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 ss. 240.14a-11(c) or ss. 240.14a-12
MEDICAL INDUSTRIES OF AMERICA, INC.
(Name of Registrant as Specified in its 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.
[ ] 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:
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 Form or 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>
MEDICAL INDUSTRIES OF AMERICA, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1997
To the shareholders of Medical Industries of America, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Medical Industries of America, Inc., a Florida corporation (the "Company"), will
be held at the Holiday Inn, Delray Beach at 2:00 p.m., local time on Friday,
June 27, 1997, for the following purposes:
1. To elect six directors to each serve until the next annual
meeting of shareholders of the Company and until their successors have been duly
elected and qualified;
2. To consider and act upon a proposal to amend the Company's
Articles of Incorporation to increase the number of authorized shares of capital
stock of the Company;
3. To consider and act upon a proposal to transact such other
business as may properly come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on May 22, 1997,
are entitled to notice of and to vote at the meeting, or any adjournment
thereof.
Shareholders unable to attend the Annual Meeting in person are requested
to read the enclosed Proxy Statement and then complete and deposit the Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company's transfer
agent, Corporate Stock Transfer, 370 17th Street, Denver, CO 80202, at least 48
hours (excluding Saturdays, Sundays and statutory holidays) before the time of
the Annual Meeting or adjournment thereof or with the chairman of the Annual
Meeting prior to the commencement thereof. Unregistered shareholders who
received the Proxy through an intermediary must deliver the Proxy in accordance
with the instructions given by such intermediary.
BY ORDER OF THE BOARD OF DIRECTORS
Boynton Beach, Florida Linda Moore, Secretary
May 23, 1997
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
MEDICAL INDUSTRIES OF AMERICA, INC
1903 S. CONGRESS AVENUE, SUITE 400
BOYNTON BEACH, FLORIDA 33426
(PRINCIPAL EXECUTIVE OFFICES)
-------------------
PROXY STATEMENT
ANNUAL MEETING OF SHARE HOLDERS
-------------------
This Proxy Statement is being furnished to shareholders in connection
with the solicitation of proxies by the Board of Directors of Medical Industries
of America, Inc., a Florida corporation (the "Company"), for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the Holiday Inn,
Delray Beach at 2:00 p.m., local time, on Friday, June 27, 1997, and at any
adjournments thereof for the purpose of considering and voting upon the matters
set forth in the accompanying Notice of Annual Meeting of Shareholders (the
"Notice"). This Proxy Statement and the accompanying form of proxy are first
being mailed to shareholders on or about June 5, 1997. All costs of soliciting
proxies will be borne by the Company.
The close of business on May 22, 1997 has been fixed as the record date
("Record Date") for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting and any adjournment thereof. As of the Record
Date, there were 4,540,652 shares of Common Stock, no par value, issued and
outstanding.
The presence, in person or by proxy, of a majority of the outstanding
shares of common stock on the Record Date is necessary to constitute a quorum at
the Annual Meeting. Abstentions and broker non-votes will be counted towards a
quorum. If a quorum is not present or represented by proxy at the Annual
Meeting, the shareholders present or represented by proxy at the Annual Meeting
have the power to adjourn the Annual Meeting from time to time, without notice
other then an announcement at the Annual Meeting, until a quorum is present or
represented by proxy. At any such adjourned Annual Meeting at which a quorum is
present or represented by proxy, any business may be transacted that might have
been transacted at the original Annual Meeting.
With respect to the election of directors, votes may be cast in favor or
withheld. Directors are elected by a plurality of the votes cast at the Annual
Meeting, and votes that are withheld will be excluded entirely from the vote and
will have no effect. Any other matter that may be submitted to a vote of the
shareholders will be approved if the number of shares of common stock voted in
favor of the matter exceeds the number of shares voted against the matter,
unless the matter is one for which a greater vote is required by law or the
Company's Articles of Incorporation or Bylaws.
Abstentions will be considered as shares present and entitled to vote at
the Annual Meeting and will be counted as votes cast the Annual Meeting, but
will not be counted as votes cast for or against any given matter. Shares
referred to as "broker or nominee non-votes" (shares held by brokers or nominees
as to which instructions have not been received from the beneficial owners or
persons entitled to vote and the broker or nominee does not have discretionary
voting power on a particular matter) will be treated as shares that are present
and entitled to vote for purposes of determining the presence of a quorum. For
purposes of determining the outcome of any matter as to which the proxies
reflect broker or nominee non-votes, shares represented by such proxies will be
treated as not present and not entitled to vote on that subject matter and
therefore will not be considered when counting votes cast on the matter (even
though those shares are considered entitled to vote for quorum purposes and may
be entitled to vote on other matters). Accordingly, abstentions and broker or
nominee non-votes will not have the same effect as a vote against the election
of any director.
All shares represented by properly executed proxies, unless such proxies
have been previously revoked, will be voted at the Annual Meeting in accordance
with the directions set forth on such proxies. If no direction is indicated, the
shares will be voted (i) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN and, (ii)
FOR AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION INCREASING THE
NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK.
2
<PAGE>
The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by (a) the execution and submission of
a revised proxy, (b) written notice to the Secretary of the Company or (c)
voting in person at the Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 is being mailed with this Proxy Statement. The Annual
Report does not form any part of the material for solicitation of proxies.
The Company will provide, without charge, a copy of the exhibits to its
Annual Report on Form 10- KSB, upon written request to Linda Moore, Secretary of
the Company, at 1903 S. Congress Avenue, Suite 400, Boynton Beach, Florida
33426; fax number (561) 737-5008.
ITEM 1
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
The directors are elected annually by the shareholders of the Company.
The Bylaws of the Company provide that the number of directors will be
determined by the Board of Directors. The shareholders will elect six directors
for the coming year. All of the nominees presently serve as directors of the
Company.
Although the Board of Directors of the Company does not contemplate that
any of the nominees will be unable to serve, if such a situation arises prior to
the Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such person(s) as may be nominated by the Board of Directors. The
Company's directors hold office until the next annual meeting of shareholders or
until their successors have been duly elected and qualified.
MICHAEL F. MORRELL (AGE 55). Mr. Morrell has served as a director of the
Company and as chairman of the board and chief executive officer since August
1996. From March 1994 through November 1995, Mr. Morrell served as president and
chairman of Westmark Group Holdings, Inc. of Delray Beach, Florida ("Westmark").
From March 1994 to January 1995, Mr. Morrell served as president of Churchill
Technology. From March 1990 to March 1994, Mr. Morrell served as president of
Nexus Leasing Corp. and Nexus Realty which he founded in March 1990. Mr. Morrell
serves on the Company's Audit and Compensation Committees.
PAUL C. PERSHES (AGE 54). Mr. Pershes, president of the Company, has
served as a outside director since August 1996. Mr. Pershes has been a director
of Weinberg, Pershes and Company, P.A. of Boca Raton, Florida, a public
accounting firm, since August 1995. From January 1993 to August 1995, Mr.
Pershes was a director of Pershes & Company, P.A., a public accounting firm, and
its predecessor companies. From December 1990 to December 1992, Mr. Pershes
served as president of Temco Service Industries, Inc. Mr. Pershes is a certified
public accountant licensed in the states of New York and Florida. Mr. Pershes
serves on the Company's Audit and Compensation Committees.
THEODORE J. ORLANDO (AGE 60). Mr. Orlando has served as an outside
director to the company since March 1997. In 1994, Mr. Orlando founded Barkus
Capital Resources, Ltd., of East Northport, NY, an entity engaged in real estate
and stock investments where he serves as president. From 1980 to 1994, Mr.
Orlando acted as chairman and chief executive officer for TJ Systems Corporation
a computer leasing company he founded. Mr. Orlando serves on the Company's
Compensation Committee.
TERRY LAZAR (AGE 54). Mr. Lazar has served as an outside director since
April 1997. Since 1977 Mr. Lazar founded and serves as the senior partner of
Lazar, DeThomasis, Sanders and Company, LLP, of Jericho, NY, a full service
accounting firm specializing in real estate, healthcare, manufacturing,
insurance hotel industry and entertainment. In addition, Mr. Lazar serves as
partner and director of finance of the Ambulatory Surgery Center. Mr. Lazar
serves on the Company's Audit Committee.
3
GLEN BARBER (AGE 47). Mr. Barber has served as an outside director since
April 1997. Mr. Barber founded New Age Communications, Inc., in 1988 and
currently serves as its president. New Age Communications, Inc,. of Tallahassee,
Florida is a master distributor of operator services to Oncor, Conquest and
LDDS. For the past four years, Mr Barber has served as President and Director of
the Museum of Art in Tallahassee, Florida. From 1991 through 1993 Mr. Barber
served on the Advisory Board to Oncor Communications, Inc, of Bethesda, MD. Mr.
Barber serves on the Company's Audit Committee.
DR. A. RAZZAK TAI, M.D., M.R.C.P., F.A.C.C.P., F.A.C.C. (AGE 63). Dr.
Tai is Board Certified in Internal Medicine and Cardiovascular Diseases in
England and the United States. He is a Fellow of the American College of
Cardiology, a Fellow of the American College of Chest Physicians, a Fellow of
the American College of Angiology and a Fellow of the Clinical Council of
Cardiology of the American Heart Association. Dr. Tai has served on the
committee for the American College of Chest Physicians and is a past President
of the American Heart Association. Dr. Tai set-up his private practice in
Central Florida in 1977. He continued his medical teaching at Orlando Regional
Medical Center while establishing Florida Physicians Internet, Inc., a large
multi-specialty group practice serving four counties in the Central Florida
region. Dr. Tai's research papers have been extensively published in medical
journals. He has also authored and published "THE HEART DOCTOR'S HEART BOOK" and
"RAPID INTERPRETATION OF ELECTROCARDIOGRAM".
COMMITTEES AND MEETINGS
The Board of Directors held 17 meetings in 1996 and each director of the
Company attended at least 75% of all Board meetings. In August 1996, the Board
established an Audit Committee and a Compensation Committee. The Audit Committee
reviews and reports to the Board on the financial results of the Company's
operations and the results of the audit services provided by the Company's
independent accountants, including the fees and costs for such services. The
Compensation Committee reviews compensation paid to management and recommends to
the Board appropriate executive compensation. Messrs. Morrell and Pershes serve
on both committees. Mr. Orlando serves on the Compensation Committee. Mr. Lazar
and Mr. Barber serve on the Audit Committee.
DIRECTORS' FEES
Outside directors will receive an annual fee of up to $5,000 and are
entitled to reimbursement for reasonable travel expenses incurred in attending
board meetings. Each of the outside directors was or will be granted 25,000
common stock options.
REPORTS
Section 16(a) ofthe Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of ownerships and reports of changes in ownership, and to
furnish the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to its officers, directors were complied with during the year ended
December 31, 1996. The Company has reason to believe that certain investors
owned at one point, and may currently own more than 5 and 10% of the Company's
outstanding common stock, but the Company has not received any filing indicating
such.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCED DIRECTORS FOR ELECTION
BY THE SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH
OF THE NOMINEES LISTED ABOVE.
4
<PAGE>
ITEM 2
INCREASE IN AUTHORIZED CAPITAL STOCK
The Compary's Articles of Incorporation currently authorize the Company
to issue up to 8,000,000 shares of Common Stock and 2,500,000 shares of
preferred stock, no par value per share ("Preferred Stock"). Of the 2,500,000
shares of Preferred Stock authorized, 33,414 shares are designated as Series A,
10,000 shares are designated as Series B, 75,000 shares are designated as Series
C and 375,000 shares are designated as Series D . As of the Record Date, the
Company had 4,540,652 shares of Common Stock issued and outstanding. There are
no shares of Series A or Series C, 10,000 shares of Series B and 62,120 shares
of Series D Preferred Stock issued and outstanding.
The Board of Directors deems it to be in the best interests of the
Company to increase the number of authorized shares of capital stock to
60,000,000 shares, consisting of 50,000,000 shares of Common Stock, no par value
per share, and 10,000,000 shares of Preferred Stock, no par value per share. The
purpose of these additional shares is to provide for a significant number of
shares of capital stock for acquisitions.
THE BOARD OF DIRECTORS HAS APPROVED THE AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK, AND
UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THIS AMENDMENT.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE POSITION
Michael F. Morrell (1) 55 Chairman of the Board and Chief Executive Officer
Paul C. Pershes (l) 54 President and Director
Linda Moore 45 Senior Vice President and Secretary
Dawn M. Drella 30 Chief Financial Officer
- -----------------------
(1) Biographical information with respect to these officers was previously
described in Item 1.
LINDA MOORE, who married Mr. Morrell in April 1997, has served as the
senior vice president and secretary of the Company since January 1997. She has
served as senior v.p./assistant secretary of Westmark Group Holdings, Inc. from
March 1994 through December 1995. Prior to her affiliation with Westmark, Ms.
Moore founded Moore Financial Services, Inc. to provide financial public
relations for public companies and private firms trying to go public. From 1986
to 1990, Moore Financial, based in New Jersey, participated in four successful
initial public offerings while representing additional clients on a consulting
basis.
DAWN M. DRELLA has been chief financial officer of the Company since
April 1995. She also served as the controller of the Company from June 1993
until April 1995. From February 1996 to June 1996, Ms. Drella served as chief
financial officer of Westmark. Ms. Drella served as a staff accountant at Jones
& Hall, PA from 1992 to 1993. From 1991 through 1992, Ms. Drella served as
controller of RCC Associates, Inc., a general contractng firm that specialized
in high end retail stores. Ms. Drella is a certified public accountant.
The Company's officers are elected annually by the Board of Directors
and serve at the discretion of the Board.
5
<PAGE>
STOCK OWNERSHIP
The following table and notes thereto set forth, as of May 22, 1997,
certain information regarding beneficial ownership of the Company's Common Stock
by (i) each person known by the Company to beneficially own more than 5% of the
Company's Common Stock, (ii) each of the Company's directors and director
nominees, (iii) each named executive officer, and (iv) all directors and
officers of the Company as a group.
SHARES OF PERCENTAGE
NAME AND ADDRESS COMMON STOCK OF CLASS
- ---------------- ------------ ----------
Michael F. Morrell 275,000 (2) 5.2%
1903 S. Congress Avenue, Ste. 400
Boynton Beach, Fl 33426
Paul C. Pershes 262,500 (2) 5.0%
1903 S. Congress Avenue, Ste. 400
Boynton Beach, FL 33426
Terry Lazar
129 Foxwood Drive
Jericho, NY 11753
Glen Barber
1288 Timberlane Road
Talahassee, FL 32312
Theodore J. Orlando 25,000 (2) *
11 Stonehenge Lane
East Northport, NY 11731
Linda Moore 102,000 (2) 1.9%
1903 S. Congress Avenue, Ste. 400
Boynton Beach, Fl 33426
Dawn M. Drella 2,000 (2) *
1903 S. Congress Avenue, Ste. 400
Boynton Beach, FL 33426
Dr. A. Razzak Tai 50,000 (1)(2) 1.0%
595 Oak Commons Blvd.
Kissimmee, FL 34741
All Directors and Executive 716,500(1)(2) 13.6%
Officers as a Group
- -------------------------------
*less than 1%
(1) Excludes 714,000 shares of preferred stock convertible into 714,000
shares of common stock and $475,000 face amount preferred stock
convertible at market beginning July 1997.
(2) Includes for purposes of this presentation, options and warrants to
purchase shares of Common Stock exercisable within 60 days of May 22,
1997.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the information with respect to each
person who served in the capacity of chief executive officer during l996, and
other officers of the Company whose total annual salary and bonus for the fiscal
year ended December 31, 1996 exceeded $100,000 (collectively, the "Named
Executive Officers"). These Named Executive Officers receive perquisites and
other personal benefits in amounts less than 10% of their total annual salary
and bonus.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG -TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND PRINICIPAL FISCAL Other Annual All Other
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
-------- ---- ------ ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C>
Michael F. Morrell, 1996 $74,999 - - -
Chief Executive - - - -
Officer (1) - - - -
Norman J. Birmingham, 1996 $49,230 - - -
Chief Executive 1995 21,461 - - -
Officer (2) - - -
</TABLE>
- -------------------------------
(1) Mr. Morrell was chief executive officer from August 1996 to the present.
(2) Mr. Birmingham resigned from the Company as president and chief
executive officer in August 1996.
EMPLOYMENT AGREEMENTS
In January 1997, the Company signed an employment agreement with Michael
Morrell to serve as Chief Executive Officer of the Company. The term of
agreement is for five years, with compensation equal to an annual salary of
$150,000, the granting of 775,000-925,000 stock options to be vested over a four
year period and the payment of normal business expenses.
The Company signed an employment agreement, commencing in May 1997, with
Paul Pershes to serve as president of the Company. The term of the agreement is
for five years, with compensation equal to an annual salary of $150,000, the
granting of 775,000 - 925,000 stock options to be vested over a four year period
and the payment of normal business expenses.
In November 1996, the Company signed an employment agreement with Linda
Moore. The term of agreement is for five years, with compensation equal to an
annual salary of $80,000, the granting of performance options to be vested over
a five year period and the payment of normal business expenses.
The following tables show, as to the Named Executive Officers, certain
information concerning stock options.
L996 STOCK OPTION GRANTS
Options Percent of
Granted Total Options Exercise Price Expiration
NAME (SHARES) GRANTED (PER SHARE) DATE
Michael F. Morrell 25,000 $1.50 8/27/06
7
<PAGE>
AGGREGATE OPTION EXERCISES IN 1996
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Shares Securities Unexercised
Acquired Value Underlying Unexercised in-the-money
NAME ON EXERCISE REALIZED(1) OPTIONS OPTIONS(1)
<S> <C> <C> <C> <C>
- - - -
</TABLE>
- ----------------------------
LONG-TERM EMPLOYEE PLANS
The Company does not have any long-term incentive plans.
8
<PAGE>
CERTAIN TRANSACTIONS
WEINBERG, PERSHES & COMPANY
During 1995 and 1996, the Company engaged Weinberg, Pershes & Company
("Weinberg"), an accounting services firm, for consulting services. Paul
Pershes, a director of the company, has been a director and shareholder of
Weinberg. In December 1996, Weinberg received 28,000 ($35,000) shares of common
stock from the Company pursuant to a consulting contract dated October 1, 1996.
AGREEMENT WITH FLORIDA PHYSICIANS INTERNET, INC.
Effective January 9, 1997, the Company entered into a purchase agreement
with Florida Physicians Internet, Inc. ("FPII"). Florida Physicians Internet,
Inc. is a group medical practice specializing in cardiology, neurology,
pulmonology, pediatrics, and internal medicine. This group practice is led by
Dr. A. Razzak Tai, MD, FACCP, ACCP, MRCP. Consideration for the purchase
included the issuance of 714,000 shares of the Company's preferred shares
convertible in to 714,000 shares of common stock, $475,000 face amount of
preferred stock convertible at market in July 1997, and 50,000 common stock
options at $.50 per share.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Audit Committee have not selected or
recommended an independent public accountant for 1997. The Audit Committee is
currently interviewing various firms that will provide for the growing needs of
the Company. Grant-Schwartz Associates, CPA's (currently merged into Beck
Villata & Co., P.C.) were the auditors for the past two years. There have been
no disagreements between the Company and Grant-Schwartz.
Prior thereto, the Board of Directors voted to dismiss its prior
accountants, Ernst & Young, LLP in January 1996. There were no disagreements
between the Company and Ernst & Young. In February 1996, the Company engaged the
services of McGladrey and Pullen, LLP. McGladrey resigned as previously
disclosed in the Company's Form 10-KSB.
COST OF SOLICITATION
The Company will bear the cost of the solicitation of proxies from its
shareholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and employees
of the Company will not be compensated additionally for the solicitation, but
may be reimbursed for out-of-pocket expenses in connection with this
solicitation. Arrangements are also being made with brokerage houses and any
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Company, and the Company will reimburse
such brokers, custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses.
9
<PAGE>
OTHER MATTERS
Management is not aware of any other matters to be presented for action
at the meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed proxy to vote in accordance with
their best judgment on such matters.
Proposals of shareholders of the Company which are intended to be presented by
such shareholders at the 1997 Annual Meeting must be received by the Company no
later than March 31, 1998 in order to have them included in the proxy statement
and form of proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Linda Moore, Secretary
May 23, 1997
Boynton Beach, Florida
10
<PAGE>
PRELIMINARY
PROXY
MEDICAL INDUSTRIES OF AMERICA, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MEDICAL
INDUSTRIES OF AMERICA, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN ACCORDANCE WITH THE CHOICES SPECIFIED BELOW.
The undersigned stockholder of Medical Industries of America, Inc. (the
"Company") hereby appoints Marc Woolf and Linda Moore, the true and lawful
attorneys, agents and proxies of the undersigned with full power of substitution
for and in the name of the undersigned, to vote all the shares of Common Stock
of the Company which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the Holiday Inn Camino
Real, 1229 East Atlantic Avenue, Delray Beach, FL 33483 on Friday, June 27, 1997
at 2:00 p.m., and any and all adjournments thereof, with all of the powers which
the undersigned would possess if personally present, for the following purposes:
1.To elect six Directors.
FOR WITHHOLD
Michael F. Morrell [ ] [ ]
Paul C. Pershes [ ] [ ]
Theodore J. Orlando [ ] [ ]
Glen Barber [ ] [ ]
Terry Lazar [ ] [ ]
Dr. A Razzak Tai [ ] [ ]
FOR AGAINST ABSTAIN
2.To amend the Company's Articles of Incorporation [ ] [ ] [ ]
to increase the number of authorized shares of
capital stock .
3.To transact such other business as may properly [ ] [ ] [ ]
come before the meeting or any adjournment
thereof.
THIS PROXY WILL BE VOTED FOR THE CHOICES SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEMS 1, 2 AND 3, THIS PROXY WILL BE VOTED FOR THESE ITEMS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated May 27, 1997.
<PAGE>
PRELIMINARY
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:__________________________ ____________________________________________
[Signature]
--------------------------------------------
[Signature if jointly held]
--------------------------------------------
[Printed Name]
Please sign exactly as name appears on stock
certificate(s). Joint owners should each
sign. Trustees and others acting in a
representative capacity should indicate the
capacity in which they sign.
