UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. FOUR)
MEDICAL INNOVATIONS, INC.
(Name of Issuer)
COMMON STOCK, $0.0075 PAR VALUE
(Title of Class of Securities)
58458C 10 8
(CUSIP Number)
MARK H. FISHER, ONE RIVERWAY, SUITE 2300, HOUSTON, TEXAS 77056 (713) 688-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 3, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 21 Pages
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(1) Names of reporting person .............................. Mark H. Fisher
S.S. or I.R.S. Identification No. of above person ...............
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(2) Check the appropriate box if a member of a group ....... (a)
(b) X
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(3) SEC use only............................................
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(4) Source of funds ........................................ N/A
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) ..................................
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(6) Citizenship or place of organization ................... USA
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Number of shares beneficially owed by each reporting person with:
(7) Sole voting power................................... 894,102
(8) Shared voting power................................. 300,000
(9) Sole dispositive power.............................. 894,102
(10)Shared dispositive power............................ 300,000
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(11) Aggregate amount beneficially owned by each
reporting person ................................................ 1,194,102
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(12) Check if the aggregate amount in Row (11) excludes
certain shares .................................................. X
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(13) Percent of class represented by amount in Row (11) ..... 7.3%
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(14) Type of reporting person ............................... IN
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CUSIP NO. 58458C 10 8 13D PAGE 2 of 21 Pages
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(1) Names of reporting person ........................... Harvey Houck, Jr.
S.S. or I.R.S. Identification No. of above person ............
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(2) Check the appropriate box if a member of a group .... (a)
(b) X
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(3) SEC use only ........................................
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(4) Source of funds ..................................... N/A
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) ...............................
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(6) Citizenship or place of organization ................ USA
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Number of shares beneficially owed by each reporting person with:
(7) Sole voting power................................ 1,518,679
(8) Shared voting power.............................. 624,396
(9) Sole dispositive power........................... 1,518,679
(10) Shared dispositive power........................ 624,396
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(11) Aggregate amount beneficially owned by each
reporting person.............................................. 2,143,075
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(12) Check if the aggregate amount in Row (11) excludes
certain shares................................................ X
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(13) Percent of class represented by amount in Row (11) .. 12.5%
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(14) Type of reporting person ............................ IN
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CUSIP NO. 58458C 10 8 13D PAGE 3 of 21 Pages
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(1) Names of reporting person............................ John Schurwon
S.S. or I.R.S. Identification No. of above person.............
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(2) Check the appropriate box if a member of a group .... (a)
(b) X
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(3) SEC use only ........................................
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(4) Source of funds ..................................... N/A
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) ...............................
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(6) Citizenship or place of organization................. USA
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Number of shares beneficially owed by each reporting person with:
(7) Sole voting power................................ 334,003
(8) Shared voting power.............................. 0
(9) Sole dispositive power........................... 334,003
(10) Shared dispositive power........................ 0
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(11) Aggregate amount beneficially owned by each
reporting person.............................................. 334,003
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(12) Check if the aggregate amount in Row (11) excludes
certain shares................................................ X
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(13) Percent of class represented by amount in Row (11)... 2.1%
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(14) Type of reporting person............................. IN
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CUSIP NO. 58458C 10 8 13D PAGE 4 of 21 Pages
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ITEM 1. SECURITY AND ISSUER
Common Stock, $.0075 par value per share
Medical Innovations, Inc.
One Riverway, Suite 2300
Houston, Texas 77056
ITEM 2. IDENTITY AND BACKGROUND
(a)(b)(c)The group consists Mark H. Fisher and Harvey Houck, Jr., two
of the former participants in, and the trustees of, the
Fisher-Houck Voting Trust (the "Trust"), and John Schurwon,
one of the former participants in the Trust. The Trust has
been terminated, and the shares held by the Trust were
distributed to the participants therein on January 2, 1996.
Even though the Trust has been terminated, Mr. Fisher, Mr.
Houck and Mr. Schurwon may continue to be considered a "group"
for the purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Act"), due to (i) their past
relationships relating to the Trust, the Issuer and other
business relationships, and (ii) current relationships with
the Issuer, including their guarantees and collateralizations
of certain loans of the Issuer, and their holding of warrants
to purchase all of the shares of the Issuer's Series A
Preferred Stock related to such guarantees and
collateralizations, and their execution of a voting trust
agreement related to the Series A Preferred Stock. The name,
address and occupation of each of Mr. Fisher, Mr. Houck and
Mr. Schurwon, herein referred to collectively as the "Group,"
are listed below:
Mark H. Fisher
One Riverway, Suite 2300
Houston, Texas 77056
President and Chief Executive Officer of Issuer
Director of Issuer
President - Preferred Homecare, Inc.
President - Preferred Pharmacy, Inc.
Harvey Houck, Jr.
P.O. Box 22011
Houston, Texas 77027
Independent Investor
Director of Issuer
John Schurwon
One Riverway, Suite 2300
Houston, Texas 77056
Employee of the Issuer
CUSIP NO. 58458C 10 8 13D PAGE 5 of 21 Pages
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The Group previously also consisted of Douglas Johnston, Wayne
Bertsch, and J. D. Smith, who were all participants in the
Trust, and were therefore all deemed to be members of the
Group. The Trust, however, has terminated, and the shares held
by the Trust distributed to the respective participants. Since
Messrs. Johnston, Bertsch and Smith have not guaranteed or
collateralized any loans of the Issuer, and do not hold
warrants to purchase Series A Preferred Stock, they are no
longer deemed to be members of the Group.
(d) During the last five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, no member of the Group has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) The individual members of the Group are United States
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 2, 1996, Messrs. Fisher, Houck and Schurwon, the members of
the Group, received 379,826 shares, 237,131 shares, and 283,618 shares,
respectively, of the Issuer's common stock, as part of the distribution
of the shares formerly held by the Trust upon its termination. Neither
Mr. Fisher, Mr. Houck nor Mr. Schurwon paid any additional
consideration for the shares he acquired from the Trust in such
distribution.
ITEM 4. PURPOSE OF TRANSACTION
Other than as previously described herein, no member of the Group has
any plans or proposals which relate to or would result in:
(a) The acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
CUSIP NO. 58458C 10 8 13D PAGE 6 of 21 Pages
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(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Pursuant to Rule 13d-5, each member of the Group may be deemed
to beneficially own all of the shares owned by all other
members of the Group. Each member of the Group expressly
declares that the filing of this statement shall not be
construed as an admission that said member is, for the
purposes of Section 13(d) of the Act, the beneficial owner of
any securities covered by this statement. After giving effect
to such disclaimer, beneficial ownership of the shares
reported herein as owned by each member of the Group is as
follows:
MARK H. FISHER. Mr. Fisher beneficially owns directly
1,194,102 shares, or 7.3%, of the outstanding common stock of
the Issuer, 379,826 of which were acquired on January 2, 1996
in the distribution from the Trust, 483,773 of which are
purchasable within 60 days upon exercise of warrants granted
to Mr. Fisher more than 60 days prior to January 2, 1996,
200,000 of which were acquired more than 60 days prior to
January 2, 1996 by Preferred Homecare, Inc., of which Mr.
Fisher is President, 100,000 of which were acquired more than
60 days prior to January 2, 1996 by Preferred Pharmacy,
CUSIP NO. 58458C 10 8 13D PAGE 7 of 21 Pages
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Inc., of which Mr. Fisher is President, and 30,503 of which
were acquired by Mr. Fisher, outside the Trust, more than 60
days prior to January 2, 1996.
HARVEY HOUCK, JR. Mr. Houck beneficially owns directly
2,143,075 shares, or 12.5%, of the outstanding common stock of
the Issuer, 237,131 of which were acquired by Mr. Houck on
January 2, 1996 in the distribution from the Trust, 224,396 of
which were acquired by Mr. Houck's spouse on January 2, 1996
in the distribution from the Trust, 1,211,045 of which are
purchasable within 60 days upon exercise of warrants granted
to Mr. Houck more than 60 days prior to January 2, 1996,
70,503 of which were acquired by Mr. Houck, outside the Trust,
more than 60 days prior to January 2, 1996, and 400,000 of
which were acquired from the Trust more than 60 days prior to
January 2, 1996 by the Harvey R. Houck, Jr. and Patricia W.
Houck Foundation, Inc., a foundation controlled by Mr. and
Mrs. Houck. Of the shares distributed by the Trust, an
aggregate of 347,604 shares were distributed to Harriet Houck
and Mary Elizabeth Pratt, each of whom are daughters of Mr.
Houck who have reached the age of majority and do not live
with Mr. Houck. Mr. Houck disclaims any beneficial ownership
interests in the shares held by his daughters.
JOHN SCHURWON. Mr. Schurwon beneficially owns directly 334,003
shares, or 2.1%, of the outstanding common stock of the
Issuer, 283,618 of which were acquired on January 2, 1996 in
the distribution from the Trust, 18,182 of which are
purchasable within 60 days upon exercise of warrants granted
to Mr. Schurwon more than 60 days prior to January 2, 1996,
30,503 of which were acquired by Mr. Schurwon, outside the
Trust, more than 60 days prior to January 2, 1996, and 1,700
of which were purchased by Mr. Schurwon for his Individual
Retirement Account more than 60 days prior to January 2, 1996.
(b) See Items 7-10 on the cover pages for each member of the
Group.
(c) See Item 3 above.
(d) No other person has the right or the power to direct the
receipt of dividends or the proceeds from the sale of the
securities reported herein.
(e) Not applicable.
CUSIP NO. 58458C 10 8 13D PAGE 8 of 21 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 3 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Voting and Standstill Agreement dated November 19, 1992.
Previously filed. Incorporated by reference to Schedule 13D
dated November 19, 1992.
2. Fisher-Houck Voting Trust Agreement. Previously filed.
Incorporated by reference to Schedule 13D dated November 19,
1992.
3. Option Agreement dated November 19, 1992. Previously filed.
Incorporated by reference to Schedule 13D dated November 19,
1992.
4. Power of Attorney for J.D. Smith. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
5. Power of Attorney for Harvey Houck, Jr. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
6. Power of Attorney for Phyllis Shippen. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
7. Power of Attorney for Douglas Johnston. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
8. Voting Trust Agreement dated June 28, 1993. Incorporated by
reference to Schedule 13D, Amendment No. 2, dated June 29,
1993.
9. Term Promissory Note of Mark H. Fisher dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
10. Security Agreement - Pledge of Certificate of Deposit and
Assignment of Deposit Accounts between Mark H. Fisher and
Texas Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
CUSIP NO. 58458C 10 8 13D PAGE 9 of 21 Pages
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11. Security Agreement - Pledge between Mark H. Fisher and Texas
Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
12. Term Promissory Note of Harvey R. Houck, Jr. dated June 29,
1993. Incorporated by reference to Schedule 13D, Amendment No.
2, dated June 29, 1993.
13. Security Agreement - Pledge between Harvey R. Houck, Jr. and
Texas Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
14. Term Promissory Note of John Schurwon dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
15. Security Agreement - Pledge between John Schurwon and Texas
Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
16. Credit and Financing Support Agreement dated June 29, 1993,
including exhibits. Incorporated by reference to Schedule 13D,
Amendment No. 2, dated June 29, 1993.
17. Amended Credit and Financing Support Agreement dated August
12, 1994. Incorporated by reference to the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1993.
18. Agreement to Amend and Restate Voting Trust Agreement dated to
be effective November 19, 1994. [filed herewith]
19. Agreement to Terminate Voting Trust. [filed herewith]
CUSIP NO. 58458C 10 8 13D PAGE 10 of 21 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 17, 1996 MARK H. FISHER
Mark H. Fisher
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
CUSIP NO. 58458C 10 8 13D PAGE 11 of 21 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 17, 1996 MARK H. FISHER
Mark H. Fisher,
Attorney-In-Fact
for Harvey Houck, Jr.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
CUSIP NO. 58458C 10 8 13D PAGE 12 of 21 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 17, 1996 JOHN SCHURWON
John Schurwon
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
CUSIP NO. 58458C 10 8 13D PAGE 13 of 21 Pages
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AGREEMENT TO AMEND AND RESTATE
VOTING TRUST AGREEMENT
This is an agreement by the undersigned to amend and restate that one
certain Voting Trust Agreement ("the 1992 Agreement") dated November 19, 1992 by
and between the undersigned and Phyllis Shippen. This agreement shall be
effective as of November 19, 1994.
RECITALS:
A. The undersigned and Phyllis are all of the parties to the 1992
Agreement. The 1992 agreement created a Voting Trust ("the Fisher-Houck
Voting Trust, hereinafter referred to as "The Trust') which initially
held 2,300,00 shares of common stock of Medical Innovations, Inc ("the
Company") which had been transferred to the Trustees by certain of the
original Beneficial Owners of under the 1992 Agreement.
B. The Trustees serving under the 1992 Agreement have distributed to
Phyllis Shippen 31, 270 shares of common stock of Medical Innovation,
Inc. ("the Company") which represent her entire beneficial interest in
the shares of the Company held by the Trustees.
C. Pursuant to a request of Harvey R. Houck, Jr., the Trustees have
distributed 400,000, as to which Mr. Houck was the Beneficial Owner,
shares of the Company to the Harvey R. Houck, Jr.,and Patricia W. Houck
Foundation, Inc.
D. The undersigned parties desire to continue the existence of the Trust
with respect to the 1,868,730 shares of the Company still held by the
Trustees.
AGREEMENT:
In consideration of the mutual covenants and agreements herein, each of
the undersigned parties agree as follows:
1. The 1992 Agreement is hereby amended and restated in the form and
content set forth in Exhibit A hereto.
2. Each of the undersigned has executed an Amended and Restated Voting
Trust Agreement in the form and content set forth in Exhibit A hereto.
3. Each of the undersigned does hereby ratify and approve the action of
the Trustees in distributing Phyllis Shippen 31,270 share of the
Company and in distributing to the Harvey R. Houck and Patricia W.
Houck Foundation, Inc., 400,000 shares of the Company.
Signatures:
HARVEY R. HOUCK JOHN SCHURWON
Harvey R. Houck John Schurwon
WAYNE BERTSCH DOUGLAS S. JOHNSTON
Wayne Bertsch Douglas S. Johnston
MARK H. FISHER PATRICIA HOUCK
Mark H. Fisher Patricia Houck
HARRIETT HOUCK J. D. SMITH
Harriett Houck J. D. Smith
LIZA HOUCK PRATT
Liza Houck Pratt
CUSIP NO. 58458C 10 8 13D PAGE 14 of 21 Pages
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EXHIBIT A
AMENDED AND RESTATED
VOTING TRUST AGREEMENT
This Agreement is made effective as of November 19, 1994 at
Houston, Texas, by and between the undersigned parties as an amendment and
restatement of that one certain Voting Trust Agreement dated November 19, 1992
by and between the undersigned parties and Phyllis Shippen pursuant to which a
Voting Trust for certain shares of Medical Innovations, Inc., a Delaware
corporation ("the Company") was created.
ARTICLE 1
TRUSTEES
Number and Term of Trustees
1.01 Harvey R. Houck and Mark H. Fisher are hereby appointed as the
"Voting Trustees". The Voting Trustees shall serve for the entire term of this
trust in the absence of their removal, resignation, or death. None of the rights
or duties of the Trustees may be transferred by will, devise, succession, or in
any manner except as provided in this Agreement
Resignation
1.02 Any Trustee may resign by giving notice of his or her resignation
to the remaining Trustees.
Successor Trustees
1.03 In the event of the death, resignation, or incapacity to either
Houck or Fisher for any reason fail or cease to serve as a Trustee, the other
shall serve alone as Trustee. If both Houck and Fisher for any reason fail or
cease to serve, John Schurwon and J.D. Smith shall serve as the successor
Trustees, then any two Beneficial Owners shall succeed.
ARTICLE 2
DEPOSIT AND TRANSFER OF SHARES
ISSUANCE AND TRANSFER OF
VOTING TRUST CERTIFICATES
Deposit of Shares
2.01 The undersigned ("the Beneficial Owners") have delivered to the
Trustees share certificates for 1,868,730 of the Company. All shares represented
by share
CUSIP NO. 58458C 10 8 13D PAGE 15 of 21 Pages
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certificates delivered to the Trustee under this Paragraph 2.01 shall be held by
the Trustees under and pursuant to the terms of this agreement. The shares so
held shall be beneficially owned in the amounts set forth opposite each
signatory's name.
Transfer of Shares of Trustees
2.02 All share certificates held by the Trustees shall be held in the
name of the Fisher-Houck Trust.
Transfer of shares to Successor Trustees
2.03 Notwithstanding any changes in the identity of the Voting
Trustees, the certificates for shares standing in the name of the Voting
Trustees may be endorsed and transferred by any successor Voting Trustee or
Voting Trustee with the same effect as if endorsed and transferred by the Voting
Trustees who have ceased to act. The Voting Trustees are authorized and
empowered to cause any further transfer of the shares that may be necessary
because of any change of persons holding the office of Trustee.
No Sale of Shares
2.04 The Voting Trustees have no authority to sell of otherwise dispose
of or encumber any of the stock deposited pursuant to the provisions of this
Agreement, except pursuant to the provisions hereof.
Transfer of Beneficial Ownership
2.05 Beneficial Ownership of shares of the Company held by the Trustees
as provided in this Agreement. All transfers shall be effective when it is
recorded in the Ownership Record to be maintained by Voting Trustees. Any
transfer recorded in the Ownership Record shall vest in the transferee all
rights of the transferor and shall be subject to the transferee to the same
limitations as those imposed on the transferor by the terms of this Agreement.
The Voting Trustees shall deliver written notice of the transfer to the
transferor and the transferee for the number of shares so transferred.
Proof of Ownership
2.06 The Voting Trustees shall not be required to recognize any
transfer of any Beneficial Ownership not made in accordance with the provisions
of this Agreement unless the persons claiming ownership have produced indicia of
title satisfactory to the Voting Trustees, and shall have deposited with the
Voting Trustees indemnity satisfactory to them. The Voting Trustees may treat
the Beneficial Ownership as shown in the Ownership Record as the absolute owners
and holders of the Beneficial ownership shown therein and as having all of the
rights and interests represented by them for all purposes, and the Voting
Trustees shall not be bound or affected by any notice to the contrary.
CUSIP NO. 58458C 10 8 13D PAGE 16 of 21 Pages
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ARTICLE 3
VOTING AND ACTION BY TRUSTEES
Voting of Shares
3.01 While the Voting Trustees hold shares deposited pursuant to the
provisions of this Agreement, they shall possess and in their unrestricted
discretion shall be entitled to exercise in person or by their nominees, agents,
attorneys-in-fact, or proxies all rights and powers of absolute owners and to
vote, assent, or consent with respect to those rights and powers and to take
part in and consent to any corporate or shareholders' actions, and to receive
dividends and distributions on the shares.
3.02 Any Voting Trustee may contract with or be or become pecuniary
interested, directly or indirectly, in any matter or transaction to which the
Company or any subsidiary or controlled or affiliated corporation may be a party
or in which it may be concerned, as fully and freely as though the Voting
Trustee were not a Voting Trustee pursuant to this Agreement. The Voting
Trustees, their employees, or agents may act as directors or officers of the
Company or of any subsidiary or controlled or affiliated corporation.
Compensation of Trustees
3.03 The Voting Trustees shall serve without compensation.
Expenses
3.04 The Voting Trustees are expressly authorized to incur and pay
those reasonable charges and expenses that they may deem necessary and proper
for administering this Agreement. The Beneficial Owners agree to reimburse and
indemnify the Trustees for all claims, expenses, and liabilities incurred by
them in connection with the discharge of their duties under this Agreement. Any
such claims, expenses, or liabilities shall be charged to the Beneficial Owners
pro rata, and may be deducted from dividends or other distributions to the, or
may be made a charge payable as a condition to the delivery of shares to the
Beneficial Owners, and the Trustees shall be entitled to a lien for this charge
on the shares, funds, or other property in their possession.
Trustees' Liability
3.05 No Trustee shall be liable for acts or defaults of any other
Trustee or for acts or defaults of an agent of any other Trustee. The Trustees
shall be free from liability in acting upon any paper, document, or signature
believed by them to be genuine and to have been signed by the proper party. The
Trustees shall not be liable for any error of judgment nor for any act done or
omitted, nor for any mistake of fact or law, nor for anything that they may do
or refrain from doing in good faith, nor generally shall the Trustees have any
accountability pursuant to this Agreement, except that each Trustee shall be
liable for his or her own willful default or gross negligence. The Trustees may
be advised by legal counsel, and any action under this Agreement taken or
suffered in good faith by them in accordance with the opinion of counsel
CUSIP NO. 58458C 10 8 13D PAGE 17 of 21 Pages
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shall be conclusive on the parties to this Agreement, and the Trustees shall be
fully protected and be subject to no liability in respect to any action taken or
suffered under this Agreement.
ARTICLE 4
DIVIDEND, DISTRIBUTION, SUBSCRIPTION RIGHTS
OF CERTIFICATE HOLDERS
Cash Dividends
4.01 Each Beneficial Owner shall be entitled to receive from time to
time payments equal to the amount of cash dividends, if any, collected or
received by the Trustees on the shares beneficially held by such Beneficial
Owner, less the deductions provided for in Paragraph 4.05. These payments shall
be made, as son as practicable after the receipt of the dividends. Instead of
receiving cash dividends and paying them to the Beneficial Owners, the Trustees
may instruct the Company in writing to pay the dividends directly to the
Beneficial Owners. When these instructions are given to the Company, all
liability of the Trustees with regard to the dividends shall cease, until the
instructions are revoked. The Trustees may at any time revoke the instructions
and by written notice to the Company direct it to make dividend payments to the
Trustees.
Share Dividends
4.02 If the Trustees receive as a dividend or other distribution on any
shares of stock held by them under this Agreement, any additional shares of the
Company, the Trustees shall hold them subject to this Agreement for the benefit
of the Beneficial Owners in proportion to their respective interests, and the
shares shall become subject to all of the terms and conditions of this Agreement
to the same extent as if they were originally deposited under it.
Distribution on Liquidation
4.03 In the event of the dissolution or total or partial liquidation of
the Company, the Trustees shall receive the moneys, securities, rights, or
property to which Shareholders of the Company are entitled, and shall distribute
it among the Beneficial Owners in proportion to their interests, as shown by the
books of the Trustee.
Other Distributions to Shareholders
4.04 If at any time during the continuation of this Agreement the
Trustees shall receive or collect any monies (other than in payment of cash
dividends) through a distribution by the Company to its shareholders or shall
receive any property (other than shares of stock of the Company) through a
distribution by the Company to its shareholders, the Trustees shall distribute
it to the Beneficial Owners. The Trustees may withhold from the distribution the
deductions provided for in Paragraph 6.05.
CUSIP NO. 58458C 10 8 13D PAGE 18 of 21 Pages
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ARTICLE 5
TERM OF TRUST
Irrevocability of Trust
5.01 The trust created by this Agreement is expressly declared to be
irrevocable, except as otherwise provided in this Agreement.
Termination
5.02 This Agreement shall terminate on November 19, 1996 without any
action by the Trustees or any other parties.
Return of Share Certificates After Termination
5.03 Within sixty (60) days after the termination of this Agreement,
the Trustees shall deliver to the Beneficial Owners, share certificates
representing the number of shares beneficially owned by each such Beneficial
Owner.
Final Accounting
50.4 With sixty (60) days after termination of this Trust, the Trustees
shall render a final accounting to the Beneficial Owners and shall distribute
any funds or other assets held by them to the parties entitled to them.
ARTICLE 6
MISCELLANEOUS
Place of Performance
6.01 This Agreement is made, executed, and entered into at Houston,
Texas, and it is mutually agreed that the performance of all parts of this
contract shall be made at Houston, Texas.
Governing Law
6.02 This Agreement is intended by the parties to be governed and
construed in accordance with the laws of the State of Texas.
Severability of Provisions
6.02 This Agreement shall not be severable or divisible in any way, but
it is specifically agreed that, if any provision should be invalid, the
invalidity shall not affect the validity of the remainder of the Agreement.
CUSIP NO. 58458C 10 8 13D PAGE 19 of 21 Pages
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Construction by Trustees
6.03 This Trustees are authorized and empowered by construe this
Agreement. Their reasonable construction made in good faith shall be conclusive
and binding on the Beneficial Owners and on all parties to this Agreement.
Share Certificates
6.05 Each share certificate representing shares held by the parties to
this Agreement shall contain a statement that the shares represented by the
certificate are subject to the provisions of a Voting Trust Agreement and shall
contain a statement that a counterpart of the Voting Trust Agreement has been
deposited with the Company at its registered office.
Shareholders
Signatures:
_____________________ 237,131 __________________ 283,618
Harvey R. Houck # of shares John Schurwon # of shares
_____________________ 31,270 __________________ 47,235
Phyllis Shippen # of shares Wayne Bertsch # of shares
_____________________ 23,920 __________________ 379,826
Douglas S. Johnston # of shares Mark H. Fisher # of shares
_____________________ 224, 396 __________________ 325,000
Patricia Houck # of shares J. D. Smith # of shares
_____________________ 117,837 __________________ 229,767
Harriett Houck # of shares Liza Houck Pratt # of shares
CUSIP NO. 58458C 10 8 13D PAGE 20 of 21 Pages
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AGREEMENT TO TERMINATE
VOTING TRUST
This is an agreement by the undersigned to terminate that one certain
Voting Trust Agreement dated November 19, 1992, as amended effective November
19, 1994, by and between the undersigned parties.
RECITALS:
A. The undersigned parties desire to terminate of the Trust with respect
to the 1,868,730 shares of the Company still held by the Trustees and
to fully release and discharge the trustees with respect thereto.
AGREEMENT:
In consideration of the mutual covenants and agreements herein, each of
the undersigned parties agree as follows:
1. The Voting Trust shall be and is terminated effective as of the date
all of the undersigned participants sign and deliver to the trustees a
copy this Termination Agreement.
2. Promptly upon receipt of signed copies of this Termination Agreement by
all participants, the trustees shall cause to be delivered to each
participant share certificates issued by Medical Innovations, Inc.
("MI"), representing the shares of MI common stock beneficially owned
by such participant as set forth in the Amended and Restated Voting
Trust Agreement dated November 19, 1994.
3. Each participant agrees to and does hereby irrevocably release and
discharge each of the trustees from any and all claims, liabilities and
cause of action, whether known or unknown, whether absolute or
contingent, arising out of or in any way related to the administration
of the Voting Trust.
Signatures:
HARVEY R. HOUCK JOHN SCHURWON
Harvey R. Houck John Schurwon
WAYNE BERTSCH DOUGLAS S. JOHNSTON
Wayne Bertsch Douglas S. Johnston
MARK H. FISHER PATRICIA HOUCK
Mark H. Fisher Patricia Houck
HARRIETT HOUCK J. D. SMITH
Harriett Houck J. D. Smith
LIZA HOUCK PRATT
Liza Houck Pratt
CUSIP NO. 58458C 10 8 13D PAGE 21 of 21 Pages
