Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MEDISYS TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Utah 72-1216734
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
9624 Brookline Avenue, Baton Rouge, Louisiana 70809
(Address of Principal Executive Offices) (Zip Code)
James F. Wyss Consulting Agreement
(Full title of the plan)
Edward P. Sutherland
9624 Brookline Avenue
Baton Rouge, Louisiana 70809
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price Offering Amount of
to be Registered Registered Per Share Price Registration Fee(1)
Common Stock, par 15,000 $ 1.00 per $ 15,000 $ 4.55
value $.001 Shares Share
TOTAL FEE $ 4.55
(1) Based upon 15,000 shares of common stock granted under the plan covered by
this Registration Statement. The fee with respect to these share has been
calculated pursuant to Rule 457(h) and 457(c) under the Securities Act of
1933, as amended, and based upon the average of the bid and ask prices per
share of the Issuer's common stock on a date within five (5) days prior to
the date of filing this Registration Statement, as reported by the
OTC Bulletin Board.
<PAGE>
Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement by Medisys Technologies, Inc.
(the "Company") and made a part hereof. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing such documents.
(a) The Company's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1996, which contains audited
financial statements for the Company's fiscal year ended
December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's documents referred to in (a) above.
(c) The description of the Company's common stock is
contained in Amendment No. 1 to its Form 10-SB filed pursuant
to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of up-dating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions of the Utah Revised Business
Corporation Act (the "Utah Act"), the Company has the power to
indemnify an individual made a party to a proceeding because they
are or were a director, against liability incurred in the
proceeding, if such individual acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interest
of the Company and, in a criminal proceeding, they had no
reasonable cause to believe their conduct was unlawful.
Indemnification under this provision is limited to reasonable
expenses incurred in connection with the proceeding. The Company
must indemnify a director or officer who is successful, on the
merits of otherwise, in the defense of any proceeding or in defense
of any claim, issue, or matter in the proceeding, to which they are
a party to because they are or were a director of officer of the
Company, against reasonable expenses incurred by them in connection
with the proceeding or claim with respect to which they have been
successful. The Company s Articles of Incorporation empower the
Board of Directors to indemnify its officers, directors, agents, or
employees against any loss or damage sustained when acting in good
faith in the performance of their corporate duties.
The Company may pay for or reimburse reasonable expenses
incurred by a director, officer employee, fiduciary or agent of the
Company who is a party to a proceeding in advance of final
disposition of the proceeding provided the individual furnishes
the Company with a written affirmation that their conduct was in
good faith and in a manner reasonably believed to be in, or not
opposed to, the best interest of the Company, and undertake to
repay the advance if it is ultimately determined that they did not
meet such standard of conduct.
Also pursuant to the Utah Act, a corporation may set forth in
its articles of incorporation, by-laws or by resolution, a
provision eliminating or limiting in certain circumstances,
liability of a director to the corporation or its shareholders for
monetary damages for any action taken or any failure to take action
as a director. This provision does not eliminate or limit the
liability of a director (i) for the amount of a financial benefit
received by a director to which they are not entitled; (ii) an
intentional infliction of harm on the corporation or its
shareholders; (iii) for liability for a violation of Section
16-10a-842 of the Utah Act (relating to the distributions made in
violation of the Utah Act); and (iv) an intentional violation of
criminal law. To date, the Company has not adopted such a
provision in its Articles of Incorporation, By-Laws, or by
resolution. A corporation may not eliminate or limit the liability
of a director for any act or omission occurring prior to the date
when such provision becomes effective. The Utah Act also permits
a corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees, fiduciaries or
agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed with this Registration
Statement:
Exhibit No. Exhibit Name
5.1 Opinion of Leonard E. Neilson, P.C.
23.1 Consent of Jones, Jensen & Company,
Independent Certified Public Accountants.
23.2 Consent of Leonard E. Neilson, P.C. (included
in Exhibit 5.1).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this
Registration Statement:
(i) To include any additional or changed material
information on the plan of distribution;
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration
statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(4) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted
to directors, officers, and controlling persons of the
small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling
person of the small business issuer in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on
this 5th day of September, 1997.
Medisys Technologies, Inc.
(Registrant)
By: /s/ Edward P. Sutherland
(Signature)
EDWARD P. SUTHERLAND, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
President, Chief
Executive Officer
/S/ Edward P. Sutherland and Director September 5, 1997
(Signature)
Edward P. Sutherland
Treasurer and
/S/ Gary E. Alexander Director September 5, 1997
(Signature)
Gary E. Alexander
Vice President, Chief
Operating Officer
/S/ Kerry M. Frey and Director September 5, 1997
(Signature)
Kerry M. Frey
/S/ Paul R. Radle, Jr. Director September 5, 1997
(Signature)
Paul R. Radle, Jr.
Secretary and
/S/ William D. Kiesel Director September 5, 1997
(Signature)
William D. Kiesel
LEONARD E. NEILSON
ATTORNEY AT LAW
1121 East 3900 South, Suite C-200
Salt Lake City, Utah 84124
Phone: (801) 288-2855 Fax: (801) 288-2850
September 5, 1997
Medisys Technologies, Inc.
9624 Brookline Avenue
Baton Rouge, Louisiana 70809
Re: Form S-8 Registration Statement
James F. Wyss Consulting Agreement
S.E.C. File No. 0-21441
To the Board of Directors:
I have acted as counsel to Medisys Technologies, Inc., a Utah
corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), of the Company's registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the
Act of shares of the Company's common stock, $.0005 par value
("Common Stock"), which may be issued under a written agreement for
consulting services (the "Agreement").
In rendering this opinion, I have examined the Registration
Statement as well as a copy of the Company's Articles of
Incorporation and all amendments thereto, By-Laws, minutes of
corporate proceedings, and other corporate documents with respect
to the issuance of the Common Stock. I have been furnished with
originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records")
and I have made such other legal and factual examinations and
inquiries as I have considered necessary as a basis for the
opinions expressed herein. In the examination of the Corporate
Records, I have presumed the authenticity of all signatures which
existed on the Corporate Records and have presumed the veracity and
regularity of all Corporate Records. I have also reviewed such
statutes and judicial precedents as deemed relevant and necessary
as a basis for the opinion hereinafter expressed.
<PAGE>
As to the question of fact material to this opinion letter, I
have relied upon the representations and warranties, certificates
of and conversations and correspondences with, officers and
representatives of the Company. Based upon the foregoing, I am of
the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Utah.
2. The shares of Common Stock subject to the Registration
Statement have been legally and validly authorized under
the Articles of Incorporation and, when issued and sold
in accordance with the terms of the Agreement and the
manner contemplated by the Registration Statement, will
be duly and validly issued and outstanding, fully paid
and nonassessable.
This opinion is limited to the laws of the State of Utah and
the Utah Revised Business Corporation Act and no opinion is
expressed with respect to the laws of any other jurisdiction.
I further consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without the prior written consent
of the undersigned. This opinion is based on my knowledge of the
law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my
attention hereafter.
Yours truly,
/S/ Leonard E. Neilson
Leonard E. Neilson
:ae
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
September 3, 1997
Medisys Technologies, Inc.
Baton Rouge, Louisiana
We hereby consent to the use of our audit report dated February 26,
1997 with respect to the consolidated financial statements as of
and for the periods ended December 31, 1996 in the Form S-8
registration statement of Medisys Technologies, Inc.
Jones, Jensen & Company
