UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 25, 1999
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)
Registrant's Telephone Number, Including Area Code: (225) 343-8022
FORM 8-K
Item 2. Acquisition or Disposition of Assets.
See Item 5 below.
Item 5. Other events
As reported in an earlier Form 8-K filed on March 26 1999,
Medisys Technologies, Inc. (the "Company") entered into a Formal
Letter of Intent on March 25, 1999 with the shareholders of Health
Care Direct Services, Inc ("HCDS"), Direct Distribution
U.S.A.,Inc.("DDU"), and Gulf Coast Media Group, Inc.("GCMG")
(collectively the "Affiliated Companies"). The Letter of Intent
relates to the proposed acquisition by the Company of one hundred
percent (100%) of the issued and outstanding shares of capital
stock of those three entities, all Florida corporations, and all of
the business of another affiliate which is not to be acquired (the
"Acquired Business"). In reliance upon and pursuant to the basic
terms of the Letter of Intent, the shareholders of the "Affiliated
Companies" and Medisys intend to execute a formal contract whereby
those shareholders will assign all of their rights, title, interest
and obligations in the "Affiliated Companies" and in the "Acquired
Business" to Medisys in exchange for shares of Preferred
Convertible stock. The valuation and purchase price of the
"Affiliated Companies," the number and class of preferred shares
to be issued, and the terms of conversion along with any dividend
to be paid or in negotiation and the entire transaction is subject
to all due diligence, audit and appropriate approvals and
regulatory compliance. The shareholders of the "Affiliated
Companies" are Brett Phillips, Marilyn Morris and Carl Anderson,
all of whom are major shareholders in Medisys.
As of this date, no agreement has been made as to final terms
of the acquisition and no definitive agreement has been executed.
Negotiations are ongoing and the parties continue their respective
due diligence.
The "Affiliated Companies" were all founded by Brett Phillips,
Marilyn Morris and Carl Anderson, who presently own 100% of all the
issued and outstanding shares of the "Affiliated Companies" and
were organized as subchapter S corporations in the State of
Florida. They are all located in Lutz, Florida. The primary goal
of the "Affiliated Companies" is marketing of complimentary
healthcare products to independent and chain pharmacies and
nutritional supplement stores. Major product types are vitamins,
mineral supplements, herbal therapy, and diet aids. The "Affiliated
Companies" have virtually unlimited expanded marketing capability.
This acquisition will offer Medisys marketing capability for its
proprietary medical products as well as its complimentary
healthcare products.
Health Care Direct Services is a marketing company that
purchases products from the "Acquired Business" and from Direct
Distribution U.S.A. for resale to pharmacies, nutrition stores and
directly to consumers. HCDS places advertising through Gulf Coast
Media Group which is an advertising agency. DDU and the "Acquired
Business" purchase products directly from Phillips Pharmatec, a
wholly owned subsidiary of Medisys, and other manufacturers. HCDS
solicits customers through its telemarketing services. Prior to
the acquisition by Medisys, HCDS will purchase the rights to the
products of the "Acquired Business" and would obtain licensing
rights to all of its product names.
The "Affiliated Companies" and the "Acquired Business" had
approximately $5,000,000 in revenues in calendar 1998 with net
income of over $500,000. Revenues for calendar year 1997 were
about the same with a net income of approximately $1,600,000. The
"Affiliated Companies" made capital expenditures during 1998 for
computer hardware, software and specialized personnel which
affected 1998 results.
Item 7. Financial Statements and Exhibits.
Financial statements required under this Item 7 will be filed
no later than sixty (60) days following completion of the
acquisition as provided in Item 7(a)(4).
(c) Exhibits included herewith:
Exhibit 2.1 Letter of Intent (filed previously)
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: May 28, 1999 By: /S/ Kerry M. Frey
KERRY M. FREY, President and
Chief Operating Officer
