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
Section 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] 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: 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: -0-
[ ] 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>
MEDISYS TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1998
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 13, 1998, at 2:30
p.m. local time, at the Shoney s Inn & Suites located at 9919 Gwen
Adelle Drive, Baton Rouge, Louisiana, for the following purposes.
1. To elect 7 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, 1998; 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
8, 1998 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 27, 1998
<PAGE>
MEDISYS TECHNOLOGIES, INC.
9624 Brookline Avenue
Baton Rouge, LA 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 13, 1998 at 2:30
p.m. local time at the Shoney s Inn & Suites located at 9919
Gwen Adelle Drive, 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 anytime 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 30, 1998, accompanied by the Company s Annual
Report to Stockholders for the fiscal year ended December 31,
1997.
Only stockholders of record at the close of business on
May 8, 1998 are entitled to notice of and to vote at the
Meeting. At the record date, there were 13,120,810 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 on
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
seven.
At the Meeting, seven 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 of
the votes cast is required to approve the election of each
director.
The following persons, all of which are incumbent
directors are being nominated for election to the Company s
Board of Directors:
Nominee for Election to the Office of Director
at the 1998 Annual Meeting
Nominee Age Director Since Position
Edward P. Sutherland 51 1992 Chairman and Chief
Executive Officer
Gary E. Alexander 53 1992 V.P., Chief
Technology Officer,
Treasurer and
Director
Kerry M. Frey 52 1994 President, Chief
Operating Officer
and Director
William D. Kiesel 53 1992 Corporate Secretary
and Director
Dr. Timothy Andrus 48 1996 Director
Jane Cooper 43 1996 Director
Dr. Robert L.
diBenedetto 70 1992 Director
BUSINESS EXPERIENCE OF DIRECTORS AND NOMINEES
EDWARD P. SUTHERLAND is the Chairman/CEO 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 the Food and Drug
Administration (FDA) and the Securities and Exchange
Commission (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 Technology
Officer, Treasurer 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 eight years
devoting himself to invention, research, and developing of
products for ultimate commercialization. His broad based
career successes 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, President and Chief Operating Officer has
over 22 years of 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 and a
start-up minority distributor.
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 became a Director of the Company in
November, 1996. He received his Doctorate of Medicine from
the Louisiana State University Medical School in New Orleans
in 1975 and completed his residency in Obstetrics and
Gynecology there in 1979. He is Board Certified in Obstetrics
and Gynecology and has been in private practice for 16 years
in Baton Rouge, La. Dr. Andrus served as Associate Medical
Director of Gulf South Health Plans HMO for five years. He
was Chief of Staff of Woman s Hospital in Baton Rouge in 1991,
and currently serves on the Board of Directors of Woman s
Hospital, the largest freestanding women s specialty hospital
in the United States. Dr. Andrus received an MBA from
Louisiana State University in Baton Rouge.
JANE COOPER is a Director of the Company. Ms. Cooper
became a director in May 1996. Ms. Cooper was 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.
She is now self employed as a national managed care
consultant. 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 warrant 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 and Exchange 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 ending December 31,
1997, there were eleven meetings of the Board of Directors.
Attendance at the meetings averaged 87% in 1997, and each
member of the Board of Directors attended 65% or more of the
aggregate number of meetings of the Board of Directors 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 days 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, 1995,
1996, and 1997 to the Company s Chief Executive Officer, Chief
Technology Officer, and Chief Operating Officer.
<PAGE>
Summary Compensation Table
Name and Other All Other
Principal Year Salary Bonus Annual Compensation(1)(2)
Position
Edward P. 1995 $ 118,156 $ -0- $ -0- $ -0-
Sutherland, 1996 150,000 -0- -0- 33,315
C.E.O. 1997 56,621 -0- -0- 17,930
Gary Alexander, 1995 116,526 -0- -0- -0-
C.T.O. 1996 108,000 -0- -0- 34,257
1997 43,771 -0- -0- 17,865
Kerry M. Frey, 1995 -0- -0- -0- 53,000
President and 1996 144,000 -0- -0- 45,553
C.O.O. 1997 52,750 -0- -0- 19,644
________________________
(1) 1997 Other Compensation includes amounts paid in 1997 that relate to
deferred salary accruals from prior years as follows: $17,930 for
Mr. Sutherland; $17,865 for Mr. Alexander; and $19,644 for Mr.
Frey. As of December 31, 1997 the Company has accrued salaries
and directors fees of $290,307 as disclosed in Note 3 to the
Consolidated Financial Statements.
(2) In addition to not being paid $290,306.61 in salary (accruals), in
1997 and 1998 the executive officers paid the following sums into
the Company through loans in a private placement offering:
Edward P. Sutherland, $33,000; Kerry M. Frey, $25,000; and, Gary
Alelxander, $20,000.
<PAGE>
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 expired on December
31, 1997. Any additional compensation to these employees was
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. No payments on
these employment agreements have been made since April of
1997, yet the officers have voluntarily continued to serve,
accruing their salaries.
Section 16(a) Beneficial Ownership Reporting Compliance
Each of the Company s officers and directors is 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 have not filed on a timely basis
and will be submitted to the Securities and Exchange
Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICAIL OWNERS AND
MANAGEMENT
The following table sets forth information, to the best
knowledge of the Company, as of December 31, 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 Owned Exercise
Price
Gary E. Alexander *
9624 Brookline Avenue
Baton Rouge, LA 70809 1,367,201(2) 8 % 205,800 $1.61
Robert McNamee
1398 Oakley Drive
Baton Rouge, LA 70806 1,205,826(3) 7 % 358,633 3.31
Jerry Phipps
7530 Old Sturbridge Ln.
Baton Rouge, LA 70806 1,215,826(4) 7 % 473,632 2.91
Robert L. diBenedetto *
781 Colonial Drive
Baton Rouge, La 70806 961,480(5) 5 % 407,000 2.64
William D. Kiesel *
2355 Drusilla Lane
Baton Rouge, LA 70809 1,295,563(6) 7 % 655,166 2.42
Edward P. Sutherland *
9624 Brookline Avenue
Baton Rouge, LA 70809 955,756(7) 6 % 243,000 1.58
Kerry Frey *
9624 Brookline Avenue
Baton Rouge, LA 70809 661,138(8) 4 % 87,400 1.79
Jane Cooper *
9624 Brookline Avenue
Baton Rouge, LA 70809 10,100(9) .01% 5,000 4.25
Timothy Andrus *
9624 Brookline Avenue
Baton Rouge, LA 70809 60,982(10) .03% 44,982 1.14
Directors and officers
as a group (7 persons) 7,773,872(11) 44% 2,480,613 2.49
* 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 December 31, 1997, there were 13,120,810 shares of
common stock outstanding, which figure does not take into
consideration stock purchase warrants owned by certain
officers, directors and shareholders, entitling the holders
to purchase an aggregate of 4,564,206 shares of common stock
and which are currently exercisable. Therefore, for purposes
of the table above, as of the date hereof, 17,685,016 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 December 31, 1997 and assumes the exercise of
stock purchase warrants held by such person (but not by anyone
else) exercisable within sixty days.
(2) Includes 205,800 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
$1.61 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 407,000 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 $2.64 per share.
(6) Includes 655,166 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
$2.42 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 349,600 shares held in the name of Diana B.
Sutherland, wife of Edward P. Sutherland and 243,000 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 $1.58 per share.
(8) Includes 87,400 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
$1.79 per share.
(9) 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.
(10) Includes 44,982 shares which may be acquired by Dr. Andrus
pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.14 per share.
(11) Includes 2,480,613 shares which may be acquired by the
Company's officers and directors 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, 1998 and until their successors are
selected. JJ&C has served as auditors of the consolidated
financial statements of the Company 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 ended December 31, 1998.
OTHER MATTERS
The Board of Directors 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
person named in the enclosed form of proxy to vote in
accordance with their judgment on such matter.
<PAGE>
ANNUAL REPORTS TO STOCKHOLDERS
The Company s Annual Report to Stockholders, including
financial statements for the fiscal year ended December 31,
1997 is available upon request through the Corporate Office.
STOCKHOLDERS PROPOSAL
It is anticipated that the Company s fiscal 1998 Annual
Meeting of Stockholders will be held on or about May 12, 1999.
Stockholders who intend to present proposals at such Annual
Meeting must submit their proposals to the Secretary of the
Company on or before January 5, 1999.
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 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 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 COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING
PROXY, NO MATTER HOW LARGE OR SMALL YOUR HOLDING 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, is attached as part of this Proxy Statement.
By Order of the Board of
Directors
William D. Kiesel
Secretary
Baton Rouge, Louisiana
April 27, 1998
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby constitutes and appoints Edward P.
Sutherland, Chairman/CEO of Medisys Technologies, Inc., with
power of substitution, the proxies of the undersigned to
attend the annual meeting of the shareholders of Medisys
Technologies, Inc. on May 13, 1998, and any adjournment
thereof, and to vote the stock of the corporation standing in
the name of the undersigned.
1. To elect seven directors:
FOR ( ) WITHHOLD AUTHORITY ( )
all nominees listed below to vote for all nominees
listed below
(except as marked to the
contrary below)
Instructions: To withhold authority to vote for any
individual nominee, strike a line
through the nominee's name in the list below:
Gary Alexander Kerry M. Frey
Dr. Tim Andrus William D. Kiesel
Jane Cooper Edward P. Sutherland
Dr. Robert L. diBenedetto
2. Proposal to Ratify the appointment of Jones, Jensen, &
Company as the independent auditors for Medisys
Technologies, Inc. for the fiscal year ending December
31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. On any and all other matters that may properly come
before the meeting.
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 titles as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in
partnership name by authorized persons.
