemistry in 1984 from City University of New York. Dr. Latino became
Director of Special Hematology/Oncology Laboratory at The Brooklyn Hospital
Center, Brooklyn, New York in 1984, where he was employed until he went on
sabbatical in December 1994. In 1994, Dr. Latino was designated as the Basic
Science Research Coordinator for The Brooklyn Hospital Center and is a member of
the Investigational/Institutional Review Board of that institution. In 1986, Dr.
Latino became an Assistant Professor of Medicine, Division of Hematology at the
Health Science Center at Brooklyn, State University of New York, as well as Ad
Hoc Research Advisor for The Brooklyn Hospital Center. In 1987 he became a
Research Educator for The Hematology/Oncology Fellowship Program at the Brooklyn
Hospital Center. Dr. Latino currently devotes substantially his full time to the
operations of the Company and MII.
George Handel became a director of the Company in November 1992 and has
served as the Company's Secretary since November 24, 1993. He holds the same
positions with MII. Mr. Handel, who attended Temple University, is President of
Hantex Mills, a dry goods firm established in 1975, and Vice-President of Handel
& Co., a wholesale dry goods firm established in 1923.
John D. Pealer became a director of the Company in November 1992. He is
also a director of MII. Mr. Pealer has been the president of Pealer's Inc., a
family-owned corporation engaged in the business of real estate development
since 1949.
Committees and Meetings of the Board of Directors
The Board of Directors does not have an audit, nominating or compensation
committee.
During 1994, there were no meetings of the Board of Directors.
EXECUTIVE COMPENSATION
The executive officers of the Company serve without compensation. They hold
the same positions with MII and are compensated by that entity.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Andersen Andersen & Strong, L.C. have been the principal accountants of the
Company during 1994 and have been selected as the Company's principal
accountants for the current calendar year. Representatives of Andersen Andersen
& Strong, L.C. are not expected to be present at the Annual Meeting.
If, prior to the next annual meeting of stockholders, such firm shall
decline to act or otherwise becomes incapable of acting, or if its engagement
shall be otherwise discontinued by the Board of Directors, the Board of
Directors will appoint other independent auditors whose appointment for any
period subsequent to the next annual meeting will be subject to stockholder
approval at such meeting.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for action at the next
meeting of stockholders which the stockholder desires to be presented in the
Company's Information Statement with respect to such meeting should submit such
proposal to the Company at its principal place of business no later than March
31, 1997.
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OTHER MATTERS
The Board of Directors did not know, within a reasonable time before the
commencement of this solicitation, of any other business to be presented at the
Annual Meeting, constituting a proper subject for action by the stockholders,
other than as set forth in this Information Statement.
A list of stockholders of record of the Company as of May 28, 1996 will be
available for inspection by stockholders prior to the Annual Meeting during
normal business hours at the offices of the Company at 123 East 54th Street,
Suite 7B, New York, New York 10022, and at the Annual Meeting.
THE COMPANY'S 1995 FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO ANY
STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO: MEDIZONE
INTERNATIONAL, INC., 123 EAST 54TH STREET, SUITE 7B, NEW YORK, NEW YORK 10022,
ATTENTION: SECRETARY.
By Order of the Board of Directors
Joseph S. Latino, Ph.D.
Director
Dated: June 10, 1996
