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:
MEDISYS TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2000
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 10, 2000, at 1:00 p.m. local
time, at the Ameri Suites Hotel located at 6080 Bluebonnet Blvd., Baton
Rouge, Louisiana, for the following purposes.
(1) To elect 6 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, 2000; 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 March 31,
2000 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 13, 2000
MEDISYS TECHNOLOGIES, INC.
144 Napoleon St.
Baton Rouge, LA 70802
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 10, 2000 at 1:00 p.m. local
time at the Ameri Suites Hotel 6080 Bluebonnet Blvd., 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 13, 2000, accompanied by
the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1999.
Only stockholders of record at the close of business on March
31, 2000 are entitled to notice of and to vote at the Meeting. At
the record date, there were 59,400,820 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 ten.
At the Meeting, six 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 six
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 2000 Annual Meeting
Director
Nominee Age Since Position
Dr. Timothy Andrus 50 1996 Director
Dr. Robert L. diBenedetto 71 1992 Director
Kerry M. Frey 54 1994 President, Chief
Operating Officer and Director
William D. Kiesel 55 1992 Corporate Secretary and Director
Dr. Charles Potter 51 1999 Director
Edward P. Sutherland 53 1992 Chairman, Chief Executive
Officer, Treasurer and 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. He is currently admitted to practice
in New York and in Louisiana.
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.
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.
DR. ROBERT L. diBENEDETTO is 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.
DR. CHARLES POTTER was appointed as an interim Director in
the fall of 1999. He received his training at Michigan State
University in Lansing Michigan and at Washington University School
of Medicine in St. Louis Missouri. He is Board certified in
Otolaryngology and is in private practice in Springfield, Illinois.
Dr. Potter served for six years on the Board of Directors of
Springfield Clinic, which managed a budget in excess of $140
million and has acted as a consultant for several medical device
companies including, Xomed, Smith & Nephew, Storz of St. Louis, and
Instrumentarium. Storz and Instrumentarium market medical devices
which bear Dr. Potter's name.
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. Each member of the Board of
Directors is compensated as follows. Directors each receive
$1,000 in stock per meeting attended in person. The Chairman of
the Board receives $1,000 in stock per month and $1,800 in stock
per meeting month. The Secretary receives $600 in stock per month
and $1,400 in stock per meeting month. The committee chair person
is paid an additional $300 in stock and committee members receive
$200 in stock per meeting. Issuance of the shares is based on the
closing bid price of the Company's shares on the last day of the
month following the meeting. Out of town Directors are reimbursed
for reasonable travel expenses. 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,
1999, there were 6 meetings of the Board of Directors. Attendance
at the meetings averaged 96 % in person, by phone or by proxy in
1999, and no member of the Board of Directors attended less than
83% or more of the aggregate number of meetings of the Board of
Directors in person or by proxy 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, 1997, 1998, and 1999 to
the Company's Chief Executive Officer and Chief Operating Officer.
Summary Compensation Table
Other
Cash Annual Cash All Other Cash
Name and Principal Position Year Salary Bonus(1) Compensation Compensation(2)
Edward P. Sutherland, 1997 $ 56,621 $ -0- $ -0- $ 17,930
Chairman and CEO 1998 -0- -0- -0- -0-
1999 46,154 -0- -0- -0-
Kerry M. Frey 1997 52,750 -0- -0- 19,644
President and Chief 1998 -0- -0- -0- -0-
Operating Officer 1999 46,154 -0- -0- -0-
____________________
(1) In March 2000, the Board of Directors voted a $100,000
cash Bonus to Mr. Frey and Mr. Sutherland as additional
compensation for 1999 which has not been paid in full
as of the time of this statement.
(2) 1997 Other Compensation includes amounts paid in 1997
that relate to deferred salary accruals from prior years
as follows: $17,930 for Mr. Sutherland; and $19,644 for
Mr. Frey.
Employment Agreements
The Company entered into 3 year employment agreements with
Edward P. Sutherland and Kerry Frey respectively for the years
2000, 2001 and 2002 calling for a first year salary of $150,000
plus insurance, expense and performance based bonus provisions.
The $150,000 base salary is the same as it had been for the
previous two years without increase. Years 2001 and 2002 call for
stepped increases on an annual basis.
No cash salaries, wages or bonuses were paid to any of the
officers between April 1997 and December 1999. The officers
voluntarily deferred their cash salaries and bonuses on a month to
month basis ultimately compromising and deferring them for 144
restricted stock and/or interest bearing promissory notes. In
addition, the officers subscribed to the Company's private
placement debenture and paid in to the Company a combined total of
more than $110,000. As of April 2000, all past wages had been
deferred by payment of the notes in cash or by compromise through
the issuance of 144 restricted stock.
<PAGE>
Related Transactions
The law firm of Roy, Kiesel & Tucker has been used for patent
work. William David Kiesel is a partner of Roy, Kiesel & Tucker
and is the Corporate Secretary and a Director of the Company. Mr.
Kiesel and other attorneys at his firm do bill the Company for
their time and the Company does reimburse Roy, Kiesel & Tucker for
expenses incurred on the behalf of the Company.
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 were prepared timely for the individuals to be properly
filed on a timely basis with the Securities and Exchange
Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best
knowledge of the Company, as of December 31, 1999, 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 of
Beneficial Owner Beneficially Owned(1) Ownership
Gary E. Alexander * 2,252,030(2) 3.8%
144 Napoleon Street
Baton Rouge, LA 70802
Carl Anderson * 6,548,798(3) 10.7%
19235 US Hwy 41 N.
Lutz, FL 33549
Brett Phillips * 7,307,389(4) 11.9%
8767 115th Avenue N.
Largo, FL 33773
Robert L. diBenedetto * 683,462(5) 1.1%
144 Napoleon Street
Baton Rouge, LA 70802
William David Kiesel * 1,323,195(6) 2.2%
2355 Drusilla Lane
Baton Rouge, LA 70809
Edward P. Sutherland * 2,335,751(7) 3.9%
144 Napoleon Street
Baton Rouge, LA 70802
Kerry Frey * 2,008,127(8) 3.4%
144 Napoleon Street
Baton Rouge, LA 70802
Marilyn Morris 7,328,980(9) 11.9%
2804 Smitter Road
Tampa, FL 33618
Timothy Andrus * 480,219(10) .8%
144 Napoleon Street
Baton Rouge, LA 70802
Charles Potter* 7,295,617(11) 11.9%
1025 South 7th Street
Springfield, IL 62703
Directors and officers 37, 563,568(12) 54.5%
as a group (9 persons)
* 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) Share amounts for individuals are as of December 31, 1999, at
which time there was 43,817,289 shares of common stock
outstanding. As of March 31, 2000, there were 59,400,820
shares outstanding. These figures figure do not take into
consideration stock purchase warrants owned by certain
officers, directors and shareholders, entitling the holders
to purchase an aggregate of 9,574,193 shares of common stock
and which are currently exercisable. Therefore, for purposes
of the table above, as of the date hereof, 68,975,013 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 March 31, 2000 and assumes the exercise of stock
purchase warrants held by such person (but not by anyone else)
exercisable within sixty days.
(2) Includes 226,800 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
$1.41 per share.
(3) Includes 1,836,522 shares which may be acquired by Mr.
Anderson pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.54 per share.
(4) Includes 2,100,509 shares which may be acquired by Mr.
Phillips pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.54 per share.
(5) Includes 286,000 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 $3.08 per share.
(6) Includes 546,166 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
$2.77 per share, of which 300,000 warrants are held in the
name of Roy, Kiesel & Tucker, 20,000 warrants are held in the
name of Nu Vue Corp. and shares are held by Mr. Kiesel for his
two sons in trust.
(7) Includes 225,940 shares held in the name of Diana B.
Sutherland, wife of Edward P. Sutherland, 50,000 shares held
by Diana B. Sutherland, trustee for James Sutherland, minor
son of Mr. Sutherland, and 349,000 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 $1.05 per share.
(8) Includes 237,400 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
$1.00 per share.
(9) Ms. Morris is the wife of Bill Morris, a director of the
Company. Includes 2,100,509 shares which may be acquired by
Ms. Morris pursuant to the exercise of stock purchase warrants
exercisable within sixty days at the average exercise price of
$1.54 per share. The Company has been advised that Ms. Morris
has sole voting power over the shares indicated above and
control over the warrants.
(10) Includes 206,982 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
$ 50 per share.
(11) Includes 5,555,555 shares of stock held in escrow by the
Company which are released pro rata as the promissory note
for which they were issued is paid down. Also includes
1,684,305 warrants exercisable within sixty days at the
average exercise price of $.50 per share.
(12) Includes 9,574,193 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 $.0375 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, 2000 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,
2000.
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.
ANNUAL REPORTS TO STOCKHOLDERS
The Company's Annual Report to Stockholders, including
financial statements for the fiscal year ended December 31, 1999,
is being delivered to shareholders together with this proxy
statement.
STOCKHOLDERS PROPOSAL
It is anticipated that the Company's fiscal 2000 Annual
Meeting of Stockholders will be held on or about May 10, 2001.
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, 2001.
GENERAL
The costs of soliciting proxies for the slate recommended by
the Board of Directors 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., 144
Napoleon Street, Baton Rouge, Louisiana 70802.
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 13, 2000.
MEDISYS TECHNOLOGIES, INC.
144 Napoleon Street, Baton Rouge, Louisiana 70802
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 10, 2000, and any adjournment thereof, and to vote the stock of
the corporation standing in the name of the undersigned.
1. To elect 6 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:
Dr. Tim Andrus
Dr. Robert L. diBenedetto
Kerry M. Frey
William D. Kiesel
Dr. Charles Potter
Edward P. Sutherland
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, 2000.
[ ] 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 AND 2.
______________________________ ______________________________
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.
