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): 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
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FORM 8-K
Item 2. Acquisition or Disposition of Assets.
On March 25, 1999 Medisys Technologies, Inc. (the "Company")
entered into a Formal Letter of Intent 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"), related to the
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 will execute a 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.
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
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
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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: March 25,1999 By: /S/ Kerry M. Frey
KERRY M. FREY, President and
Chief Operating Officer
LETTER OF INTENT TO MERGE COMPANIES
This letter of intent is signed on this 25th day of March, 1999 by and
between Medisys Technologies, Inc., (the "Company")a publicly traded
company incorporated under the laws of the State of Utah and doing business
in the State of Louisiana, New Jersey and Florida, and the shareholders of
Health Care Direct Services, Inc. (HCDS), Direct Distribution U.S.A., Inc.
(DDU), and Gulf Coast Media Group, Inc. (GCMG) (the "Affiliated Companies")
which are all private and closely held corporations duly incorporated under
the laws of the State of Florida, where they conduct their 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 the "Affiliated
Companies" will become a division of and be wholly owned and operated under
the name and public umbrella of Medisys Technologies, Inc. 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:
* The shareholders of the "Affiliated Companies" intend to execute a
contract whereby they will assign all or part of their rights, title,
interest and obligations in the "Affiliated Companies" to Medisys in
exchange for shares of Preferred Convertible Stock.
* Each Company will be wholly owned by Medisys but will retain its own
independent management team, with oversight from the Medisys Board of
Directors and management.
* The final terms of this transaction including, but not limited to,
valuation and purchase price, the number of preferred shares to be
issued and any dividend to be paid are all subject to negotiation
and are dependant on due diligence, audit, and appropriate approvals
and regulatory compliance.
* Medisys and the "Affiliated Companies" shall each bear their own
respective costs of the merger/acquisition.
* It is the intent of the parties to conclude this agreement within
60 days of the signing of this letter of intent.
MEDISYS TECHNOLOGIES, INC. SHAREHOLDERS OF HCDS,
DDU, AND GCMG
____________________________ ___________________________
By: Kerry M. Frey Carl Anderson
President / COO
___________________________
Brett Phillips
___________________________
Marilyn Morris
