Commission File No. 0-21441
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
MEDISYS TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
MEDISYS TECHNOLOGIES, INC.
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 141-(6)(i)(3).
[ ] 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: n/a
(2) Aggregate number of securities to which transaction
applies: n/a
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: n/a.
(4) Proposed maximum aggregate value of transaction: n/a
(5) Total fee paid: $125
[ ] 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:
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Medisys Technologies, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1997
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders
(the "Meeting") of Medisys Technologies, Inc., a Utah corporation
(the "Company"), will be held on Wednesday, May 14, 1997, at 2:30
p.m. local time, at the Radisson Hotel located at 4728 Constitution
Avenue, Baton Rouge, Louisiana, for the following purposes:
1. To elect eight (8) directors to serve for the ensuing
year or until their successors are duly elected and
qualified;
2. To ratify the appointment of Jones, Jensen & Company as
independent auditors for the Company for the fiscal year
ending December 31, 1997; and
3. To transact such other business as may properly come
before the Meeting and any adjournments thereof.
Only stockholders of record at the close of business on May 3,
1997 are entitled to notice of and to vote at the Meeting and any
adjournments thereof.
All stockholders are cordially invited to attend the Meeting
in person. To assure your representation at the Meeting and
whether or not you plan to attend in person, you are urged to mark,
sign, date and return the enclosed proxy card at your earliest
convenience. Any stockholder attending the Meeting may revoke
their proxy and vote their shares in person.
By Order of the Board of Directors
William David Kiesel, Secretary
Baton Rouge, Louisiana
April 21, 1997
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Medisys Technologies, Inc.
9624 Brookline Avenue
Baton Rouge, Louisiana 70809
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of
Stockholders (the "Meeting") of Medisys Technologies, Inc. (the
"Company") to be held on Wednesday, May 14, 1997, at 2:30 p.m.
local time, at the Radisson Hotel located at 4728 Constitution
Avenue, Baton Rouge, Louisiana, and at any and all adjournments
thereof. The accompanying proxy is solicited by the Board of
Directors of the Company and is revocable by the stockholder any
time before it is voted. For more information concerning the
procedure for revoking the proxy, see "General". This Proxy
Statement is first being mailed to stockholders on or about April
21, 1997, accompanied by the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1996.
Only stockholders of record at the close of business on May 3,
1997 are entitled to notice of and to vote at the Meeting. At the
record date, there were 12,349,040 shares of the Company's Common
Stock (the "Common Stock") outstanding and each share is entitled
to one vote at the Meeting.
Any properly executed proxy returned to the Company will be
voted in accordance with the instructions indicated thereon. If no
instructions are marked with respect to the matters to be acted
upon, each such proxy will be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy
Statement.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the provisions of the Company's Articles of
Incorporation and By-Laws, directors are to be elected annually.
Presently, the number of directors in office is nine.
At the Meeting, eight directors will be nominated to be
elected to the Board of Directors, each director to hold office for
one year or until their successors are elected and qualified.
Unless otherwise instructed, it is intended that the shares
represented by the enclosed proxy will be voted FOR the election of
the seven nominees named below, all of which are currently
directors of the Company. In the event any of the nominees named
herein are unable or decline to serve as a director at the time of
the Meeting, it is intended that the proxies will be voted for the
election of a substitute nominee as the proxy holder may determine.
The Board of Directors has no reason to believe that any nominee
listed below will be unable or will decline to serve as a director.
A majority vote of the votes cast is required to approve the
election of each director.
The following persons, all of which are incumbent directors
except for Dr. Andrus, are being nominated for election to the
Company's Board of Directors:
Nominee for Election to the Office of Director
at the 1996 Annual Meeting
Director
Nominee Age Since Position with the Company
Edward P. Sutherland 50 1992 President, Chief
Executive Officer and
Director
Gary E. Alexander 52 1992 Vice President, Chief
Technology Officer and
Director
Kerry M. Frey 51 1994 Vice President, Chief
Operating Officer and
Director
Paul R. Radle, Jr. 42 1995 Vice President, Chief
Financial Officer,
Treasurer and Director
William D. Kiesel 52 1992 Corporate Secretary and
Director
Dr. Timothy Andrus 47 1996 Director
Jane Cooper 42 1996 Director
Dr. Robert L.
diBenedetto 66 1992 Director
BUSINESS EXPERIENCE OF DIRECTORS AND NOMINEES
EDWARD P. SUTHERLAND is the President, C.E.O. and a co-founder
of the Company. Mr. Sutherland received a Bachelor of Arts Degree
from Louisiana State University in 1968, and a Juris Doctor Degree
from Louisiana State University in 1974. He was in private law
practice from 1974 until he co-founded the Company in 1992. Mr.
Sutherland has over 25 years of business, professional and
personnel management expertise in the private and public sector
including over five years of experience in forming, developing and
managing a start-up company in the medical R&D industry. His
background includes strategic planning, financing, administration,
policy formulation and execution, personnel education, general
office management, bookkeeping, taxation, and interface with
governmental agencies including FDA and SEC. While practicing as an
attorney, Mr. Sutherland also developed a comprehensive background
in hospital and medical practice, and product liability litigation.
GARY E. ALEXANDER is the Vice President, Chief Technical
Officer and co-founder of the Company. He is the principle
inventor of SOFCEPS. and most of the Company s other products and
is in charge of product research. Mr Alexander received his Juris
Doctor Degree in law from Louisiana State University in 1976 and
was engaged in private law practice from 1976-1991, specializing in
medical liability matters with emphasis on obstetrics. In 1989,
Mr. Alexander conceived the SOFCEPS product and in 1990 began full
time development of the product. He has spent the last six years
devoting himself to invention, research, and developing of products
for ultimate commercialization. His broad based career began early
in 1967 being named the number one Junior Salesman in the United
States for AM Corporation, a source data collection and conversion
company. Mr. Alexander has owned and operated several businesses
in building, general contracting, and construction equipment sales,
where he managed up to 75 employees and sub-contractors and managed
the materials flow accounting, invoicing, accounts payable and
receivable, and exclusive service contracts with major appliance
manufacturers. In connection with those businesses, he acquired
the special skills and expertise in engineering principles, design,
drawings, welding, carpentry, materials evaluation, electrical and
mechanical sciences which have led to his inventing successes. His
background in law resulted in multiple areas of business expertise
including the management of accounts in the real-estate sector, and
he has advised several manufacturing clients on both domestic and
international businesses contracts, research and development,
operations, sales and mergers. He has also served as advisor and
counsel for several financial institutions and has interfaced with
several governmental agencies including FDA and SEC and has
represented the Small Business Administration (SBA).
KERRY M. FREY, Vice President and Chief Operating Officer has
over 22 experience in the health care industry. Mr. Frey became an
Officer and a Director of the Company in November 1994. Mr. Frey
received a Bachelor of Arts Degree from Southeastern Louisiana
University in 1969. His background includes marketing and sales,
as well as general management. Mr. Frey was associated with
Johnson and Johnson Hospital Services for ten years in the
development of multi-company corporate marketing programs and
services. He served as Vice President of Marketing as well as VP
of Sales. Mr. Frey has coordinated strategic assessment of the
dynamic healthcare market, including managed care, integrated
provider systems and healthcare reform. He led the development of
corporate value added marketing programs for multi-hospital groups,
large regional hospital systems, surgical supply distributors and
service marketing programs for Johnson & Johnson in the
professional healthcare marketplace. Previous consulting
assignments have included integrated healthcare systems such as the
General Health System and the Florida Hospital; futuristic health
delivery planning with Walt Disney Development Company. He also
consulted for Qualitycare, Inc., a medical distributor company, and
has served on the boards of a medical software company, a start-up
minority distributor, and three other successful development stage
companies.
PAUL R. RADLE, JR. is the Company s Vice President, Chief
Financial Officer and Treasurer. Mr. Radle became an Officer and
a Director of the Company in May 1995. Mr. Radle received from the
University of New Orleans a B.S. Degree in Accounting in 1978 and
was licensed to practice as a Certified Public Accountant in the
State of Louisiana in 1983. From 1974 to 1981, was employed by CNG
Producing Company serving in various accounting functions. From
1982 to 1995, Mr. Radle has served as Vice President, Finance for
Arrowhead Exploration Company, an independent oil and gas
exploration and production company. Mr. Radle s background
includes strategic planning, financial reporting, taxation, MIS,
and corporate administration. He is experienced in negotiating
contracts and agreements, performing business valuations and
economic analysis of business opportunities and investments. Mr.
Radle is a member of the Louisiana Society of CPA's, the American
Institute of CPA's, the Independent Petroleum Association of
American Tax Committee, and is a board member of the General Health
System Foundation and the Louisiana State University School of
Social Work.
The Company's Secretary and Consultant on Intellectual Property is:
WILLIAM DAVID KIESEL is a Director and a co-founder of the
Company. During the past 25 years he has been actively engaged in
advising numerous start-up businesses. During that period he has
supported more that 100 start-up companies in all aspects of their
businesses, including structuring of R&D programs, financial
planning, management, as well as, marketing and sales of their new
products. These companies have varied in size and encompass
organizations offering a wide spectrum of products, including
medical devices and pharmaceutical products. In addition to his
current position with Medisys, he serves as the business manager of
his own 25 person patent law firm. He has also provided to his
clients fair market and liquidation s evaluations of patents,
trademarks, and other intellectual property. Mr. Kiesel received
from Louisiana State University a B.S. Degree in Mathematics in
1966, a M.S. Degree in Nuclear Engineering in 1970, and a Juris
Doctor Degree in law in 1970. Mr. Kiesel has been a registered
patent attorney and engaged in the private practice of law since
1971 specializing in patent law and related legal areas. Mr.
Kiesel has served as Adjunct Professor at the Louisiana State
University Law School teaching courses in Patent Law.
DR. TIMOTHY ANDRUS is a Director of the Company. Dr. Andrus
became a Director in November 1996. He has over seventeen years
experience as an OB/GYN. Dr. Andrus has served as the Associate
Director of Gulf South Health Plans HMO for the past five years.
Formerly he was the Chief of Staff for Woman s Hospital, the
seventh largest private woman s hospital in the U.S., and
currently he is on their Board of Directors.
JANE COOPER is a Director of the Company. Ms. Cooper became a
Director in May 1996. Ms. Cooper is the founder, President, and CEO
of Healthcare Advantage, Inc., a regional managed care company
headquartered in New Orleans, Louisiana. Healthcare Advantage
offers a variety of managed care products including Advantage
Health Plan, a commercial HMO and a Medicare HMO, and serves over
325,000 members in eight states. Originally from Wisconsin, Ms.
Cooper attended Augustana College for her undergraduate work and
received her Master s Degree from the University of Illinois.
Since 1982 Ms. Cooper has worked in the managed care industry and
has been in managed care in New Orleans since 1985. Ms. Cooper is
on the executive Committee of the Louisiana Managed Healthcare
Association (LMHA) and is on the Board of Directors and serves as
Secretary of the American Association of PPO s (AAPPO).
DR. ROBERT L. diBENEDETTO, a Director and co-founder of the
Company, received his Doctorate of Medicine in 1952 from the
Louisiana State University Medical School and served his internship
at Mercy Hospital from 1952 to 1953, and his residency in
Obstetrics and Gynecology at Charity Hospital, New Orleans,
Louisiana from 1956 to 1959. Dr. diBenedetto has been engaged in
the private practice of Obstetrics and Gynecology from 1959 to the
present and has recently received recognition as one of the top
fifty physicians in the United States. His hospital affiliations
include Woman's Hospital Foundation, Baton Rouge, Louisiana where
he has served as Chairman of the Board of Directors from 1984 to
1990, and he is also affiliated with Our Lady of the Lake Hospital,
Baton Rouge General Hospital and Earl K. Long Hospital. Dr.
diBenedetto is also currently President and CEO of the Louisiana
Medical Insurance Company, a major provider of medical malpractice
insurance. He also serves on the following committees: Chairman,
Dialogue with Congress; Area-wide Health Planning; Liaison with
Organized Specialties; Chairman, Maternal & Child Health; Member,
Committee on Professional Liability of American College of
Obstetrics and Gynecology; Member, Committee on Ethics of
American College of Obstetrics and Gynecology; Past Chairman,
Louisiana Delegation to American Medical Association. His
professional organizations include: Chairman & Legislative
Liaison, Louisiana Section of the American College of Obstetricians
and Gynecologists; Past Chairman, Louisiana Delegation to the
American Medical Association; South Central OB/GYN Society;
clinical Associate Professor of OB/GYN, L.S.U. School of Medicine -
New Orleans, Louisiana; American Fertility Society; Treasurer,
Louisiana Medical Political Action Committee.
The Board of Directors recommends that the stockholders vote
FOR the election of each nominee for director named above.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. Directors are reimbursed for reasonable travel expenses
incurred related to attending meetings. Until such time as it
becomes economically feasible, Directors will not be paid any cash
compensation for serving on the Board. However, each member
receives 500 shares of the Company's common stock for each meeting
attended and an annual stock option for the purchase of 5,000
shares. Also, the Chairman receives an additional 200 shares per
meeting, Committee Chairmen receive an additional 150 shares per
meeting and Committee members receive an additional 100 shares per
meeting. All shares issued to directors are deemed restricted
securities under the Securities Act of 1933. The Executive
Committee of the Board of Directors, to the extent permitted under
Utah law, exercises all of the power and authority of the Board of
Directors in the management of the business and affairs of the
Company between meetings of the Board of Directors. Each executive
officer of the Company serves at the discretion of the Board of
Directors.
During the Company's last fiscal year ended December 31, 1996,
there were eleven meetings of the Board of Directors. Attendance
at the meetings averaged 90% in 1996, and each member of the Board
of Directors attended 75% or more of the aggregate number of
meetings of the Board and any Committee of which he is a member.
The Board of Directors, acting as a committee of the whole,
has the responsibility for considering nominations for prospective
Board members. The Board of Directors will consider nominees
recommended by stockholders who submit a notice of nomination to
the Company at least 60 but not more than 90 days prior to the
first anniversary of the preceding year's annual meeting. Such
notice shall contain appropriate data with respect to the suggested
candidate in order to make an informed decision as to the
qualifications of the person.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation actually
paid (and not deferred) by the Company for services rendered to the
Company for the years ended December 31, 1994, 1995 and 1996 to the
Company's Chief Executive Officer, Chief Technology Officer and
Chief Operating Officer. The total compensation for the remaining
Executive Officers is not reported as it did not meet the threshold
for required reporting.
Summary Compensation Table
Name and Principal Other Annual All Other
Position Year Salary Bonus Compensation Compensation(1)(2)
Edward P. Sutherland, 1994 $ 52,500 $ -0- $ -0- $ 2,000
President and CEO 1995 118,156 -0- -0- -0-
1996 150,000 -0- -0- 33,915
Gary Alexander, 1994 49,958 -0- -0- 2,000
Vice President and 1995 116,526 -0- -0- -0-
Chief Technology 1996 108,000 -0- -0- 34,257
Officer
Kerry M. Frey 1994 -0- -0- -0- -0-
Vice President and 1995 -0- -0- -0- 53,000
Chief Operating Officer1996 144,000 -0- -0- 45,553
(1) 1996 Other Compensation includes amounts paid in 1996
that relate to deferred salary accruals from prior years
as follows: $33,915 for Mr. Sutherland; $34,257 for Mr.
Alexander; and $24,667 for Mr. Frey. As of December 31,
1996 the Company has accrued salaries and directors fees
of $85,851 as disclosed in Note 3 to the Consolidated
Financial Statements.
(2) Additionally, the executive officers received Stock Purchase
Warrants during the year of 1996 as follows: 34,000 warrants
to Mr. Sutherland with an average exercise price of $1.97;
34,000 warrants to Mr. Alexander with an average exercise
price of $1.97; and 19,000 warrants to Mr. Frey with an
average exercise price of $2.47. The warrants issued to Mr.
Sutherland represent 6.3% of the total number of warrants
issued to employees and directors during the year of 1996; the
warrants issued to Mr. Alexander represent 6.3% of the total;
and the warrants issued to Mr. Frey represent 3.5% of the
total.
Employment Agreements
The Company entered into employment agreements with Edward P.
Sutherland and Kerry Frey on September 3, 1996 and September 4,
1996 respectively, pursuant to which they will receive annual
salaries of $150,000 and $144,000, respectively. These employment
agreements expire on December 31, 1997. Any additional compensation
to these employees is to be in the form of an annual cash bonus not
to exceed 50% of their annual compensation or the granting of stock
options at the discretion of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
The Company became a public reporting entity on November 26,
1996. As such, each Officer and Director of the Company was
required to submit a Form 3, Initial Statement of Beneficial
Ownership of Securities, to the SEC within 10 days. Each Officer
and Director was additionally required to file a Form 5, Annual
Statement of Changes in Beneficial Ownership, on or before the 45th
day after the end of the fiscal year. These reports were not filed
on a timely basis. The required reports were submitted to the SEC
in March 1997 for every Officer and Director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best knowledge of the
Company, as of May 3, 1997, with respect to each person known by
the Company to own beneficially more than 5% of the outstanding
Common Stock, each director and all directors, officers and
principal shareholders as a group.
Name and Address of Number of Shares Percentage Number of Average
Beneficial Owner Beneficially Owned Ownership Warrants Exercise
Owned Price
Gary E. Alexander * 1,306,193(2) 10.6% 195,800 1.63
9624 Brookline Avenue
Baton Rouge, LA 70809
Robert McNamee 1,205,826(3) 9.8% 358,633 3.31
1398 Oakley Drive
Baton Rouge, LA 70806
Jerry Phipps 1,215,826(4) 9.8% 473,632 2.91
7530 Old Sturbridge Ln.
Baton Rouge, LA 70806
Robert L. diBenedetto * 930,480(5) 7.5% 377,000 2.75
781 Colonial Drive
Baton Rouge, La 70806
William D. Kiesel * 1,202,363(6) 9.7% 565,166 2.61
2355 Drusilla Lane
Baton Rouge, LA 70809
Edward P. Sutherland * 920,000(7) 7.4% 213,000 1.63
9624 Brookline Avenue
Baton Rouge, LA 70809
Kerry Frey * 562,400(8) 4.6% 57,400 2.07
9624 Brookline Avenue
Baton Rouge, LA 70809
Paul R. Radle, Jr. * 171,000(9) 1.4% 67,000 1.82
9624 Brookline Avenue
Baton Rouge, LA 70809
Jane Cooper * 9,100(10) 0.1% 5,000 4.25
9624 Brookline Avenue
Baton Rouge, LA 70809
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Timothy Andrus * 6,833(11) 0.1% 3,833 1.00
9624 Brookline Avenue
Baton Rouge, LA 70809
Wade Fallin * 1,000 .01% 0 N/A
9624 Brookline Avenue
Baton Rouge, LA 70809
Directors, officers 7,529,921(12) 61.0% 2,314,864 2.60
and principal shareholders
as a group (11 persons)
* Director
** Unless otherwise indicated in the footnotes below, the Company
has been advised that each person above has sole voting power over
the shares indicated above.
(1) As of May 3, 1997, there were 12,349,040 shares of common
stock outstanding, which figure does not take into
consideration stock purchase warrants owned by certain
officers, directors and principal shareholders, entitling the
holders to purchase an aggregate of 2,314,864 shares of common
stock and which are currently exercisable. Therefore, for
purposes of the table above, as of the date hereof, 14,663,904
shares of common stock are deemed to be issued and outstanding
in accordance with Rule 13d-3 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934,
as amended. Percentage ownership is calculated separately for
each person on the basis of the actual number of outstanding
shares as of May 3, 1997 and assumes the exercise of stock
purchase warrants held by such person (but not by anyone else)
exercisable within sixty days.
(2) Includes 195,800 shares which may be acquired by Mr. Alexander
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.63 per share.
(3) Includes 847,193 shares held in the name of Robert W. and
Geraldine McNamee and 358,633 shares which may be acquired by
Mr. McNamee pursuant to the exercise of stock purchase
warrants exercisable within sixty days at the average exercise
price of $3.31 per share.
(4) Includes 518,362 shares held in the name of Jerry L. and
Barbara D. Phipps and 473,632 shares which may be acquired by
Mr. Phipps pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$2.91 per share.
(5) Includes 377,000 shares which may be acquired by Dr.
diBenedetto pursuant to the exercise of stock purchase
warrants exercisable within sixty days at the average exercise
price of $2.75 per share.
(6) Includes 565,166 shares which may be acquired by Mr. Kiesel
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$2.61 per share, of which 300,000 warrants are held in the
name of Roy, Kiesel & Tucker and 10,000 warrants are held in
the name of Nu Vue Corp.
(7) Includes 350,000 shares held in the name of Diana B.
Sutherland, wife of Edward P. Sutherland and 213,000 shares
which may be acquired by Mr. Sutherland pursuant to the
exercise of stock purchase warrants exercisable within sixty
days at the average exercise price of $1.63 per share.
(8) Includes 57,400 shares which may be acquired by Mr. Frey
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$2.07 per share.
(9) Includes 67,000 shares which may be acquired by Mr. Radle
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.82 per share.
(10) Includes 5,000 shares which may be acquired by Ms. Cooper
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$4.25 per share.
(11) Includes 3,833 shares which may be acquired by Mr. Andrus
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.00 per share.
(12) Includes 2,314,864 shares which may be acquired by the
Company's officers, directors and principal shareholders
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at exercise prices ranging from
$ 1.00 to $4.25 per share.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders at the Meeting,
the Board of Directors has appointed Jones, Jensen & Company
("JJ&C") as independent auditors for the fiscal year ending
December 31, 1997 and until their successors are selected. JJ&C
has served as auditors of the consolidated financial statements of
the Company for since the fiscal year ended December 31, 1992. A
representative of JJ&C will not be present at the Meeting.
The affirmative vote of a majority of the votes cast is
required to approve the appointment of Jones, Jensen & Company as
independent public accountants.
The Board of Directors recommends that the stockholders vote
FOR ratification of the selection of Jones, Jensen & Company,
independent public accountants, to audit the consolidated financial
statements of the Company for the fiscal year ending December 31,
1997.
OTHER MATTERS
The Board of Directors is not aware of any other matter 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 form of proxy to vote in accordance with their
judgment on such matter.
ANNUAL REPORTS TO STOCKHOLDERS
The Company's Annual Report to Stockholders, including
financial statements, for the fiscal year ended December 31, 1996,
accompanies this Proxy Statement.
STOCKHOLDERS' PROPOSAL
It is anticipated that the Company's fiscal 1998 Annual
Meeting of Stockholders will be held on or about May 13, 1998.
Stockholders who intend to present proposal at such Annual Meeting
must submit their proposals to the Secretary of the Company on or
before January 15, 1998.
GENERAL
The costs of soliciting proxies will be paid by the Company.
In addition to the use of the mails, proxies may be personally
solicited by directors, officers or regular employees of the
Company (who will not be compensated separately for their
services), by mail, telephone, telegraph, cable or personal
discussion. The Company will also request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy materials to
the beneficial owners of stock held of record by such persons and
request authority for the execution of proxies. The Company will
reimburse such entities for reasonable out-of-pocket expenses
incurred in handling proxy materials for the beneficial owners of
the Company's Common Stock.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is voted by
delivering to the Secretary of the Company a written notice of
revocation bearing a later date than the proxy, by duly executing
a subsequent proxy relating to the same shares, or by attending the
Meeting and voting in person. Attendance at the Meeting will not
in and of itself constitute revocation of a proxy unless the
stockholder votes their shares of Common Stock in person at the
Meeting. Any notice revoking a proxy should be sent to the
Secretary of the Company, William D. Kiesel, at Medisys
Technologies, Inc., 9624 Brookline Avenue, Baton Rouge, Louisiana
70809.
All shares represented at the Meeting by a proxy will be voted
in accordance with the instructions specified in that proxy.
Proxies received and marked "Abstain" as to any particular
proposal, will be counted in determining a quorum, however, such
proxies will not be counted for the vote on that particular
proposal. A majority of the shares represented at the meeting is
required to ratify any proposal presented. If no instructions are
marked with respect to the matters to be acted upon, each such
proxy will be voted FOR the matter to be voted upon.
Please complete, date, sign and return the accompanying proxy
promptly.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU
TO FILL IN, SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER HOW
LARGE OR SMALL YOUR HOLDINGS MAY BE.
FINANCIAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB,
including any financial statements and schedules and exhibits
thereto, may be obtained without charge by written request to
Medisys Technologies, Inc., 9624 Brookline Avenue, Baton Rouge,
Louisiana 79809.
By Order of the Board of Directors
William D. Kiesel
Secretary
Baton Rouge, Louisiana
April 23, 1997
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Medisys Technologies, Inc.
9624 Brookline Avenue, Baton Rouge, Louisiana 70809
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby appoints Edward P. Sutherland,
President . CEO of Medisys Technologies, Inc., with full power of
substitution, the proxies of the undersigned to attend the annual
meeting of the shareholders of Medisys Technologies, Inc. on May
14, 1997, and any adjournment thereof, and to vote the stock of the
corporation standing in the name of the undersigned.
1. To elect eight directors (refer to attached 10KSB and
Proxy Statement).
FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ]
below (except as marked to to vote for all nominees
the contrary below) listed below
Instructions: To withhold authority to vote for any of the
above listed nominees, please strike a line
through that individual's name:
Gary Alexander Kerry M. Frey
Dr. Tim Andrus William D. Kiesel
Jane Cooper Paul R. Radle, Jr.
Dr. Robert L. diBenedetto Edward P. Sutherland
2. Proposal to Ratify the appointment of Jones, Jensen &
Company as independent auditors for Medisys Technologies,
Inc. for the fiscal year ending December 31, 1997.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
3. On any and all other matters that may properly come
before the meeting
[ ]FOR [ ]AGAINST [ ]ABSTAIN
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. IF NO
SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
Print Name Signature of stockholder
Number of Shares Signature if Held Jointly
Date
Please sign exactly as name appears on the certificate or
certificates representing shares to be voted by this proxy. When
signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If a partnership, please sign in
partnership name by an authorized person.
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