Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MEDISYS TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Utah 72-1216734
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
144 Napoleon Street, Baton Rouge, Louisiana 70802
(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement for Robert W. Powell, Jr.
(Full title of the plan)
Edward P. Sutherland
144 Napoleon Street
Baton Rouge, Louisiana 70802
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
Amount to Proposed Maximum Proposed Maximum Amount of
Title of Securities Be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee(1)
Common Stock, 26,409 Shares $.3125 per Share $ 8,253 $ 2.51
par value $.0005
TOTAL FEE $ 2.51
(1) Based upon 26,409 shares of common stock granted under the
plan covered by this Registration Statement. The fee with
respect to these share has been calculated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, and based
upon the last sale reported for the Issuer's common stock on
a date within five (5) days prior to the date of filing this
Registration Statement, as reported by the OTC Bulletin Board.
<PAGE>
Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement by Medisys Technologies, Inc.
(the "Company") and made a part hereof. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing such documents.
(a) The Company's latest annual report on Form 10-
KSB for the fiscal year ended December 31, 1997,
which contains audited financial statements for the
Company's fiscal year ended December 31, 1997.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Company's documents
referred to in (a) above.
(c) The description of the Company's common stock
is contained in Amendment No. 1 to its Form 10-SB
filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the
purpose of up-dating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions of the Utah Revised Business Corporation
Act (the "Utah Act"), the Company has the power to indemnify an
individual made a party to a proceeding because they are or were a
director, against liability incurred in the proceeding, if such
individual acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interest of the Company and,
in a criminal proceeding, they had no reasonable cause to believe
their conduct was unlawful. Indemnification under this provision
is limited to reasonable expenses incurred in connection with the
proceeding. The Company must indemnify a director or officer who
is successful, on the merits of otherwise, in the defense of any
proceeding or in defense of any claim, issue, or matter in the
proceeding, to which they are a party to because they are or were
a director of officer of the Company, against reasonable expenses
incurred by them in connection with the proceeding or claim with
respect to which they have been successful. The Company's Articles
of Incorporation empower the Board of Directors to indemnify its
officers, directors, agents, or employees against any loss or
damage sustained when acting in good faith in the performance of
their corporate duties.
The Company may pay for or reimburse reasonable expenses incurred by a
director, officer employee, fiduciary or agent of the Company who
is a party to a proceeding in advance of final disposition of the
proceeding provided the individual furnishes the Company with a
written affirmation that their conduct was in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interest of the Company, and undertake to repay the advance if it
is ultimately determined that they did not meet such standard of
conduct.
Also pursuant to the Utah Act, a corporation may set forth in its
articles of incorporation, by-laws or by resolution, a provision
eliminating or limiting in certain circumstances, liability of a
director to the corporation or its shareholders for monetary
damages for any action taken or any failure to take action as a
director. This provision does not eliminate or limit the liability
of a director (i) for the amount of a financial benefit received by
a director to which they are not entitled; (ii) an intentional
infliction of harm on the corporation or its shareholders; (iii)
for liability for a violation of Section 16-10a-842 of the Utah Act
(relating to the distributions made in violation of the Utah Act);
and (iv) an intentional violation of criminal law. To date, the
Company has not adopted such a provision in its Articles of
Incorporation, By-Laws, or by resolution. A corporation may not
eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes
effective. The Utah Act also permits a corporation to purchase and
maintain liability insurance on behalf of its directors, officers,
employees, fiduciaries or agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
5.1 Opinion of Leonard E. Neilson, P.C.
23.1 Consent of Jones, Jensen & Company,
Independent Certified Public Accountants.
23.2 Consent of Leonard E. Neilson, P.C. (included
in Exhibit 5.1).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this
Registration Statement:
(i) To include any additional or changed material
information on the plan of distribution;
(2) For determining liability under the Securities Act, to
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on
this 22nd day of March, 1999.
Medisys Technologies, Inc.
(Registrant)
By: /s/ Edward P. Sutherland
EDWARD P. SUTHERLAND, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Chairman, Chief
Executive Officer
/S/ Edward P. Sutherland and Director March 22, 1999
Edward P. Sutherland
President, Chief
Operating Officer
/S/ Kerry M. Frey and Director March 22, 1999
Kerry M. Frey
Treasurer, Chief
Technology Officer
/S/ Gary E. Alexander and Director March 22, 1999
Gary E. Alexander
/S/ Timothy Andrus Director March 22, 1999
Timothy Andrus
/S/ William D. Kiesel Director March 22, 1999
William D. Kiesel
<PAGE>
LEONARD E. NEILSON
ATTORNEY AT LAW
1121 East 3900 South, Suite C-200
Salt Lake City, Utah 84124
Phone: (801) 288-2855 Fax: (801) 288-2850
March 22, 1999
Medisys Technologies, Inc.
9624 Brookline Avenue
Baton Rouge, Louisiana 70809
Re: Form S-8 Registration Statement
Consulting Agreement for Robert W. Powell, Jr.
S.E.C. File No. 0-21441
To the Board of Directors:
I have acted as counsel to Medisys Technologies, Inc., a Utah
corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), of the Company's registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the
Act of shares of the Company's common stock, $.0005 par value
("Common Stock"), which may be issued under a written agreement for
consulting services (the "Agreement").
In rendering this opinion, I have examined the Registration
Statement as well as a copy of the Company's Articles of
Incorporation and all amendments thereto, By-Laws, minutes of
corporate proceedings, and other corporate documents with respect
to the issuance of the Common Stock. I have been furnished with
originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records")
and I have made such other legal and factual examinations and
inquiries as I have considered necessary as a basis for the
opinions expressed herein. In the examination of the Corporate
Records, I have presumed the authenticity of all signatures which
existed on the Corporate Records and have presumed the veracity and
regularity of all Corporate Records. I have also reviewed such
statutes and judicial precedents as deemed relevant and necessary
as a basis for the opinion hereinafter expressed.
As to the question of fact material to this opinion letter, I
have relied upon the representations and warranties, certificates
of and conversations and correspondences with, officers and
representatives of the Company. Based upon the foregoing, I am of
the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Utah.
2. The shares of Common Stock subject to the Registration
Statement have been legally and validly authorized under
the Articles of Incorporation and, when issued and sold
in accordance with the terms of the Agreement and the
manner contemplated by the Registration Statement, will
be duly and validly issued and outstanding, fully paid
and nonassessable.
This opinion is limited to the laws of the State of Utah and
the Utah Revised Business Corporation Act and no opinion is
expressed with respect to the laws of any other jurisdiction.
I further consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without the prior written consent
of the undersigned. This opinion is based on my knowledge of the
law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my
attention hereafter.
Yours truly,
Leonard E. Neilson
:ae
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
March 22, 1999
Medisys Technologies, Inc.
Baton Rouge, Louisiana
We hereby consent to the use of our audit report dated April 9,
1998 with respect to the consolidated financial statements as of
and for the periods ended December 31, 1997 in the Form S-8
registration statement of Medisys Technologies, Inc.
Jones, Jensen & Company
