UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (date of earliest event reported): October 1, 1998
MEDISYS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
UTAH 0-21441 72-1216734
State or Other (Commission (IRS Employer
Jurisdiction) File Number) Identification Number)
144 Napoleon Street, Baton Rouge, Louisiana 70802
(Address of Principal Executive Offices and Principal Place of
Business)
9624 Brookline Avenue, Baton Rouge, Louisiana, 70809
(Former Address, If Changed since Last Report)
Registrant's Telephone Number, Including Area Code: (225) 343-8022
<PAGE>
FORM 8-K
Item 2. Acquisition or Disposition of Assets.
On October 1, 1998 Medisys Technologies, Inc. (the "Company")
entered into a Letter of Intent with Phillips Pharmatec Labs, Inc.,
a Florida corporation ("PPL"), related to the intended acquisition
by the Company of one hundred percent (100%) of the issued and
outstanding shares of capital stock of PPL. In reliance upon and
pursuant to the basic terms of the Letter of Intent, the Company
and PPL intend to execute an Acquisition and Share Exchange
Agreement (the "Agreement") whereby PPL will assign all title and
interest and obligations in that business to Medisys in exchange
for Medisys common stock equal to 50% of the outstanding shares of
Medisys Technologies, Inc. The Agreement will simultaneously
provide for the purchase of all the issued and outstanding capital
stock of PPL from Brett Phillips, Marilyn Morris, Carl Anderson and
Ronnie Anderson.
The acquisition is contingent upon raising between $3,000,000
and $5,000,000 in primary funding and upon acquiring interim
financing of approximately $200,000. In order to secure the cash
required as interim funding, the Company intends to complete a
private placement of stock. As of the date hereof, the Company has
not entered into any firm agreement or understanding for the
raising of capital from any public or private source.
Phillips Pharmatech Labs, Inc., (PPL) was founded in December,
1994, by Brett Phillips and two other major stockholders. PPL is
currently organized as a subchapter S corporation in the State of
Florida and is located in Largo, Florida. The prime goal of PPL is
the manufacturing, forming, and packaging of over-the-counter
health and dietary products for other companies to distribute and
sell under private labels. Major product types are vitamins,
mineral supplements, herbal therapy, and diet aids. PPL acts as a
contract manufacturer with the expanded capability of manufacturing
and/or assembling product lines consistent with the types of
products developed by Medisys. This acquisition will offer Medisys
production packaging, labeling and shipping capabilities for
medical devices as well as PPL nutritional products.
PPL had approximately $3,800,000 in revenues in calendar 1996
with net income of $66,000. Revenues for calendar year 1997 were
$3,653,290 with a net income of $17,212.
Item 7. Financial Statements and Exhibits.
Financial statements required under this Item 7 will be filed
upon completion but no later than sixty (60) days from the date
this report is filed as provided in Item 7(a)(4).
(c) Exhibits included herewith:
Exhibit 2.1 Letter of Intent
Exhibit 2.2 Acquisition and Share Exchange Agreement
(Draft)
Exhibit 99.1 Letter of Auditability
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MEDISYS TECHNOLOGIES, INC.
Date: October 15, 1998 By: /S/ Kerry M. Frey
(Signature)
KERRY M. FREY, President and
Chief Operating Officer
Letter of Intent to Merge Companies
This letter of intent is signed this 1st day of October, 1998
by and between Medisys Technologies, Inc., a publicly traded
company duly incorporated under the laws of the State of Utah and
doing business in the State of Louisiana and New Jersey, and
Phillips Pharmatec Labs, Inc., a private and closely held
corporation, duly incorporated under the laws of the State of
Florida wherein it conducts its principal business operations.
The purpose of this letter is to express the intention of the
above parties to conclude an agreement of merger and/or acquisition
whereby Phillips Pharmatec will become a division of and be owned
and operated under the name and public umbrella of Medisys
Technologies, subject to the following mutually agreed upon terms
and conditions which are subject to future modification based on
the continuing due diligence of the respective parties:
Medisys will obtain a financing of between $3million and $5million dollars.
The companies will be equally valued for the purposes of this transaction.
The funds will be divided in equal shares between the two divisions of the
Company, which are contemplated to be "the medical products division" and the
"contract manufacturing division".
Each division of the Company will have the same number of representatives
on the Board of Directors which is contemplated to consist of at least 9
members, including 3 from each division of the Company and 3 fully
independent directors.
Each division of the Company will maintain its own independent management
team, with oversight by the Board of Directors.
Medisys and Pharmatec will each bear their own costs of the
merger/acquisition.
All corporate debt will be converted to equity at financing under the same
terms and conditions of the financing
All terms are contingent on funding within 90 days of this agreement.
By:_____________________________ By:________________________________
Brett J. Phillips, President Kerry M. Frey, President/COO
For: Phillips Pharmatec Labs, Inc. For: Medisys Technologies, Inc.
DRAFT
ACQUISITION AND SHARE EXCHANGE AGREEMENT
THIS ACQUISITION AGREEMENT (hereinafter the "Agreement") is
made and entered into as of the 20th day of October, 1998, by and
among MEDISYS TECHNOLOGIES, INC., a Utah corporation (hereinafter
"MEDISYS"); PHILLIPS PHARMATEC LABS, INC., a Florida corporation
(hereinafter "PHILLIPS"); and the individual shareholders of
PHILLIPS as set forth on the signature page herein (collectively
referred to as "SHAREHOLDERS" and individually as "SHAREHOLDER").
RECITALS
WHEREAS, MEDISYS desires to acquire all of the issued and
outstanding shares of Phillips common stock in exchange for shares
of authorized but previously unissued Medisys common stock, par
value One Twentieth of a Cent ($.0005) per share (the "Medisys
Common Stock"), in an amount to be determined as set forth herein;
WHEREAS, SHAREHOLDERS desire to exchange all of their shares
of Phillips common stock for shares of Medisys Common Stock and
other consideration; and
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the
parties hereby agree as follows:
ARTICLE I
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1 Acquisition and Plan of Reorganization.
The parties hereby agree that Medisys shall acquire
all of the issued and outstanding shares of Phillips, in
exchange for the number of shares of authorized but
previously unissued shares of Medisys Common Stock, par
value $.0005 per share, equal to 50% of the total number
of shares of Medisys Common Stock issued and outstanding
upon the closing of this agreement and including all
shares to be issued hereunder.
Section 1.2 Issuance of Shares.
(a) Upon the closing of this Agreement, Medisys shall
cause to be issued and delivered to SHAREHOLDERS or
their designees, stock certificates representing the
required number of shares of Medisys common stock
(post-split as per Section 1.4 below).
(b) The shares of Medisys Common Stock to be issued to
SHAREHOLDERS hereunder shall be authorized but
previously unissued shares of Medisys common stock,
and shall be issued to SHAREHOLDERS or their designees
in the respective amounts set forth adjacent to each
SHAREHOLDER'S name on the signature page hereof.
(c) All shares of Medisys Common Stock to be issued
hereunder are deemed "restricted securities" as
defined by Rule 144 of the Securities Act of 1933 (the
1933 Act"), and SHAREHOLDERS or their designees shall
represent that they are acquiring said shares for
investment purposes only and without the intent to
make a further distribution of the shares. All shares
of Medisys Common Stock to be issued to SHAREHOLDERS
or their designees under the terms of this Agreement
shall be issued pursuant to an exemption from the
registration requirements of the 1933 Act, under
Section 4(2) of the 1933 Act and the rules and
regulations promulgated thereunder.
Section 1.3 Closing.
The closing of this Agreement and the transactions
contemplated hereby (the "Closing") shall take place on
the ____ day of __________, 19____ (the "Closing Date"),
at a time and place to be mutually agreed upon by the
parties hereto, and shall be subject to the provisions of
Article X of this Agreement. At the closing:
(a) SHAREHOLDERS shall deliver to Medisys all stock
certificates representing all of the issued and
outstanding shares of Phillips common stock, duly
endorsed, so as to make Medisys the sole holder
thereof, free and clear of all claims and
encumbrances;
(b) MEDISYS shall deliver to SHAREHOLDERS or their
designees, stock certificates representing the
aggregate number shares of Medisys common stock
required by this Agreement and which certificates
shall bear a standard restrictive legend in the form
customarily used with restricted securities;
(c) MEDISYS shall deliver an Officer's Certificate as
described in Section 9.1 and 9.2 hereof, dated the
Closing Date, that all representations, warranties,
covenants and conditions set forth herein by Medisys
are true and correct as of, or have been fully
performed and complied with by, the Closing Date; and
(d) Phillips shall deliver an Officer's Certificate as
described in Sections 8.1 and 8.2 hereof, date the
Closing Date, that all representations, warranties,
covenants and conditions set forth herein by Phillips
are true and correct as of, or have been fully
performed and complied with by, the Closing Date;
Section 1.4 Medisys Special Meeting of Shareholders.
In anticipation of this Agreement and prior to the
Closing Date, Medisys shall have taken all necessary and
requisite action to call for a Special Meeting of
Shareholders to be held on or before November 19, 1998,
in order to transact the following business:
(a) To ratify this Agreement and all transactions
contemplated hereby;
(b) To ratify the proposal whereby the current issued
and outstanding shares of Medisys common stock will be
reverse split on a one (1) share for five (5) shares
basis;
Section 1.5 Consummation of Transaction.
If at the Closing, no condition exists which would
permit any of the parties to terminate this Agreement, or
a condition then exists and the party entitled to
terminate because of that condition elects not to do so,
then the transactions herein contemplated shall be
consummated upon such date, and then and thereupon,
Medisys will file the necessary documents that may be
required by the State of Utah.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF MEDISYS
MEDISYS hereby represents, warrants and agrees that:
Section 2.1 Organization of Medisys.
Medisys is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Utah, is duly qualified and in good standing as a
foreign corporation in every jurisdiction in which such
qualification is necessary, and has the corporate power
and authority to own its properties and assets and to
transact the business in which it is engaged. There are
no corporations or other entities with respect to which
(i) Medisys owns any of the outstanding stock or other
interest except with respect to the outstanding agreement
to form a private company owned 50% by Medisys for the
future development of "SofCeps" birth assistance
device, or (ii) Medisys may be deemed to be in control
because of factors or relationships other that the
quantity of stock or other interest owned. Medisys has
all requisite corporate power and authority to execute
and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement is the
legal, valid and binding obligation of Medisys,
enforceable against Medisys in accordance with its
respective terms except to the extent that such
enforcement may be limited by applicable bankruptcy,
insolvency and other similar laws affecting creditors'
rights generally.
Section 2.2 Capitalization of Medisys.
The authorized capital stock of Medisys consists of
100,000,000 shares of common stock, par value One
Twentieth of a Cent ($.0005) per share, of which ________
shares are presently issued and outstanding. Immediately
following the proposed one share for five shares reverse
stock split, there will be approximately _________ shares
of common stock outstanding prior to the issuance of
shares to shareholders as contemplated herein. All
issued and outstanding shares of Medisys common stock
have been duly authorized and validly issued and are
fully paid and non-assessable. There are certain
options, warrants, rights, calls, commitments or
agreements which obligate Medisys to issue shares of its
capital stock and security representing the right to
purchase or otherwise receive any such stock which have
been fully disclosed to Phillips and which Phillips
hereby acknowledges and accepts are not included in the
calculation of the 50% number of shares to be issued at
closing. However, in addition to the Shares to be issued
hereunder, Medisys agrees to issue to SHAREHOLDERS
collectively, as designated, warrants and/or options
equal in number, exercise price, terms and exercise date
as are duly exercisable and outstanding on the date of
closing. Shares of Medisys common stock to be issued
pursuant to this Agreement, when so issued, will be duly
authorized, validly issued, fully paid and non-
assessable.
Section 2.3 Charter Documents.
Complete and correct copies of the Articles of
Incorporation and By-Laws of Medisys and all amendments
thereto, have been or will be delivered upon request to
Phillips prior to the Closing, and certified copies of
the Phillips Articles of Incorporation and By-Laws are
annexed hereto as Exhibit 2.3 and by this reference made
a part hereof.
Section 2.4 Financial Statements.
Medisys's financial statements dated _______ __,
19__, for the period ending _________ __, 19___ a copy of
which is annexed hereto as Exhibit 2.4 and by this
reference made a part hereof, are true and complete in
all material respects, having been prepared in accordance
with generally accepted accounting principles applied on
a consistent basis for the periods covered by such
statements, and fairly present, in accordance with
generally accepted accounting principles, the financial
condition of Medisys, and results of its operations for
the periods covered thereby. Except as otherwise
disclosed to Phillips in writing and as set forth herein,
there has been no material adverse change in the business
operations, assets, properties, prospects or condition
(financial or otherwise) of Medisys taken as a whole from
that reflected in the financial statements referred to in
this Section 2.4, or which Phillips based its decision to
enter into this Agreement.
Section 2.5 Absence of Certain Changes or Events.
Since the date of the Medisys financial report for
the period ending ___________ __, 19__ and except as
disclosed otherwise or by addendum and except in the
normal cause of business, Medisys has not (i) issued or
sold any promissory note, stock, bond, option or other
corporate security of which it was an issuer or other
obligor, (ii) discharged or satisfied any lien or
encumbrance or paid any obligation or liability, absolute
or contingent, direct or indirect, (iii) incurred or
suffered to be incurred any liability or obligation
whatsoever, (iv) caused or permitted any lien,
encumbrance or security interest to be created or arise
on or in any of its properties or assets, (v) declared or
made any dividend, payment or distribution to stock
holders or purchased or redeemed or agreed to purchase or
redeem any shares of its capital stock, (vi) reclassified
its shares of capital stock, or (vii) entered into any
agreement or transaction except in connection with the
execution and performance of this Agreement.
Section 2.6 Assets and Liabilities.
Medisys has good and marketable title to all of its
assets and property, free and clear of any and all liens,
claims and encumbrances, except as may be otherwise
explicitly set forth herein. As of date hereof, Medisys
does not have any debts, liabilities or obligations of
any nature, whether accrued, absolute, contingent, or
otherwise, whether due or to become due, that are not
fully reflected in the Medisys Balance Sheet date
_________ __, 19__, except as may be explicitly set forth
herein.
Section 2.7. Tax Returns and Payments.
All of Medisys's tax returns (federal, state, city,
county or foreign) which are required by law to be filed
on or before the date of this Agreement, have been or
will be duly filed or extended with the appropriate
governmental authority. Medisys has paid all taxes to be
due on said returns, any assessments made against Medisys
and all other taxes, fees and similar charges imposed on
Medisys by any governmental authority (other than those,
the amount or validity of which is being contested in
good faith by appropriate proceedings). No tax liens
have been filed and no claims are being assessed with
respect to any such taxes, fees or other similar charges.
Section 2.8 Contracts.
Medisys is not a party to or bound by any contract
or commitment, whether written or oral, except as
otherwise disclosed herein or which have been previously
disclosed as requested by Phillips.
Section 2.9 Required Authorizations.
There have been or will be timely filed, given
obtained or taken, all applications, notices, consents,
approvals, orders, registrations, qualifications waivers
or other actions of any kind required by virtue of
execution and delivery of this Agreement by Medisys or
the consummation by it of the transactions contemplated
hereby.
Section 2.10 Compliance with Law and Government Regulations.
Medisys is in compliance with and is not in
violation of, applicable federal, state, local or foreign
statutes, laws and regulations (including without
limitation, any applicable building, zoning or other law,
ordinance or regulation) affecting its properties or the
operation of its business.
Section 2.11 Litigation.
There is no litigation, arbitration, proceeding or
investigation pending or threatened to which Medisys is
a party or which may result in any material change in the
business or condition, financial or otherwise, of Medisys
or in any of its properties or assets, or which might
result in any liability on the part of Medisys, or which
questions the validity of this Agreement or of any action
taken or to be taken pursuant to or in connection with
the provisions of this Agreement, and to the best
knowledge of Medisys, there is no basis for any such
litigation, arbitration, proceeding or investigation.
Section 2.12 Investigation of Financial Condition.
In addition to making available for review by
Phillips all financial statements, books and records of
Medisys, and without in any manner reducing or otherwise
mitigating the representations contained herein, Phillips
shall have the opportunity to meet with Medisys's
accountants and attorneys to discuss the financial
condition of Medisys and to make whatever further
independent investigation deemed necessary and prudent.
Section 2.13 Trade Names and Rights.
Medisys owns and uses trade marks, service marks,
trade names and patents in its business. No other person
owns any trade mark, trade mark registration or
application, service mark, trade name, copyright, or
copyright registration or application, the use of which
is necessary or contemplated in connection with the
operation of Medisys's business.
Section 2.14 Governmental Consent.
No consent, approval, authorization or order of, or
registration, qualification, designation, declaration or
filing with, any governmental authority on the part of
Medisys is required in connection with the execution and
delivery of this Agreement or the carrying out of any
transactions contemplated hereby.
Section 2.15 Authority.
Medisys and its shareholders have, or prior to the
closing will have, approved this Agreement and the
transactions contemplated hereby and duly authorized the
execution and delivery hereof. Medisys has full power,
authority and legal rights to enter into this Agreement
and to consummate the transactions contemplated hereby,
and all corporate action necessary to authorize the
execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has
been duly and validly taken. The execution and delivery
of this Agreement, the consummation of the transactions
contemplated hereby and compliance by Medisys with the
provisions hereof will not (a) conflict with or result in
a breach of any provisions of, or constitute a default
(or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the
creation of any lien, security interest, charge or
encumbrance upon any of the properties or assets of
Medisys under, any of the terms, conditions or provisions
of the Articles of Incorporation or By-Laws of Medisys,
or any note, bond, mortgage, indenture, license, lease,
agreement or any instrument or obligation to which
Medisys is party or by which it is bound; or (b) violate
any order, writ, injunction, decree, statute, rule or
regulation applicable to Medisys or any of its properties
or assets.
Section 2.16 Full Disclosure.
None of the representations and warranties made by
Medisys herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by Medisys, on
its behalf pursuant hereto, contains or will contain any
untrue statement of material fact, or omits any material
fact, the omission of which would be misleading.
ARTICLE III
COVENANTS OF MEDISYS
Section 3.1 Conduct Prior to the Closing.
Between the date hereof and the Closing:
(a) Except within the regular course of business and for
those transactions contemplated by this Agreement,
Medisys will not enter into any material agreement,
contract or commitment, whether written or oral, or
engage in any material transaction, without the
consent of Phillips.
(b) Medisys will not declare any dividends or
distribution with respect to its capital stock or
amend its Articles of Incorporation or By-Law, without
the prior consent of Phillips;
(c) Medisys will not authorize, issue, sell, purchase or
redeem any shares of its capital stock without the
prior written consent of Phillips;
(d) Medisys will comply with all requirements which
federal or state law may impose on it with respect to
this Agreement and the transactions contemplated
hereby, and will promptly cooperate with and furnish
information to Phillips in connection with any such
requirements imposed upon the parties hereto in
connection therewith;
(e) Except within the regular cause of business, Medisys
will not incur any indebtedness for money borrowed, or
issue or sell any debt securities, incur or suffer to
be incurred any liability or obligation of any nature
whatsoever, or cause or permit any lien, encumbrance
or security interest to be created or arise on or in
any of its properties or assets, acquire or dispose of
fixed assets, change employment terms, enter into any
material or long-term contract, guarantee obligations
of any third party, settle or discharge any balance
sheet receivable for less than its stated amount to
enter into any other transaction other than in the
regular course of business, except to comply with the
terms of this Agreement, without the consent of
Phillips;
(f) Medisys shall grant to Phillips and its counsel,
accountants and other representatives, full access
during normal business hours during the period prior
to the Closing to all its respective properties,
books, contracts, commitments and records and, during
such period, furnish promptly to Phillips and such
representatives all information relating to Medisys as
Phillips may reasonably request; and
(g) Except for the transactions contemplated by this
Agreement, Medisys will conduct its business in the
normal course, and shall not sell, pledge or assign
its assets without the prior written consent of
Phillips.
Section 3.2 Affirmative Covenants.
Prior to Closing, Medisys will do the following:
(a) Use its best efforts to accomplish all actions
necessary to consummate this Agreement, including
satisfaction of all the conditions contained in this
Agreement;
(b) Promptly notify Phillips in writing of any material
adverse change in the financial condition, business,
operations or key personnel of Medisys, any breach of
its representations or warranties contained herein,
and any material contract, agreement, license or other
agreement which, if in effect on the date of this
Agreement, should have been included in this Agreement
or in an exhibit annexed hereto and made a part
hereof;
(c) Obtain approval of this Agreement from its
shareholders, if such action is required;
(d) Reverse split, and promptly after the Closing, issue
and deliver to Phillips or its designees the number of
shares of Medisys Common Stock required hereunder;
(e) Enter into and obtain a minimum of 2 year employment
contract from Kerry M. Frey and Edward P. Sutherland
for the continued running of the company's affairs;
and
(f) Take all other necessary corporate actions to
accomplish those items set forth in Section 1.4
hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PHILLIPS AND SHAREHOLDERS
PHILLIPS (and SHAREHOLDERS, but only insofar as they may have
personal knowledge because of their capacity as Corporate Officers
and/or Directors or because a particular provision is personal to
each SHAREHOLDER) hereby represent, warrant and agrees, that:
Section 4.1 Organization of Phillips.
Phillips is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Florida and is duly qualified and in good standing in
every jurisdiction in which such qualification is
necessary. Unless otherwise set forth in the Phillips
Business Plan, its financial statements, or as otherwise
set forth in Exhibit 4.1 annexed hereto, there are no
corporations or other entities with respect to which (i)
Phillips owns any of the outstanding stock or other
interest, or (ii) Phillips may be deemed to be in control
because of factors or relationships other than the
percentage of outstanding stock or other interest owned
in such entity. Phillips has all requisite corporate
power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.
Section 4.2. Charter Documents.
Complete and correct copies of the Articles of
Incorporation and By-Laws of Phillips and all amendments
thereto, have been or will be delivered to Medisys prior
to the Closing.
Section 4.3 Financial Statements/Assets and Liabilities.
Phillips's financial statements for the period ended
___________, a copy of which is annexed hereto as Exhibit
4.3 and by this reference made a part hereof, are true
and complete in all material respects, having been
prepared in accordance with generally accepted accounting
principles applied on a consistent basis for the periods
covered by such statements, and fairly present the
financial condition of Phillips and results of its
operations for the periods covered thereby. Phillips has
good and marketable title to all of its assets and
property to be acquired by Medisys by way of Shareholders
lending all of their outstanding shares of common stock
to Medisys hereunder, except assets sold in the ordinary
course of business, free and clear of any and all
mortgages, pledge, liens, charges, claims, security
interests, encumbrances or restrictions, except as may be
otherwise set forth herein or in its financial
statements. Except as otherwise disclosed to Medisys in
writing and as set forth herein and in Exhibit 4.3, and
other than according to the ordinary and usual course of
Phillip's business, consistent with practice (a) Phillips
has engaged only in its routine daily business since the
date of its financial statements, and (b) there has not
been any material adverse change in the business
operations, assets, properties, prospects or condition
(financial or otherwise) of Phillips taken as a whole,
from that reflected in the financial statements referred
to in this Section 4.3. Any material undisclosed
obligation or liability of Phillips will be assumed by
Phillips and Shareholders. All buildings, property and
equipment of Phillips are in good condition and repair,
reasonable wear and tear excepted. Phillips has not
been, to the knowledge of any officer of Phillips,
threatened with any action or proceeding under any
building or zoning ordinance, regulation or law.
Section 4.4 Tax Returns and Payments.
All of Phillips's tax returns (federal, state, city,
county or foreign) which are required by law to be filed
on or before the date of this Agreement, have been duly
filed or extended with the appropriate governmental
authority. Phillips has paid all taxes to be due on said
returns, any assessments made against Phillips and all
other taxes, fees and similar charges imposed on Phillips
by any governmental authority (other than those, the
amount or validity of which is being contested in good
faith by appropriate proceedings). No tax liens have
been filed and no claims are being assessed with respect
to any such taxes, fees or other similar charges.
Section 4.5 Required Authorizations.
There have been or will be timely filed, given,
obtained or taken, all applications, notices, consents,
approvals, orders, registrations, qualifications waivers
or other actions of any kind required by virtue of
execution and delivery of this Agreement by Phillips or
the consummation by it of the transactions contemplated
hereby.
Section 4.6 Compliance with Law and Government Regulations.
Phillips, is in compliance with all applicable
statutes, regulations, decrees, orders, restrictions,
guidelines and standards, whether mandatory or voluntary,
affecting its properties and operations, imposed by the
United States of America, and any state or foreign county
or government to which Phillips is subject.
Section 4.7 Litigation.
There is no litigation, arbitration, proceeding or
investigation pending or threatened to which Phillips is
a party or which may result in any material change in the
business or condition, financial or otherwise, of
Phillips or in any of its properties or assets, or which
might result in any liability on the part of Phillips, or
which questions and validity of this Agreement or of any
action taken or to be taken pursuant to or in connection
with the provisions of this Agreement, and to the best
knowledge of Phillips, there is no basis for any such
litigation, arbitration, proceeding or investigation.
Section 4.8 Investigation of Financial Condition.
In addition to making available for review by
Medisys certain corporate documents, books and records of
Phillips, and without in any manner reducing or otherwise
mitigating the representations contained herein, Medisys
shall have the opportunity to meet with Phillips's
accountants and attorneys to discuss the financial
condition of Phillips and to make whatever further
independent investigation reasonably deemed necessary and
prudent.
Section 4.9. Trade Names and Rights.
If applicable, Exhibit 4.9 annexed hereto and by
this reference made a part hereof, contains a complete
list of all trademarks, service marks, trademark and
service mark registrations, applications and licenses
with respect to the foregoing owned or held by Phillips.
Phillips has no knowledge of any facts and nothing has
come to its attention that would lead it to believe that
is has infringed or misappropriated or is infringing upon
any trademark, copyright, patent or other similar right
of any person. No claim relating thereto is pending or
to the knowledge of Phillips is threatened.
Section 4.10 Employee Benefit Plans.
Phillips represents that unless otherwise act forth
by an exhibit annexed hereto as Exhibit 4.10, there are
not now nor have there ever been any bonus, deferred
compensation, incentive compensation, stock purchase,
stock option, severance or termination pay,
hospitalization or other medical, life or other
insurance, supplemental unemployment benefits, profit-
sharing, pension, or retirement plan, program agreement
or arrangement, other employee benefit plan, program,
agreement or arrangement (other than arrangements
involving the payment of wages), sponsored, maintained or
contributed to or required to be contributed to by
Phillips or any of its subsidiaries or by any trade or
business, whether or not incorporated (an "ERISA
Affiliate") that together with Phillips or any of its
subsidiaries would be deemed a "single employer" within
the meaning of Section 4 1 (a) (14) of the Employee
Retirement Income Security Act of 1974, as amended, and
the rules and regulations promulgated thereunder
("ERISA"), for the benefit of any current or former
employee, director or officer of Phillips or any of its
subsidiaries or any ERISA Affiliate whether formal or
informal and whether legally binding or not with respect
to which Phillips or any of its subsidiaries or any ERISA
Affiliate has or may in the future have any liability or
obligation to contribute or make payments or any kind.
Section 4.11 Environmental Matters.
There are no actions, proceedings or investigations
pending or, to the actual knowledge of Phillips,
threatened before any federal or state environmental
regulatory body, or before any federal or state court,
alleging noncompliance by Phillips with the Comprehensive
Environmental Response, Compensation and Liability Act of
1990 ("CERCLA") or any other Environmental Laws. To the
actual knowledge of Phillips: (i) there is no reasonable
basis for the institution of any action, proceeding or
investigation against Phillips under any Environmental
Law: (ii) Phillips is not responsible under any
Environmental Law for any release by any person at or in
the vicinity of real property of any hazardous substance
(as defined by CERCLA), caused by the spilling, leaking,
pumping, pouring, emitting, emptying, discharging,
injecting, escaping, loaching, dumping or disposing of
any such hazardous substance into the environment; (iii)
Phillips is not responsible for any costs of any remedial
action required by virtue of any release of any toxic or
hazardous substance, pollutant or contaminant into the
environment including, without limitation, costs arising
from security fencing, alternative water supplies,
temporary evacuation and housing and other emergency
assistance undertaken by any environmental regulatory
body: (iv) Phillips is in material compliance with all
applicable Environmental Laws; and (v) no real property
used, owned, managed or controlled by Phillips contains
any toxic or hazardous substance including, without
limitation, any asbestos, PCBs or petroleum products or
byproducts in any for, the presence, location or
condition of which (a) violates oil and gas industry.
For purposes of this Agreement, "Environmental Laws"
shall mean any federal, state, local or municipal
statute, ordinance or regulation, or order, ruling or
other decision of any court, substances (as defined in
CERCLA) into the environment.
Section 4.12 Legal Proceedings and History.
Phillips and SHAREHOLDERS, each individually
warranting their personal affairs only, hereby represent
that, unless otherwise disclosed herein or by a written
attachment hereto, no officer, director or affiliate of
Phillips nor any principal shareholder or any other
person receiving a portion or all of the Medisys Shares
to be issued hereunder, shall have been, within the past
five years; a party to any bankruptcy petition against
such person or against any business of which such person
was affiliated; convicted in a criminal proceeding or
subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses; subject to
any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting their
involvement in any type of business, securities or
banking activities; or found by a court of competent
jurisdiction in a civil action, by the Securities
Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities
or commodities law, and the judgment has not been
reversed, suspended or vacated.
Section 4.13 Governmental Consent.
No consent, approval, authorization or order of, or
registration, qualification, designation, declaration or
filing with, any governmental authority on the part of
Phillips is required in connection with the execution and
delivery of this Agreement or the carrying out of any
transactions contemplated hereby.
Section 4.14 Authority.
Phillips and its SHAREHOLDERS representing no less
than one hundred percent (100%) of the issued and
outstanding shares of Phillips common stock of record as
of ________ __, 19__, have, or prior to the closing will
have, approved this Agreement and duly authorized the
execution and delivery hereof. Shareholders have duly
authorized Phillips to conclude and execute this
Agreement in their stead and to act on behalf of Phillips
and SHAREHOLDERS in relation to this Agreement and the
transactions contemplated hereunder. Phillips has full
power, authority and legal right to enter into this
Agreement and to consummate the transactions contemplated
hereby, and all corporate action necessary to authorize
the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby has
been duly and validly taken. The execution and delivery
of this Agreement, the consummation of the transactions
contemplated hereby and compliance by Phillips with the
provisions hereof will not (a) conflict with or result in
a breach of any provisions of, or constitute a default
(or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the
creation of any lien, security interest, charge or
encumbrance upon any of the properties or assets of
Phillips under, any of the terms, conditions or
provisions of the Articles of Incorporation or By-Laws of
Phillips, or any note, bond, mortgage, indenture,
license, agreement or any instrument or obligation to
which Phillips is party or by which it is bound; or (b)
violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Phillips or any of its
properties or assets.
Section 4.15 Ownership of Shares.
Shareholders collectively and each SHAREHOLDER
individually represents to Medisys that they are the
owners of all the shares of Phillips common stock to be
transferred by shareholders to Medisys under the
Agreement, and that they have full power and authority to
transfer such shares to Medisys hereunder, and that such
shares are free and clear of any liens, charges,
mortgages, pledges or encumbrances and that such shares
are not subject to any claims as to the ownership
thereof, or any rights, powers or interest therein, by
any third party.
Section 4.16 Investment Purpose.
Shareholders collectively and each SHAREHOLDER
individually represents that they, or their designees,
are acquiring the shares of Medisys common stock to be
issued hereunder for investment purposes only and not
with a view for further distribution or resale.
Phillips, SHAREHOLDER and each SHAREHOLDER individually
further represents and acknowledges that the Medisys
shares issued hereunder are "restricted securities" and
may not be sold, traded or otherwise transferred without
registration under the 1933 Act or exemption therefrom.
Section 4.17 Full Disclosure.
None of the representations and warranties made by
Phillips herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by Medisys, on
its behalf, contains or will contain any untrue statement
of material fact, or omit any material fact, the omission
of which would be misleading.
ARTICLE V
COVENANTS OF PHILLIPS
Section 5.1 Conduct Prior to the Closing.
Between the date hereof and the Closing:
(a) Phillips will not enter into any material agreement,
contract or commitment, whether written or oral, or
engage in any transaction, without the consent of
Medisys;
(b) Phillips will not declare any dividends or
distributions with respect to its capital stock or
amend its Articles of Incorporation or By-Laws,
without the prior consent of Medisys;
(c) Except within the regular course of business,
Phillips will not incur any indebtedness for money
borrowed or issue to sell any debt securities, or
incur or suffer to be incurred any liability or
obligation of any nature whatsoever, or cause or
permit any lien, encumbrance or security interest to
be created or arise on or in any of its properties or
assets, without the consent of Medisys;
(d) Phillips will comply with all requirements which
federal or state law may impose on it with respect to
this Agreement and the transactions contemplated
hereby, and will promptly cooperate with and furnish
information to Medisys in connection with any such
requirements imposed upon the parties hereto in
connection therewith; and
(e) Phillips shall grant to Medisys and its counsel,
accountants and other representatives, full access
during normal business hours during the period prior
to the Closing to all its respective properties,
books, contracts, commitments and records and, during
such period, furnish promptly to Medisys and such
representatives all information relating to Phillips
as Medisys may reasonably request.
Section 5.2 Affirmative Covenants.
Prior to Closing, Phillips will do the following:
(a) Obtain the approval of its Board of Directors to
proceed with this Agreement;
(b) Use its best efforts to accomplish all actions
necessary to consummate this Agreement, including
satisfaction of all the conditions contained in this
Agreement;
(c) Promptly notify Medisys in writing of any materially
adverse change in the financial condition, business,
operations or key personnel of Phillips, any breach of
its representations or warranties contained herein,
and any material contract, agreement, license or other
agreement which, if in effect on the date of this
Agreement, should have been included in this
Agreement; and
(d) Enter into a contract with Brett Phillips for a
minimum of 2 years to continue to manage and run the
manufacturing business of Phillips which is to be
operated in the future as a division of Medisys;
(e) The principal shareholders of Phillips further agree
to provide appropriate marketing support from
PhillipsGulf to enhance the sales and marketing of all
Medisys products and Business Units. This marketing
support will be in the form of telemarketing, direct
mail or other direct marketing services as agreed upon
by both parties;
(f) In addition, Carl Anderson, Bill Morris and Brett
Phillips shall agree to maintain a non-compensated
consultant role for a period to commence from the date
of this Agreement through December 31, 2000.
ARTICLE VI
ADDITIONAL AGREEMENTS
Section 6.1 Expenses.
Whether or not the transactions contemplated in this
Agreement are consummated, all costs and expenses
incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the
party incurring such expense or as otherwise agreed to
herein.
Section 6.2 Brokers and Finders.
In connection with this Agreement and the
transactions contemplated hereunder, the parties have
agreed that certain fees and expenses are to be paid to
certain individuals who have been instrumental to the
consummation of this Agreement. It is therefore agreed
that a sum equal to 1% of the total Dollar amount
received by Medisys in financing (except for "interim"
financing which shall be 10%) and 600,000 shares of the
Company's authorized but previously unissued common stock
be delivered to KJS Investments or its designee, and as
per the terms and conditions set forth in the contract
annexed hereto as Exhibit _____and by this reference
made a part hereof. Each of the parties represents, as
to itself that with the exception of KJS no agent,
broker, investment banker or other firm or person is or
will be entitled to any broker's or finder's fee or any
other commission or similar fee in connection with any of
the transactions contemplated by this Agreement without
the consent of both parties to this Agreement. The cash
to be disbursed in accordance with this paragraph 6-2
shall be allocated from the contingent capital raised.
The equity portion shall be new issue, restricted shares
of Medisys issued prior to the contemplated reverse split
(so that if reversed 1 for 5 the number of shares issued
shall be 120,000 shares) and shall be apportioned so that
Phillips and SHAREHOLDERS collectively and Medisys will
share the dillutive effect equally.
Section 6.3 Necessary Actions.
Subject to the terms and conditions herein provided,
each of the parties hereto agree to use all reasonable
efforts to take, or cause to be taken, all action, and to
do, or cause to be done, all things necessary, proper and
advisable under applicable laws and regulations to
consummate and make effective the transactions
contemplated by this Agreement. In the event at any time
after the Closing, any further action is necessary or
desirable to carry out the purposes of this Agreement,
the proper officers and/or directors of Medisys or
Phillips, as the case may be, shall take all such
necessary action.
Section 6.4 Indemnification.
(a) Phillips and SHAREHOLDERS agree to defend and hold
Medisys harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney
fees, that they shall incur or suffer, which arise out
of, result from or relate to any material breach of,
or failure by Phillips to perform any of its
respective representations, warranties, covenants and
agreements in this Agreement or in any exhibit or
other instrument furnished or to be furnished by
Phillips under this Agreement.
(b) Medisys agrees to defend and hold Phillips and
SHAREHOLDERS harmless against and in respect of any
and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties, and
reasonable attorney fees, that they shall incur or
suffer, which arise out of, result from or relate to
any material breach of, or failure by Medisys to
perform any of its respective representations,
warranties, covenants and agreements in this Agreement
or in any exhibit or other instrument furnished or to
be furnished by Medisys under this Agreement.
Section 6.5 Confidentiality.
All parties hereto agree to keep confidential this
Agreement and all information and documents relating to
this Agreement until such time as the Agreement and the
transactions contemplated hereunder are made public by
means of an appropriate press release or by any other
means reasonably assured to make such information
publicly available.
ARTICLE VII
CONDITIONS PRECEDNT TO OBLIGATIONS OF THE PARTIES
The obligations of the parties under this Agreement are
subject to the fulfillment and satisfaction of each of the
following conditions:
Section 7.1 Legal Action.
No preliminary or permanent injunction or other
order by any federal or state court which prevents the
consummation of this Agreement or any of the transactions
contemplated by this Agreement shall have been issued and
remain in effect.
Section 7.2 Absence of Termination.
The obligations to consummate the transactions
contemplated hereby shall not have been canceled pursuant
to Article X hereof.
Section 7.3 Required Approvals.
Medisys and Phillips shall have received all such
approvals, consents, authorizations or modifications as
may be required to permit the performance by Medisys and
Phillips of the respective obligations under this
Agreement, and the consummation of the transactions
herein contemplated, whether from governmental
authorities or other persons, and Medisys and Phillips
shall each have received any and all permits and
approvals from any regulatory authority having
jurisdiction required for the lawful consummation of this
Agreement.
Section 7.4 Blue Sky Compliance.
There shall have been obtained any and all permits,
approvals and consents of the Securities or "Blue-Sky"
Commissions of any jurisdictions, and of any other
governmental body or agency, which counsel for Medisys
may reasonably deem necessary or appropriate so that
consummation of the transactions contemplated by this
Agreement may be in compliance with the applicable laws.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF MEDISYS
All obligations of Medisys under the Agreement are
subject to the fulfillment and satisfaction by Phillips
and SHAREHOLDERS prior to or at the time of the Closing,
of each of the following conditions, any one or more of
which may be waived by Medisys.
Section 8.1 Representations and Warranties True at the Closing.
All representatives and warranties of Phillips and
SHAREHOLDERS contained in this Agreement will be true and
correct at and as of the time of the Closing, and
Phillips shall have delivered to Medisys a certificate,
dated the date of the Closing, to such effect and in the
form and substance satisfactory to Medisys, and signed,
in the case of Phillips by its President and Secretary.
Section 8.2 Performance.
The obligations of Phillips and SHAREHOLDERS to be
performed on or before the Closing pursuant to the terms
of this Agreement shall have been duly performed at such
time, and Phillips and SHAREHOLDERS shall have delivered
to Medisys, a certificate, dated the date of the Closing,
to such effect and in form and substance satisfactory to
Medisys.
Section 8.3 Authority.
All action required to be taken by, or on the part
of Phillips and SHAREHOLDERS to authorize the execution,
delivery and performance of this Agreement by Phillips
and the consummation of the transactions contemplated
hereby, shall have been duly and validly taken.
Section 8.4 Absence of Certain Changes or Events.
There shall not have occurred, since the date
hereof, any adverse change in the business, condition,
(financial or otherwise), assets or liabilities of
Phillips or any event or condition of any character
adversely affecting Phillips, and it shall have delivered
to Medisys, certificates, dated the date of the Closing,
to such effect and in form and substance satisfactory to
Medisys and signed, in the case of Phillips, by its
President and Secretary.
Section 8.5 Acceptance by Phillips Shareholders.
The holders of record as of __________ __, 19___ of
an aggregate of not less than one hundred percent (100%)
of the issued and outstanding shares of common stock of
Phillips have agreed to exchange their shares for shares
of Medisys common stock specified herein.
ARTICLE IX
CONDITIONS PRECEDENT TO OBLIGATIONS OF PHILLIPS
AND SHAREHOLDERS
All obligations of Phillips and SHAREHOLDERS under this
Agreement are subject to the fulfillment and satisfaction
by Medisys, prior to or at the time of Closing, of each
of the following conditions, any one or more of which may
be waived by Phillips and shareholders.
Section 9.1. Representations and Warranties True at the Closing.
All representations and warranties of Medisys
contained in this Agreement will be true and correct at
and as of the time of the Closing, and Medisys shall have
delivered to Phillips a certificate, dated the date of
the Closing, to such effect and in the form and substance
satisfactory to Phillips, and signed, in the case of
Medisys, by its President and Secretary.
Section 9.2 Performance.
Each of the obligations of Medisys to be performed
on or before the Closing pursuant to the terms of this
Agreement shall have been duly performed at the time of
the Closing, and Medisys shall have delivered to Phillips
a certificate, dated the date of the Closing, to such
effect and in form and substance satisfactory to
Phillips, and signed, in the case of Medisys, by its
President and Secretary.
Section 9.3 Authority.
All action required to be taken by, or on the part
of Medisys, to authorize the execution, delivery and
performance of this Agreement by Medisys, and the
consummation of the transactions contemplated hereby
shall be duly and validly taken.
Section 9.4 Absence of Certain Changes or Events.
There shall not have occurred, since the date
hereof, any adverse change in the business, condition,
(financial or otherwise), assets or liabilities of
Medisys or any event or condition of any character
adversely affecting Medisys and it shall have delivered
to Phillips, certificates, dated the date of the Closing,
to such effect and in form and substance satisfactory to
Phillips and signed, in the case of Medisys, by its
President and Secretary.
Section 9.5 Financing.
Medisys will have obtained an agreement for
financing between $3 million and $5 million dollars.
ARTICLE X
TERMINATION
Section 10.1 Termination.
Notwithstanding anything herein or elsewhere to the
contrary, this Agreement may be terminated:
(a) By mutual agreement of the parties hereto at any
time prior to the Closing;
(b) By the board of directors of Medisys at any time
prior to the Closing if:
(i) a condition to performance by Medisys under
this Agreement or a covenant of Phillips or
SHAREHOLDERS contained herein shall not be
fulfilled on or before the time of the Closing or
at such other time and date specified for the
fulfillment for such covenant or condition; or
(ii) a material default or breach of this
Agreement shall be made by Phillips or
SHAREHOLDERS; or
(iii) if the Closing shall not have taken place
on or prior to ________ __, 19__.
(c) By the board of directors of Phillips or by
SHAREHOLDERS at any time prior to the Closing if:
(i) a condition to Phillips or SHAREHOLDERS'
performance under this Agreement or a covenant of
Medisys contained in this Agreement shall not be
fulfilled on or before the Closing or at such
other time and date specified for the fulfillment
of such covenant or conditions;
(ii) a material default or breach of this
Agreement shall be made by Medisys; or
(iii) if the Closing shall not have taken place
on or prior to __________ __, 19__.
Section 10.2 Effect of Termination.
If this Agreement is terminated, this Agreement,
except as to Sections 11.1, 11.2, shall no longer be of
any force or effect and there shall be no liability on
the part of any party or its respective directors,
officers or stockholders; provided however, that in the
case of a termination without cause by a party or a
termination pursuant to Sections 10.1(b)(i) or
10.2(c)(i) hereof because of a prior material default
under or a material breach of this Agreement by another
party, the damages which the aggrieved party or parties
may recover from the defaulting party or parties shall in
no event exceed the amount of out-of-pocket costs and
expenses incurred by such aggrieved party or parties in
connection with this Agreement.
ARTICLE XI
MISCELLANEOUS
Section 11.1 Cost and Expenses.
All costs and expenses incurred in connection with
this Agreement will be paid by the party incurring such
expenses. In the event of any termination of this
Agreement pursuant to Section 10.1, subject to the
provisions of Section 11.2, Medisys, Phillips and
SHAREHOLDERS will each bear their own respective
expenses.
Section 11.2 Extension of Time: Waivers.
At any time prior to the Closing date:
(a) Medisys may (i) extend the time for the performance
of any of the obligations or other acts of Phillips
and SHAREHOLDERS, (ii) waive any inaccuracies in the
representations and warranties of Phillips or
SHAREHOLDERS contained herein or in any document
delivered pursuant hereto by Phillips and SHAREHOLDERS
and (iii) waive compliance with any of the agreements
or conditions contained herein to be performed by
Phillips and SHAREHOLDERS. Any agreement on the part
of Medisys to any such extension or waiver shall be
valid only if set forth in an instrument, in writing,
signed on behalf of Medisys.
(b) Phillips and SHAREHOLDERS may (i) extend the time
for the performance of any of the obligations or other
acts of Medisys, (ii) waive any inaccuracies in the
representations and warranties of Medisys contained
herein or in any document delivered pursuant hereto by
Medisys and (iii) waive compliance with any of the
agreements or conditions contained herein to be
performed by Medisys. Any agreement on the part of
Phillips and SHAREHOLDERS to any such extension or
waiver shall be valid only if set forth in an
instrument, in writing, signed on behalf of Phillips
and shareholders.
Section 11.3 Notices.
Any notice to any party hereto pursuant to this
Agreement shall be given by Certified or Registered Mail,
addressed as follows:
MEDISYS TECHNOLOGIES, INC.
144 Napoleon Street
Baton Rouge, LA 70802
PHILLIPS PHARMATEC LABS, INC.
8767 115th Avenue, North
Largo, FL 33773
Additional notices are to be given as to each party, at
such other address as should be designated in writing complying as
to delivery with the terms of this Section 11.3. All such notices
shall be effective when sent, addressed as aforesaid.
Section 11.4 Parties in Interest.
This Agreement shall inure to the benefit of and be
binding upon the parties hereto and the respective
successors and designees. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any
other person any rights or remedies under or by reason of
this Agreement.
Section 11.5 Counterparts.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original
and together shall constitute one document. The delivery
by facsimile of an executed counterpart of this Agreement
shall be deemed to be an original and shall have the full
force and effect of an original executed copy.
Section 11.6 Severability.
The parties hereto agree and affirm that none of the
provisions herein is dependent upon the validity of any
other provision, and if any part of this Agreement is
deemed to be unenforceable, the remainder of the
Agreement shall remain in full force and effect.
Section 11.7 Headings.
The Article and Section headings are provided herein
for convenience or reference only and do not constitute
a part of this Agreement.
Section 11.8 Governing Law.
This Agreement shall be governed by the laws of the
State of Utah. Any action to enforce the provisions of
this Agreement shall be brought in a court of competent
jurisdiction in the State of Utah and in no other place.
Section 11.9 Survival of Representations and Warranties.
All terms, conditions, representations and
warranties set forth in this Agreement or in any
instrument, certificate, opinion, or other writing
providing for in it, shall survive the Closing and the
delivery of the shares of Medisys common stock
transferred hereunder at the Closing, regardless of any
investigation made by or on behalf of any of the parties
hereto.
Section 11.10 Assignability.
This Agreement shall not be assignable by any of the
parties hereto without the prior written consent of the
other parties.
Section 11.11 Amendment.
This Agreement may be amended with the approval of
the board of directors of Medisys and Phillips and by
SHAREHOLDERS at any time before or after approval thereof
by stockholders of Medisys, if required, and Phillips and
shareholders; but after such approval by the Medisys
shareholders, no amendment shall be made which
substantially and adversely changes the terms hereof.
This Agreement may not be amended except by an
instrument, in writing, signed on behalf of each of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement in a manner legally binding upon them as
of the date first above written.
"MEDISYS"
MEDISYS TECHNOLOGIES, INC. ATTEST:
By:__________________________ ______________________________
Its: President Secretary
"PHILLIPS"
PHILLIPS PHARMATEC LABS, INC. ATTEST:
By:__________________________ ______________________________
Its: President Secretary
"SHAREHOLDERS" MEDISYS Common Stock to be Issued
________________________________
Barbara Larkins
________________________________
Marilyn Morris
________________________________
Brett Phillips
________________________________
Carl Anderson
<PAGE>
CERTIFICATE
OF
PHILLIPS PHARMATEC LABS, INC.
The undersigned, _________________ and __________________,
hereby certify that they are the President and Secretary
respectively, of Phillips Pharmatec Labs, Inc., a Florida
corporation ("Phillips"), and further certify as follows:
1. That the representations and warranties of Phillips
contained in the Acquisition Agreement and Plan of
Reorganization (the "Agreement") by and among Medisys
Technologies, Inc., a Utah corporation, Phillips and the
shareholders of Phillips, are true and correct at and as of
the date hereof.
2. The obligations and covenants of Phillips to be performed
and observed on or before the Closing as defined in the
Agreement, have been duly performed and observed.
3. Except as otherwise disclosed in the Agreement, there has
not occurred since the date thereof any adverse change in
the business, condition (financial or otherwise), assets or
liabilities of Phillips or any event or condition of any
character adversely affecting Phillips.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this ______ day of _______________, 19___.
PHILLIPS PHARMATEC LABS, INC.
By:__________________________________
______________, President
By:__________________________________
_______________, Secretary
<PAGE>
CERTIFICATE
OF
MEDISYS TECHNOLOGIES, INC.
The undersigned, _________________ and __________________,
hereby certify that they are the President and Secretary
respectively, of Medisys Technologies, Inc., a Utah corporation
("Medisys"), and further certify as follows:
1. That the representations and warranties of Medisys
contained in the Acquisition Agreement and Plan of
Reorganization (the "Agreement") by and among Medisys
Technologies, Inc., a Utah corporation, Phillips and the
shareholders of Phillips, are true and correct at and as of
the date hereof.
2. The obligations and covenants of Medisys to be performed
and observed on or before the Closing as defined in the
Agreement, have been duly performed and observed.
3. Except as otherwise disclosed in the Agreement, there has
not occurred since the date thereof any adverse change in
the business, condition (financial or otherwise), assets or
liabilities of Medisys or any event or condition of any
character adversely affecting Medisys.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this ______ day of _______________, 19___.
MEDISYS TECHNOLOGIES, INC.
By:__________________________________
Kerry M. Frey, President
By:__________________________________
William David Kiesel, Secretary
Aidman, Piser 401 East Jackson Street, Suite 3400
& Company Tampa, Florida 33602
Certified Public Accountants 813-222-8555 FAX 813-222-8560
& Business Advisors
September 15, 1998
VIA FAX 908 719 4711
Mr. Kerry Frey
Medisys Technologies, Inc.
Farhills Center
P.O. Box 857, Rt. 202
Farhills, NJ 07931
Dear Mr. Frey:
We were asked to write you regarding our opinion of certain aspects
of the accounting records of Phillips Pharmatech Labs, Inc. (the
"Company").
We serve as the outside accountants for the Company and are
familiar with their accounting records. We prepared the Company's
income tax returns for the past three years. Additionally, we have
observed the Company's physical inventories for the past three
year-ends. It is our opinion that the Company's financial
statements as of December 31, 1997 and 1996 and for the three years
then ended are auditable in accordance with generally accepted
auditing standards.
Please call either me or Stacy Patrick of our office if you have
further questions.
Sincerely,
Philip C. Piser, C.P.A.
PCP:go
cc: Mr. Brett Phillips
