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TABLE OF CONTENTS
MEDIZONE INTERNATIONAL, INC.Medizone International, Inc.
350 East Michigan Avenue, Suite 500
144 Buena Vista,Kalamazoo, Michigan 49007
Stinson Beach, California 94970-0742
Dear Fellow Stockholder:Stockholders:
You are cordially invited to attend ourMedizone International Inc.’s 2018 Annual Meeting of Stockholders to be held at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502 on Wednesday, AugustMay 30, 2018, at 11:00 a.m., (Eastern Time), at the offices of Parks, Chesin & Walbert, located on the 26 2009 at 10:00 AM, Pacific Daylight Saving Time.th Floor of 75 14th Street N.E., Atlanta, Georgia 30309. The
An outline of the business to be conducted at the Annual Meetingmeeting is explainedgiven in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. AtWe are using the Annual Meeting, we will also discussInternet as our results forprimary means of furnishing the past year. The Securities and Exchange Commission has adopted rules that permit proxy materials to be furnished overour stockholders. This process expedites the Internet rather than in paper form. Accordingly, we are sending to our stockholders a notice regarding the availabilitydelivery of this Proxy Statement, our Annual Report on Form 10-K for Fiscal 2008, and other proxy materials, viamaterials remain easily accessible to stockholders and stockholders receive clear instructions for receiving materials and voting.
Should you not be able to join us, to ensure your representation at the Internet. This electronic process givesmeeting, I encourage you fast, convenient access to vote your shares by following the materials, reduces the impactvoting instructions on the environment, and reduces our printing and mailing costs. A paper copy of these materials can be requested using one of the methods described in the materials.enclosed proxy card. Whether or not you plan to attend
Your vote is very important. Representation at the meeting in person, please submit yourof at least of majority of all outstanding shares of our Common Stock is necessary to constitute a quorum for the transaction of business at the meeting. Also, the vote using one of the voting methods described in the attached materials. Submitting your vote by anya majority of these methods will not affect your rightall outstanding shares is necessary to attendapprove certain key proposals at the meeting and vote in person should— most importantly, the proposal to increase the number of authorized shares of our Common Stock. Whether you so choose. However, ifown a few or many shares of stock, it is important that your shares are held through a broker or other nominee, you must obtain a legal proxy from the record holder of your shares in order to vote at the meeting.be represented. Thank you for your continued support.
Sincerely, Edwin G. Marshall
/s/ David A. Esposito
Chief Executive Officer and
David A. Esposito Chairman of the Board of Directors Stinson Beach, California
July 17, 2009
Kalamazoo, Michigan
April 18, 2018
MEDIZONE INTERNATIONAL, INC.
144 Buena Vista,
Stinson Beach, California 94970
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 26, 2009 The Annual Meeting of Stockholders (the “Annual Meeting”) of Medizone International, Inc. (the “Company”) will be held at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on Wednesday, August 26, 2009 at 10:00 AM (PDST) for the following purposes:
| Time and Date: | (1) | | To elect four directors; | | Wednesday, May 30, 2018, at 11:00 a.m. (Eastern Time) | | | (2) | | To approve an amendment to the Articles of Incorporation of the Company to (a) increase the authorized shares to 395,000,000 shares of Common Stock, and (b) provide for the issuance of up to 50,000,000 shares of Preferred Stock in such series and with such rights and preferences as the Board of Directors of the Company may from time to time determine; | | Place: | Parks, Chesin &Walbert, 26th Floor, 75 14th Street N.E., Atlanta, Georgia 30309 | | | (3) | | Items of Business: | 1. | To elect five directors, each to serve for a one-year term and until his successor has been elected and qualified or until his earlier death, resignation or removal. | | | 2. | To ratify the selectionappointment of HJ Associates & Consultants, LLPTanner LLC as the Company’sour independent registered public accounting firm for the fiscal year ending December 31, 2009; and | | 2018. | | | (4)3. | To amend our Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $.001 per share (the “Common Stock”), from 500,000,000 to 1,000,000,000 shares. | | | 4. | To act upontransact such other business as may properly come before the Annual Meeting.Meeting and any postponements or adjournments thereof. | | | | | Record Date: | Only stockholders of record at the close of business on April 2, 2018, are entitled to receive notice of, to attend, and to vote at the meeting and any adjournments thereof. | | | | Proxy Voting: | Each share of Common Stock that you own represents one vote. For questions regarding your stock ownership, if you are a registered holder of our Common Stock, you can contact our transfer agent, American Stock Transfer & Trust Company, through its website at www.amstock.com or by phone at (800) 937-5449. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies. |
Only holdersWe are mailing the Notice of recordInternet Availability of Proxy Materials, to stockholders on or about April 18, 2018. The Proxy Materials include this Notice of Annual Meeting, the Proxy Statement and the form of Proxy. The Notice of Internet Availability of Proxy Materials contains instructions for our Common Stock at the closestockholders’ use of business on June 26, 2009, will be entitledthis process, including how to access our Proxy Statement and how to vote at the Annual Meetingincluding online, by telephone or any adjournment thereof. You are cordially invitedby mail.
Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote through the Internet at www.proxyvote.com, by phone at 800-690-6903, or request, sign and return your proxy card as soon as possible, so that your shares may be represented at the Annual Meeting. If you have questions or need assistance voting your shares, please contact our proxy solicitor, Laurel Hill Advisory Group, LLC, toll free at (888) 742-1305. In accordance
FOR THE BOARD OF DIRECTORS /s/ Philip A. Theodore
Philip A. Theodore
Executive Vice President and Corporate Secretary Kalamazoo, Michigan
April 18, 2018
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 30, 2018. THIS PROXY STATEMENT AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 ARE AVAILABLE AT www.proxyvote.com THE ANNUAL REPORT, HOWEVER, IS NOT PART OF THE PROXY SOLICITATION MATERIAL. |
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MEDIZONE INTERNATIONAL, INC. 350 East Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007 PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS We are providing you with rules approvedthese proxy materials in connection with the solicitation by the board of directors (the “Board of Directors” or “Board”) of Medizone International, Inc. of proxies to be used at our 2018 Annual Meeting of Stockholders (the “Annual Meeting”), to be held at the offices of Parks, Chesin & Walbert, 26th Floor, 75 14th Street N.E., Atlanta, Georgia 30309 on Wednesday, May 30, 2018, at 11:00 a.m. (Eastern Time), and any adjournment or postponement thereof. In this Proxy Statement we have included important information regarding the Annual Meeting and the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used herein, “we,” “us,” “our,” “Medizone International” or the “Company” refers to Medizone International, Inc., a Nevada corporation. INTERNET AVAILABILITY OF PROXY MATERIALS We are taking advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow us to deliver proxy materials to our stockholders primarily via the Internet, instead of mailing a printed copycopies of the Company’s proxythose materials to stockholders, the Company may now furnish proxy materialseach stockholder. On or about April 18, 2018, we expect to stockholders on the Internet by providingsend a Notice of Internet Availability of Proxy Materials (the “Notice(“Notice of Internet Availability”) to our stockholders, whenwhich contains instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the materials are available onfiscal year ended December 31, 2017 (“Annual Report”), although the Internet. If you receiveAnnual Report is not part of the proxy solicitation materials. The Notice of Internet Availability also provides instructions on how to vote through the Internet and by mail, you will nottelephone. It also includes instructions on how a stockholder may request to receive a printedpaper copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials and the Company’s annual report, as well as how to submit your proxy, over the Internet. If you receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials included in the Notice of Internet Availability. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting.
By Order of the Board of Directors
Edwin G. Marshall
Chief Executive Officer and Chairman
July 17, 2009
Stinson Beach, California
MEDIZONE INTERNATIONAL, INC.
144 Buena Vista,
Stinson Beach, California 94970
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 26, 2009
This proxy statement (“Proxy Statement”) is being furnished to our stockholders in connection with the solicitation of proxies by the Board of Directors of Medizone International, Inc., a Nevada corporation (the “Company”) for the Board’s use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on Wednesday, August 26, 2009 at 10:00 AM (PDST), and at any adjournment thereof, for the purpose of considering and voting upon the matters set forth in the accompanying Notice of Annual Meeting of Stockholders.
The enclosed proxy is solicited by our Board of Directors. The cost of solicitation of proxies is being borne by the Company.
The close of business on June 26, 2009 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. As of June 26, 2009, there were 220,240,924 shares of the Company’s Common Stock, par value $0.001 per share, issued and outstanding and entitled to vote at the Annual Meeting. The presence, in person or by proxy, of a majority of the votes entitled to be cast on the record date is necessary to constitute a quorum at the Annual Meeting. Each share of Common Stock is entitled to one vote on all issues requiring a stockholder vote at the Annual Meeting. Each nominee for director named in Proposal Number 1 must receive a plurality of the votes cast in person or by proxy in order to be elected. Stockholders may not cumulate their votes for the election of directors. The affirmative vote of a majority of the issued and outstanding shares of the Company is required for the approval of Proposal No. 2 to amend the Articles of Incorporation of the Company to (a) increase the authorized capital of the Company, and (b) allow for the issuance of Preferred Stock. The affirmative vote of a majority of the votes cast on the matter is required for approval of Proposal No. 3, appointment of the independent registered public accounting firm of the Company as set forth in the accompanying materials.
All shares represented by properly executed proxies, unless such proxies previously have been revoked, will be voted at the Annual Meeting in accordance with the directions on the proxies. If no direction is indicated, the shares will be voted as follows:
| • | | FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR NAMED HEREIN; | | | • | | FOR THE APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES TO 395,000,000 COMMON SHARES AND AUTHORIZING PREFERRED SHARES FOR FUTURE ISSUANCE; AND | | | • | | FOR THE RATIFICATION OF THE SELECTION OF HJ ASSOCIATES & CONSULTANTS, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. |
The Board of Directors is not aware of any other matters to be presented for action at the Annual Meeting. However, if any other matter is properly presented at the Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment on such matters.
Internet Availability of Proxy Materials
In accordance with rules approved by the Securities and Exchange Commission (“SEC”), instead of mailing a printed
copy of the Company’s proxy materials to stockholders, the Company may furnish proxy materials to stockholders on the Internet by providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability” or “Notice”) to stockholders when the materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of the Company’s proxy materials and the Company’s annual report, as well as how to submit your proxy, over the Internet. If you receive a Notice of Internet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials included in the Notice of Internet Availability.
The Company intends to commence distribution of the Notice of Internet Availability to stockholders on or about June 29, 2009.
The Company first made available the proxy solicitation materials atwww.amstock.com/proxyservices/ viewmaterials.aspon or about July 17, 2009 to all stockholders entitled to vote at the annual meeting. You may also request a printed copy of the proxy solicitation materials by any of the following methods: by Internet at www.amstock.com/proxyservices/requestmaterials.asp, by telephone at 888-776-9962 (718-921-8562 for international callers); or by sending an e-mail to info@amstock.com.mail. Our 2008 Annual Report on Form 10-K was made available at the same time and by the same methods.
Voting and Submission of Proxies
You can vote your shares using one of the following methods:
| • | | Vote through the Internet at www.voteproxy.com using the instructions included in the Notice of Internet Availability, the proxy card, or voting instruction card; | | | • | | Vote by telephone using the instructions on the proxy card or voting instruction card if you received a paper copy of the proxy materials; | | | • | | Complete and return a written proxy or voting instruction card using the proxy card or voting instruction card if you received a paper copy of the proxy materials; or | | | • | | Attend and vote at the meeting. |
Internet and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a proxy or voting instruction card. Unless you are planning to vote at the meeting, your vote must be received by 11:59 PM Eastern Daylight Time, on August 25, 2009.
Even if you submit your vote by one of the first three methods mentioned above, you may still vote at the meeting if you are the record holder of your shares or hold a legal proxy from the record holder. Your vote at the meeting will constitute a revocation of your earlier proxy or voting instructions.
INFORMATION ABOUT THE ANNUAL MEETING
Why You are Receiving These Materials
Our Board of Directors has made these materials available to you on the Internet or, upon your request, has delivered printed proxy materials to you in connection with the solicitation of proxies for use at our Annual Meeting. This Proxy Statement describes proposals on which you, as a stockholder, are being asked to vote. It also gives you information on these proposals, as well as other information so that you can make an informed decision. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.
Why You Received a Notice Regarding the Internet Availability of Proxy Materials Instead of a Full set of Proxy Materials
In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our
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annual report to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead,specifically requested.
This process is designed to reduce our environmental impact and lowers the Notice, which was mailed to mostcosts of our stockholders, provides instructions as to how to accessprinting and review all of the proxy materials on the Internet. The Notice also instructs how to submit your proxy on the Internet. If you would like to receive a paper or email copy ofdistributing our proxy materials, without impacting our stockholders’ timely access to this important information. However, if you shouldwould prefer to receive printed proxy materials, please follow the instructions for requesting such materialsincluded in the Notice. DoNotice of Internet Availability. Whether or not returnyou plan to attend the Notice in orderAnnual Meeting, we encourage you to vote your shares. The Notice provides instructions on how to vote by Internet, by telephone, by requestingpromptly. GENERAL INFORMATION ABOUT THE MEETING Date and returning a paper proxy card, or by submitting a ballot in person at the meeting. Location and Date of the Annual Meeting The Annual Meeting will take place at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502accompanying form of proxy (the “Proxy” or “Proxy Card”) is solicited on Wednesday, August 26, 2009 at 10:00 AM Pacific Daylight Saving Time. What is to be Voted uponbehalf of our Board of Directors for use at the Annual Meeting to be held at the offices of Parks, Chesin & Walbert located on the 26th Floor of 75 14th Street N.E., Atlanta, Georgia 30309 on Wednesday, May 30, 2018, at 11:00 a.m. (Eastern Time), and any adjournment or postponement thereof.
Purpose of the Meeting At the Annual Meeting, stockholders will act upon the following proposals: | • | | The election of four directors; | | | • | | Approval of the increase of authorized capital from 250,000,000 to 395,000,000 shares and the authorization of preferred shares to be issued at a future date at the discretion of the Board of Directors; | | | • | | Ratification of the selection of HJ Associates & Consultants, LLP as the Company’s independent registered public accounting firm; and | | | • | | Action regarding any other matters that may properly come before the Annual Meeting of stockholders. |
Thisproposals described in this Proxy Statement summarizes the informationStatement. In addition, we will consider any other matters that you need to know toare properly presented for a vote on an informed basis at the Annual Meeting; however, you doMeeting. As of April 18, 2018, we are not needaware of any other matters to attendbe submitted for consideration at the Annual Meeting. If any other matters are properly presented for a vote at the Annual Meeting, the persons named in the Proxy Card, who are officers of the Company, have the authority in their discretion to vote your shares.the shares represented by the Proxy.
Who May Vote at the Meeting
Record Date Only holders of Directors has determined that those stockholders who are recorded in our record books as owning shares of our Common Stock as ofat the close of business on June 26, 2009, areApril 2, 2018 (the “Record Date”) will be entitled to receive notice of and to vote at the Annual Meeting. Common Stock is our only outstanding class of voting stock. At the close of business on the Record Date we had 415,191,788 shares of Common Stock outstanding and entitled to vote. The holders of a majority of the voting power of the shares of stock entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This level of representation is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, or if you have properly submitted a Proxy, without regard to whether the Proxy is marked as casting a vote for or against, or withholding authority or abstaining with respect to a particular matter or nominee for director. Voting Rights Each holder of shares of Common Stock is entitled to one vote for each share of Common Stock held as of the close of business on the Record Date. There is no cumulative voting in the election of directors – stockholders may cast one vote per share held for each nominee. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Stockholder of Record: Shares Registered in Your Name.If on the Record Date your shares arewere registered directly in your name with our transfer agent, American Stock Transfer and& Trust Company, then you are considered the stockholder of record with respect to those shares, the stockholder of record.shares. As thea stockholder of record, you have the right tomay vote in person at the meeting.Annual Meeting, or prior to the meeting by telephone, through the Internet or, if you request or receive paper proxy materials, by mail, by filling out and returning the Proxy Card. Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on the Record Date your shares arewere held in an account with a brokerage accountfirm, bank or by anotherother nominee, or trustee,then you are considered the beneficial owner of the shares held in street name. As thea beneficial owner, you are also invitedhave the right to attenddirect your nominee on how to vote the meeting. Since a beneficial ownershares held in your account. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote theseyour shares in person at the meetingAnnual Meeting unless you request and obtain a “legal proxy”valid form of proxy from your broker, nominee, or trusteethe organization that holds your shares, giving you the right to vote the shares at the meeting.Annual Meeting. How Many Votes does Each Stockholder Have
Required Vote Each record holderdirector will be elected by a plurality of Common Stock is entitledthe votes cast, which means that the five individuals nominated for election to one vote per sharethe Board of Common Stock held. How Many Shares May VoteDirectors at the Annual Meeting
As receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” all nominees to the Board of Directors or “WITHHOLD” your vote with respect to any nominee you specify, or all nominees. “WITHHOLD” votes and broker non-votes, which occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares, are not considered votes cast for the foregoing purpose, and will have no effect on the election of the record datenominees. Voting for the election of June 26, 2009, we had outstanding 220,240,924directors is a non-routine matter; a broker may not vote shares for the election of directors unless the beneficial owner of the shares of Common Stock which are all eligibleprovides voting instructions to vote at the Annual Meeting.
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The Board of Directors’ Recommendationsbroker.
Our Board of Directors unanimously recommends that our stockholders vote “FOR” each of the proposals to be presented at the meeting.
What Vote is Required to Approve the Proposals
Election of Directors:The election of the nominees for director requires the affirmative vote of a plurality of the shares cast at the Annual Meeting. This means that each nominee will be elected if he receives more affirmative votes than negative votes, even if he receives less than a majority of the votes cast at the meeting. If you do not want to vote your shares for a particular nominee, you may so indicate in the space provided on the proxy card or on the voting instruction card. In the unanticipated event that any of the nominees is unable or declines to serve, the proxy holder will have the discretion to vote the proxy for another person, as shall be designated by the Board of Directors to replace the nominee, or, in lieu thereof, the Board may reduce the number of directors.
Increase of Authorized Shares and Authorization of Preferred Stock:The approval of the amendment to our Articles of Incorporation to (a) increase the number of shares of Common Stock that the Company is authorized to issue, and (b) authorize the future issuance of Preferred Stock, requires the affirmative vote of a majority of the shares issued and outstanding.
Ratification of the Selection of Independent Registered Public Accounting Firm: Ratification of the selection of HJ Associates & Consultants, LLPTanner LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2018, requires the affirmative vote of athe majority of the votes cast (meaning the number of shares voted “for” the ratification must exceed the number of shares voted “against” ratification). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the matter. vote for the ratification. Adoption of Proposal 3, to amend our Articles of Incorporation to increase the number of authorized shares of Common Stock from 500,000,000 to 1,000,000,000 requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock (meaning that of the outstanding shares of Common Stock, a majority of them must be voted “for” such proposal for it to be approved). Accordingly, the amendment to increase the number of authorized shares of Common Stock will be approved if at least 207,595,895 shares of Common Stock are voted in favor of the amendment. Abstentions and broker non-votes will have the effect of a vote against the proposal.
Voting Instructions; Voting of Proxies If you are a stockholder of record, you may: | · | vote in person — we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person; |
| · | vote by phone or via the Internet — in order to do either, please follow the instructions shown on your Notice of Internet Availability or Proxy Card; or |
| · | vote by mail — if you request or receive a paper Proxy Card and voting instructions by mail, simply complete, sign and date the enclosed Proxy Card and return it before the Annual Meeting in the envelope provided. |
Votes submitted through the stockholders doInternet must be received by 11:59 p.m., Eastern Time, on May 29, 2018. Submitting your Proxy (whether by phone, through the Internet or, if you requested or received a paper Proxy Card, by mail) will not ratifyaffect your right to vote in person should you decide to attend the appointmentAnnual Meeting. If you are not the stockholder of HJ Associates & Consultants, LLP,record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. For Proposal 1, you may either vote “FOR” each of the nominees to the Board of Directors, or you may but“WITHHOLD” your vote with respect to any nominee you specify, or all nominees. For Proposals 2 and 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not required to, reconsider such appointment. Other Matters:We do not know of any business or proposals to be considered at the Annual Meeting other than those that are described in this Proxy Statement. If any other business is proposed and we decide to allow it to be presented at the Annual Meeting, the proxies that we receive from our stockholders give the proxy holders the authority to vote on that matter according to their best judgment.
How to Vote if You are Unable to Attend the Annual Meeting in Person
You do not needyou plan to attend the Annual Meeting, in person in orderwe urge you to vote. You may, instead, vote over the Internet, by telephone or by mail (if you have requested printed proxy materials). By doing so,to ensure that your vote is counted. If you are giving a proxy appointing Edwin G. Marshall (the Company’s Chief Executive Officer) and Steve M. Hanni (the Company’s Chief Financial Officer)beneficial owner of shares of our Common Stock, we urge you to vote your shares at the meeting as you have instructed. If a proposal comes up for vote at the meeting for which you have not indicated an instruction, Mr. Marshall and Mr. Hanni will vote your shares accordingprovide voting instructions to their best judgment. Even if you currently plan to attend the meeting, it is a good idea to vote on the Internet, by telephone or, if you received printed proxy materials, to complete and return your proxy card before the meeting date, just in case your plans change. Note:
| • | | By Internet or Telephone— If you have telephone or Internet access, you may submit your proxy by following the instructions provided in the Notice or, if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. | | | • | | By Mail— If you request printed proxy materials, you may submit your proxy by mail by signing your proxy card or, for shares held in street name, by following the voting instructions included by your stockbroker, trustee or nominee, and mailing it in the enclosed, postage-paid envelope. If you provide specific voting instructions, your shares will be voted as you have instructed. |
How to Change Your Vote
You can change your vote at any time before we vote your proxy at the Annual Meeting in four ways. First, you can send written notice stating that you would like to revoke your proxy to our Corporate Secretary at the address given below. Second, you can request a new proxy card (by mailing our Corporate Secretary at the address given below) and
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complete and send it to American Stock Transfer & Trust Company, 6201 15th Avenue, 3rd Floor, Brooklyn, NY 11219. Third, you can vote by telephone or on the Internet at any time prior to 11:59 PM Eastern Daylight Time, on August 25, 2009 (your latest vote is counted). Fourth, you can attend the Annual Meeting and vote in person. You should send any written notice or request for a new proxy card to the attention of the Corporate Secretary, Medizone International, Inc., 144 Buena Vista, Stinson Beach, California 94970.
Broker Votes
Your broker will vote your shares according to the instructions that you provide regarding how to vote your shares. Following the directions provided by your broker, you should instruct your broker to vote your shares by returning a signed proxy card or otherwise by Internet or telephone by following the instructions you receive from your broker. If you fail to provide directions regarding how to vote as directed by your broker, your shares will not be voted unless your broker exercises discretionary voting rights with respect to a particular proposal.
All signed proxies received by the Company and not subsequently revokedProxies will be voted in accordance with the instructions contained therein. Unless they specifically instruct otherwise, all validspecified on the Proxy. If your shares are held by a broker in “street name,” the broker has authority to vote your shares on “routine” matters if the broker has not received timely voting instructions from you. Under applicable rules, the proposal to amend our Amended and Restated Articles of Incorporation is considered routine so, if you do not give your broker instructions, your broker generally will have discretion to vote your shares “FOR” or “AGAINST” the proposal. Therefore, we urge you to provide instructions to your broker firm to vote “FOR” the proposal by returning your proxy cards received by the Companycard. This ensures that your shares will be counted asvoted “FOR” the proposal at the Annual Meeting. If you are a “FOR”stockholder of record and you submit a proxy without providing instructions or recording a vote, in favor ofthe proxies named within the Proxy will vote your shares “FOR” each nominee for director, “FOR” the ratification of Tanner LLC as our independent registered public accounting firm, and “FOR” the amendment of our Amended and Restated Articles of Incorporation. If you received a Notice of Internet Availability, please follow the instructions included on the notice on how to access your Proxy and vote through the Internet or by mail. If you do not vote and you hold your shares in favorstreet name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of eachshares necessary for approval of the other proposals. Abstentions and Broker Non-votes
Abstentions and However, shares that constitute broker non-votes arewill be counted for purposesthe purpose of determining the presence or absence ofestablishing a quorum for the transactionAnnual Meeting.
If you receive more than one Proxy Card or Notice of business. A broker non-vote occurs when a nominee holdingInternet Availability, your shares are registered in more than one name or are registered in different accounts. To make certain all of our Common Stock for a beneficial owner does notyour shares are voted, please follow the instructions included on each Notice of Internet Availability on how to access each Proxy Card and vote on a particular proposal becauseeach Proxy Card through the nominee does not have discretionary voting power with respectInternet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return each Proxy Card you received to ensure that item and has not received instructions fromall of your shares are voted. Expenses of Soliciting Proxies We will pay the beneficial owner. Abstentions and broker non-votes are not treated as a vote cast atexpenses of soliciting Proxies. Following the meeting and therefore they are not counted in tabulationsoriginal mailing of the votes cast on the proposals as a vote against such proposals. Solicitation ofsoliciting materials, we and our agents may solicit Proxies
Proxies may be solicited in person, by mail, email, telephone, facsimile, mailby other similar means, or e-mail by our Directors,in person. Laurel Hill Advisory Group, LLC, a proxy solicitation firm, will assist us in soliciting proxies for the Annual Meeting. We will pay $8,000 for these services, plus out-of-pocket expenses. Our directors, officers and other employees, without additional compensation. Brokers,compensation, may solicit Proxies personally or in writing, by telephone, email or otherwise. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees fiduciaries, and other custodians have been requestedrecord holders to forward copies of the soliciting materialmaterials to persons for whom they hold shares and to request authority for the beneficial ownersexercise of sharesProxies. In such cases, upon the request of our Common Stock held ofthe record by them, andholders, we will reimburse such custodiansholders for their reasonable expenses. The Company will pay the cost of preparing and distributing these proxy materials. If you choose to access the proxy materials and/or vote overthrough the Internet, you are responsible for any Internet access charges you may incur.
A stockholder of record who has given a Proxy may revoke it at any time before it is exercised at the Annual Meeting by: | · | delivering to our Corporate Secretary (by any means, including facsimile) a written notice stating that the Proxy is revoked; |
| · | signing and delivering a Proxy bearing a later date; |
| · | voting again through the Internet or by telephone; or |
| · | attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a Proxy). |
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that organization to revoke any prior voting instructions. Electronic Access to the Proxy Materials The Notice of Internet Availability will provide you with instructions regarding how to: | · | view our proxy materials for the Annual Meeting through the Internet; and |
| · | instruct us to send our future proxy materials to you electronically by email. |
Choosing to receive your future proxy materials by email will reduce the impact of our annual meetings of stockholders on the environment and lower the costs of printing and distributing our proxy materials. If you choose to votereceive future proxy materials by telephone,email, you are responsible for telephone chargeswill receive an email prior to the next meeting with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you may incur.terminate it. If You Have Questions
Attending the Annual Meeting
If you have more questions aboutplan to attend the Annual Meeting, you must be a record or street name holder of our Common Stock as of the proposals,Record Date. If you should contact:are a street name holder of our Common Stock you must obtain a valid “legal” proxy from the institution in whose name your stock is registered in order to attend the Annual Meeting. On the day of the Annual Meeting, each stockholder will be required to present a valid picture identification such as a driver’s license or passport and you may be denied admission if you do not provide valid identification. Seating will begin at 10:30 a.m., and the meeting will begin at 11:00 a.m. Use of cameras, recording devices, computers and other personal electronic devices will not be permitted at the Annual Meeting. Medizone International, Inc.
144 Buena Vista,
Stinson Beach, California 94970
(415) 868-0300
Attention: Edwin G. Marshall,
Voting Results Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives for the benefit of our stockholders. In this and following sections of the Proxy Statement, we summarize some of the principles and practices of corporate governance that we use. Board Responsibilities and Leadership Structure The Board of Directors is responsible for our management and direction and for establishing broad corporate policies. The Board of Directors meets periodically during our fiscal year to review significant developments affecting us and to act on matters requiring Board of Directors’ approval. The positions of Chairman of the Board and Chief Executive Officer are occupied by the different persons, David A. Esposito and David A. Dodd, respectively. Our Board of Directors believes that having an independent Chairman of the Board enables the Chief Executive Officer to focus on running the Company, freeing him from potentially sensitive board leadership tasks such as evaluating and terminating board members. It also ensures that there is true independent oversight of management. 5
PROPOSAL NUMBER 1Code of EthicsWe have adopted a formal, written code of conduct (“Code of Ethics”) within the specific guidelines promulgated by the SEC. This document can be found on our website at http://medizoneint.com. The Code of Ethics applies to our executive officers, as well as all employees and consultants. We have communicated the high level of ethical conduct expected from all of our employees, including our officers and our consultants. We will disclose any changes or amendments to or waivers from the Code of Ethics applicable to our named executive officers by posting such changes or waivers to our website. ELECTION OF DIRECTORS
NomineesRisk Oversight and Management
Our Board of Directors is actively involved in the oversight and management of the material risks that could affect us. Historically, our Board of Directors has carried out its risk oversight and management responsibilities by monitoring risk directly as a full board. The Board’s direct role in our risk management process includes receiving regular reports from our executive officers and other members of senior management on areas of our material risk, including operational, strategic, financial, legal and regulatory risks. Our Board has delegated the oversight and management of certain risks to the Audit Committee and the Compensation Committee. The Audit Committee is responsible for Directorthe oversight of risks relating to accounting matters, financial reporting and related-party transactions. To satisfy these oversight responsibilities, the Audit Committee meets regularly with and receives reports from our Chief Financial Officer and our independent registered public accounting firm.
The Compensation Committee is responsible for the oversight of risk relating to our compensation and benefits programs. To satisfy these oversight responsibilities, the Compensation Committee meets regularly with and receives reports from our Chief Executive Officer and Chief Financial Officer to understand the financial, human resources and stockholder implications of compensation and benefits decisions. Certain Relationships and Related Party Transactions Our Board of Directors adopted a related-person-transactions policy providing that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our Common Stock and any member of the immediate family of and any entity affiliated with any of the foregoing persons, namedare not permitted to enter into a material related person transaction with us without the review and approval of our Audit Committee, or a committee composed solely of independent directors in the enclosed proxy cardevent it is inappropriate for our Audit Committee to review such transaction due to a conflict of interest. The policy provides that any request for us to enter into a transaction with a related party in which the amount involved exceeds $120,000 will be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee will consider the facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, and the extent of the related person’s interest in the transaction. On July 6, 2016, we issued promissory notes to Mr. Edwin Marshall, our former Chairman and Chief Executive Officer, Dr. Jill Marshall, Mr. Marshall’s wife and our former Director of Operations, and Dr. Michael Shannon, our President and a member of our Board of Directors. The principal amounts of the promissory notes issued to Mr. Marshall, Dr. Marshall and Dr. Shannon were $1,065,189; $444,583 and $111,109, respectively. The promissory notes were issued in settlement of our liability to these three individuals for accrued and unpaid compensation owed for periods prior to December 31, 2009. Payment of the amounts owning under these notes is due upon the earlier to occur of (a) a change in control of the Company (as defined in the notes), (b) the executive’s death or (c) the executive’s disability as (defined in the notes or in the respective executive’s written employment agreement). In addition, in the case of the notes payable to Mr. Marshall and Dr. Marshall, payment of the notes would be triggered by the Company’s failure to pay the executive’s base salary in accordance with the terms and conditions of the executive’s employment agreement because of disability. In February 2017, Mr. Marshall and Dr. Marshall resigned from their positions with us and their employment was terminated. At that time, we entered into Separation and Termination Agreements with Mr. and Dr. Marshall (the “Marshall Severance Agreements”). Under the terms of the Marshall Severance Agreements, we agreed to the modification of the promissory notes we previously issued to them to require monthly principal payments to Mr. Marshall of $14,000 and to Dr. Marshall of $6,900 and to waive interest except in the event of a default. We made the first payments under the notes, but have been selectedin default under both notes since April 2017 and, as of December 31, 2017, we owed principal payments for approximately nine months totaling $122,500 to Mr. Marshall and to Dr. Marshall totaling $55,900. In addition, under the terms of the notes, as a result of our default, the notes now accrue interest until payment of the default amounts at the rate of 5% of the total amount of the notes.
During the year ended December 31, 2017, four directors and officers participated in two of our private placements of our Common Stock in which they collectively purchased 10,333,334 shares of our Common Stock at prices ranging from $0.05 to $0.06 per share. One of the offerings was made at a discount to the market price of the Common Stock on the same terms offered to non-affiliated investors. The participation of Mr. Esposito in such offering was approved by the disinterested members of the Board of Directors.
Other than the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed in the section of this Proxy Statement titled “Executive Compensation,” during our last two completed fiscal years, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets as of year-end for the last two years and in which any related party had or will have a direct or indirect material interest. Director Independence
Our Common Stock is currently quoted on The OTC Marketplace or “OTCQB”, which does not impose standards relating to director independence or the makeup of committees with independent directors or provide definitions of independence. In accordance with the rules of the SEC, we determine the independence of our directors by reference to the rules of the Nasdaq Stock Market (“NASDAQ”). The Board has determined that we have three independent directors, Mr. Esposito, Mr. Caponi and Mr. Meyer. There were no transactions, relationships or arrangements not disclosed under the caption “Certain Relationships and Related Party Transactions” that were considered by the Board of Directors under the above applicable independence definitions in determining that Messrs. Esposito, Caponi and Meyer are independent. Specifically, the Board also has determined that each independent director also qualifies as “independent” as the term is used in Item 407 of Regulation S-K as promulgated by the SEC, and as that term is defined under NASDAQ Rule 4200(a)(15). In addition, each member of the Audit Committee is independent as required under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Communication with Directors Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of the Board of Directors or a specific member of our Board of Directors may do so by letters addressed to the attention of our Corporate Secretary. The address for these communications is: c/o Medizone International, Inc., 350 East Michigan Avenue, Suite 500, Kalamazoo, MI 49007, Attn: Corporate Secretary. All communications are reviewed by the Corporate Secretary and provided to the members of the Board of Directors, provided that sales materials; abusive, threatening or otherwise inappropriate materials; and other routine items and items unrelated to the duties and responsibilities of the Board of Directors, will not be provided to directors. Availability of Corporate Governance Documents Certain of our corporate governance documents, including our Code of Ethics, are available on our website at www.medizoneint.com. The Board of Directors meets periodically during our fiscal year to review significant developments affecting us and to act on matters requiring Board of Directors’ approval. The Board of Directors held 12 meetings during the fiscal year ended December 31, 2017, the Audit Committee held one meeting during such fiscal year, and the Compensation Committee held one meeting during such fiscal year. During the year 2017, each member of the Board of Directors participated in at least 80 percent of the meetings held by the Board, except Mr. Caponi, who participated in 58 percent of the meetings. Committees of the Board of Directors Our Board of Directors has established an Audit Committee and a Compensation Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors. We do not have a standing Nominating and Corporate Governance Committee. Audit Committee The Audit Committee of the Board of Directors is a standing committee that has been established as proxiesrequired by Section 3(a) of the Exchange Act. As of the date of this Proxy Statement, the members of the Audit Committee are Mr. Esposito (Chairman), Mr. Meyer and will voteMr. Caponi. The Board has determined that Mr. Meyer and Mr. Caponi are each considered to be an “audit committee financial expert,” as defined by the shares representedapplicable regulations promulgated by valid proxiesthe SEC under the Exchange Act. The Board also believes that each member of the Audit Committee meets stock exchange requirements regarding financial literacy.
The authority and responsibilities of the Audit Committee are set forth in a charter adopted by the Board of Directors and include: (i) appointing our independent registered public accounting firm; (ii) reviewing, approving and monitoring the scope and cost of any proposed audit and non-audit services that are provided by, as well as the qualifications and independence of, the independent registered public accounting firm; (iii) reviewing and monitoring with the independent registered public accounting firm, and any internal audit staff, the results of audits, any recommendations from the independent registered public accounting firm and the status of management’s actions for implementing such recommendations, as well as the quality and adequacy of our internal financial controls and any internal audit staff; and (iv) reviewing and monitoring our annual and quarterly financial statements and the status of material pending litigation and regulatory proceedings. The Audit Committee met one time in 2017. Compensation Committee The Compensation Committee of the Board of Directors includes Mr. Caponi as Chairman, with Mr. Meyer and Mr. Esposito as additional members. Mr. Caponi and Mr. Meyer are considered “outside directors” as defined by Section 162(m) of the Internal Revenue Code; all members are non-employee directors as defined by the applicable regulations promulgated by the SEC under the Exchange Act. The Compensation Committee’s responsibilities include: (i) reviewing and recommending to the full Board of Directors the salaries, bonuses, and other forms of compensation and benefit plans for management and (ii) administering our equity compensation plans. The duties of the Compensation Committee as the administrator of those plans include, but are not limited to, determining those persons who are eligible to receive awards, establishing terms of all awards, authorizing grants of awards, and interpreting the provisions of the equity compensation plans and grants that are made under those plans. The Compensation Committee met once in 2017. It operates under a written charter that was adopted by our Board of Directors and satisfies the applicable standards of the SEC. Board Attendance at theAnnual Stockholders’ Meeting Our policy is to invite and encourage each member of our Board of Directors to be present at our annual meetings of stockholders in person if their schedules permit. Our last Annual Meeting of Stockholders was held on December 15, 2016, and adjournments thereof. Unless otherwise instructedthree of our directors attended that meeting. The following table summarizes the compensation paid to the non-employee members of the Board of Directors during the year ended December 31, 2017.
Director Compensation Table | Name | | Fees earned or paid in cash
($) | | | Stock awards
($) | | | Option awards
($) | | | Non-equity incentive plan
compensation
($) | | | Nonqualified deferred
compensation earnings
($) | | | All other compensation
($) | | | Total
($) | | | (a) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | Vincent C. Caponi(1) | | | -- | | | | -- | | | | 74,147 | | | | -- | | | | -- | | | | -- | | | | 74,147 | | Stephen F. Meyer (2) | | | -- | | | | -- | | | | 11,205 | | | | -- | | | | -- | | | | -- | | | | 11,205 | | Dwayne Montgomery(3) | | | -- | | | | -- | | | | 18,644 | | | | -- | | | | -- | | | | -- | | | | 18,644 | | Daniel Hoyt(4) | | | -- | | | | -- | | | | 74,147 | | | | -- | | | | -- | | | | -- | | | | 74,147 | |
(1) As of December 31, 2017, Mr. Caponi had options to purchase 2,750,000 shares of Common Stock. Mr. Caponi voluntarily surrendered all of his outstanding options on February 16, 2018. (2) As of December 31, 2017, Mr. Meyer had options to purchase 500,000 shares of Common Stock. (3) Mr. Montgomery resigned from our Board of Directors effective August 31, 2017. His vested options were forfeited on November 29, 2017. (4)Mr. Hoyt retired from our Board of Directors on June 21, 2017. His vested options will expire upon the earlier of three years from his retirement date or unlessthe termination date stated in the grant documents. As of December 31, 2017, Mr. Hoyt had vested options to purchase 2,500,000 shares of Common Stock. On February 19, 2018, Mr. Hoyt voluntarily surrendered options to purchase 500,000 shares of Common Stock. ELECTION OF DIRECTORS Vincent C. Caponi, David A. Dodd, David A. Esposito, Stephen F. Meyer, and Michael E. Shannon currently serve as our Board of Directors. Directors serve a one-year term of office and until his successor is duly elected and qualified or until such director’s death, resignation or removal. The current directors, re-nominated by the Board of Directors, will stand for re-election to serve until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. Directors are elected by a plurality of the votes cast (meaning that the five director nominees who receive the highest number of shares voted “for” their election are elected). With respect to the election of directors, you may vote “for” or “withhold” authority to vote is withheld,for each of the enclosed proxynominees for the Board. “Withhold” votes and broker non-votes are not considered votes cast and will have no effect on the election of the nominees. Shares represented by proxies will be voted for“FOR” the election of each of the five nominees listed below. All ofnamed above, unless the nominees currently serve as directors of the Company. Each duly elected director will hold office until his successor shall have been elected and qualified. Although the Board of Directors of the Company does not contemplate thatProxy Card is marked to withhold authority to so vote. If any of the nominees will benominee for any reason is unable to serve ifor for good cause will not serve, the Proxies may be voted for such a situation arises priorsubstitute nominee as the Proxy holder might determine. Each nominee has consented to the Annual Meeting, the personsbeing named in the enclosedthis Proxy will voteStatement and to serve if elected. Proxies may not be voted for more than five directors. Stockholders may not cumulate votes in the election of such other persons as may be nominated by the Board of Directors. The election of a nominee for director requires the affirmative vote of a plurality of the shares cast at the Annual Meeting. This means that the nominees receiving the greatest number of votes will be elected, even if they receive less than a majority of the votes eligible to be cast at the meeting. If you do not want to vote your shares for a particular nominee, you may so indicate in the space provided on the proxy card or on the voting instruction card. In the unanticipated event that any of the nominees is unable or declines to serve, the proxy holder will have the discretion to vote the proxy for another person, as shall be designated by the Board of Directors to replace the nominee, or, in lieu thereof, the Board may reduce the number of directors.
THE
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR “FOR” ELECTION OF EACH OF THE ELECTION OF
EACH NOMINEE LISTED BELOW.FIVE NOMINATED DIRECTORS. Set forth in the table below is certain information regarding our directors, are elected annually and hold office until the next annual meeting of our stockholders or until their successors are elected and qualified. The nominees for director, each of whom is currently anominated to be re-elected at the Annual Meeting, based on information furnished to us by the director as of April 2, 2018. Additional biographical information for each director nominee is set forth below the Company, are the following:table. Edwin G. Marshall
| Name | | Age | | Position | | David A. Esposito | | 49 | | Director, Chairman of the Board | | David A. Dodd | | 68 | | Director, Chief Executive Officer | | Michael E. Shannon | | 70 | | Director, President and Chief Scientific Officer | | Stephen F. Meyer | | 60 | | Director | | Vincent C. Caponi | | 67 | | Director |
Mr. Marshall is the Chairman (since June 1997) and Chief Executive Officer (since April 1998) of the Company. He has been a full-time employee of the Company since June 1997. Mr. Marshall attended Santa Rosa Junior College and the College of Marin, studying fire science and business administration. From 1964 to 1978, Mr. Marshall worked in the fire service in a city with a major chemical industrial complex, leaving with the rank of Captain. A private investor since 1973, he went to work in the real estate business in 1978. From 1978 until 1995, Mr. Marshall pursued various business pursuits, including managing his personal investments.
Richard G. Solomon
Mr. Solomon is a Director of the Company and also serves as an Executive Officer of its affiliate, Medizone New Zealand Limited. Mr. Solomon has been a stockholder of the Company since 1992. In 1995, Mr. Solomon joined with the Company to form Medizone New Zealand as a 50/50-owned joint venture. Between January 1996 and February 1997, Mr. Solomon was one of the Company’s directors. He was reappointed to the Board of Directors in May 2000. Mr. Solomon received a Bachelor of Commerce degree (University of Otago), and a Diploma of Business and Industrial Administration (University of Auckland). He is an Associate Chartered Accountant. Mr. Solomon’s career has been in business and investment. For 20 years he developed and operated a private hospital operating company, Haven Care Hospitals Limited. He was a long-standing board member and president of the New Zealand Hospitals Association and
6
he was instrumental in the establishment of the New Zealand Council of Healthcare Standards, Inc., now known as Quality Health New Zealand.
Daniel D. Hoyt
Mr. Hoyt joined our board asDavid A. Esposito became a director in January 2002. Mr. Hoyt is a graduate of the University of Indiana, where he received a Bachelor of Science degree in Business Administration. Over the past 25 years, he has become a recognized leader in the life insurance industry, working as a career agent for American United Life Insurance Company. Mr. Hoyt’s clients have ranged from large public companies to small private businesses. In recent years he has spent most of his time in public speakingFebruary 2014 and relationship building in the insurance industry. His previous work experience includes seven years with Merrill Lynch as well as serving as the Chief Executive for the Chamber of Commerce in three Indiana communities. Mr. Hoyt currently serves as the Chairman of our Board. From March 1, 2017 through September 18, 2017, he served as Interim Chief Executive Officer. Mr. Esposito is the President and CEO of Armune BioScience, Inc., an early stage medical diagnostics company focused on developing and commercializing unique technology for diagnostic and prognostic tests for prostate, lung, and breast cancers. Mr. Esposito also is a director of Allergenis, Inc., an early stage allergy diagnostics company. From 2011 to 2013, Mr. Esposito was Vice President, Commercial Operations, at Thermo Fisher Scientific. Before joining Thermo Fisher Scientific, he was President and General Manager of Phadia US Inc., a specialty diagnostics company, from 2009 until its acquisition by Thermo Fisher Scientific in 2011. He was employed in various positions by Merck & Co., Inc. from 1996 to 2009, including stints as Executive Director of the Respiratory Marketing Team (2006-2007), New Commercial Model (2007-2008), and US Commercial Strategy (2008-2009). He was a combat infantry officer (Lt., US Army Infantry, 101st Airborne Division) from 1990-1993 and served in Operation Desert Storm in 1991, where he was awarded the Bronze Star Medal for combat action in Iraq. He received a BS degree in civil engineering at the United States Military Academy (West Point), and an MBA from Syracuse University. He also completed an executive education program, Competitive Marketing Strategy Program, at The Wharton School (University of Pennsylvania). Mr. Esposito chairs our Audit Committee and is a member of the Compensation Committee. Our Board believes that Mr. Esposito’s extensive industry experience qualifies him to serve as a member of our Board.
David A. Dodd became a director and Chief Executive Officer in September 2017. Since March 2010, Mr. Dodd has been a member and, since January 2011, Chairman of the Board of Biological Systems,Directors of GeoVax Labs, Inc. (OTC: GOVX), a privately held corporation involved with bio-cleansing remediation systemspublicly-traded vaccine development company. From April 2013 to July 2017, he served as President and Chief Executive Officer, and as a member of the Board of Directors, of Aeterna Zentaris Inc. (Nasdaq: AEZS), a publicly-traded drug development company. He was Chairman of the Board of Directors of Aeterna Zentaris Inc. from May 2014 to May 2016. Mr. Dodd continues to serve as a member of the Board of Directors of Aeterna Zentaris Inc. He is also the Chief Executive Officer of RiversEdge BioVentures, an investment and advisory firm focused on the life sciences and pharmaceuticals industries, which he founded in 2009. From December 2007 to June 2009, Mr. Dodd was President, Chief Executive Officer and Chairman of BioReliance Corporation, a privately-owned organization that provided biological safety testing, viral clearance testing, genetic and mammalian toxicology testing and laboratory animal diagnostic services testing. From October 2006 to April 2009, he served as non-executive chairman of Stem Cell Sciences Plc., a publicly-traded research products company. Before that, Mr. Dodd served as President, Chief Executive Officer and Director of Serologicals Corporation (Nasdaq: SERO) before it was sold to Millipore Corporation in July 2006 for animal fats$1.5 billion. For five years prior to his employment by Serologicals Corporation, Mr. Dodd served as President and oil-based materials.Chief Executive Officer of Solvay Pharmaceuticals, Inc. and Chairman of its subsidiary Unimed Pharmaceuticals, Inc. He has more than 35 years of executive experience in the healthcare industry. Our Board believes that Mr. Dodd’s extensive industry experience qualifies him to serve as a member of our Board of Directors and our Chief Executive Officer.
Dr. Michael E. Shannon M.A., M.Sc., M.D. Dr. Shannon has served as Senior Medical Advisor to the Company since 2002. He, became a director on August 18, 2008, President in 2011 and assumed responsibility as Director of Medical Affairs.Chief Scientific Officer in 2018. In October 2008, Dr. Shannonhe was appointed President of the Canadian Foundation for Global Health.Health, a not-for-profit association founded by the Company. Dr. Shannon received his medical degree from Queen’s University in Canada, which included advanced training in surgery and sports medicine. He also holds post-graduate degrees in neurochemistry and physiology. He has been actively engaged in applied medical research within these areas for over 2728 years. He served in the Canadian Forces for 31 years, retiring at the rank of Commodore (Brigadier General equivalent) as Deputy Surgeon General for Canada. During the first Gulf War, Dr. Shannon served as the senior medical liaison officer for all of the Canadian forces. In 1996, he assumed responsibilities within Health Canada for re-organizing the Canadian blood system. Working with both the provincial and federal governments, he oversaw the development of a new corporate entity dedicated exclusively to the management of blood services in Canada. He was then appointed Director General for the Laboratory Centre for Disease Control, a position he held for three years. In December 2000, Dr. Shannon left the Canadian federal government to pursue a new career in industry. In that capacity, he simultaneously directed a phase III clinical trial in Canada, the United States and Great Britain for an artificial blood substitute product. Following completion of that work, he was asked to accept a special assignment with the Canadian Federal Government Auditor General’s office to conduct a cost benefit analysis of all government sponsored pharmacare programs and make recommendations directly to Parliament.the Parliament of Canada. His assignment and presentation to Parliament was completed in November 2004. Dr. Shannon then served on a special assignment to the Canadian Public Health Agency (Centers for Disease Control equivalent in the United States) as Senior Medical Advisor. His responsibility was to direct the rebuilding of the Emergency Medical Response Capacity for Canada. In this regard and under his direction, the largest emergency medical response exercise in the history of the country, involving the overnight construction of a mobile hospital, hundreds of doctors and thousands of patients, was successfully held in Toronto in December of 2007. Dr. Shannon has been actively engaged in medical bio-oxidative (O3 based)(O3) based research since 1987 and was directly responsible for the first human clinical trial to have ever been approved in North America which examined the efficacy of O3O3 delivered via minor autohemotherapy in the treatment of AIDS. He was also responsible for several primate studies utilizing O3 O3 involving scientists from various departments within the Canadian Federal Government, as well as senior investigators from the Company and Cornell University.
Executive Officers
Officers are selected by and Dr. Shannon’s qualifications to serve at the discretionas a member of the Board of Directors. ThereDirectors include his extensive medical research and related experience and other accomplishments noted above.
Vincent C. Caponi became a director in October 2014. Mr. Caponi retired from Ascension Health in 2017 and now serves as an independent consultant for the Ascension Health system. He served as President and CEO of St. Vincent Medical Center in Bridgeport, CT from July 2016 to July 2017. Until July 2013, Mr. Caponi served as the Chief Executive Officer of St. Vincent Health, growing the St. Vincent Health ministry to a 22-hospital system serving central and southern Indiana. St. Vincent Health is no family relationshipone of Indiana’s largest employers. Ascension Health of St. Louis, Missouri – the sponsor of St. Vincent Health – is the nation’s largest Catholic non-profit health systems with 130 hospitals located in 28 states. Mr. Caponi is the former Executive Board Chair for St. Vincent Health (2013-2015) and Executive Board Chair for Ascension Texas (2014-2016). Mr. Caponi also served as the special representative for Ascension Health in the Cayman Islands at Health City Cayman Island hospital, a joint venture between or among anyAscension Health and Narayana Health, India. In the first quarter of 2016, Mr. Caponi served as the Interim CEO for Ascension Wisconsin and now is a special advisor for that ministry. Mr. Caponi is the Chairman of our Compensation Committee and serves on our Audit Committee. Our Board believes that Mr. Caponi’s extensive executive experience in the healthcare industry qualifies him to serve on our Board.
Stephen F. Meyer became a director in May 2017. Mr. Meyer was the President and Chief Executive Officer of Welch Allyn, Inc., a privately-held developer, manufacturer and marketer of frontline care devices and diagnostic solutions, headquartered in Skaneateles Falls, New York from December 2010 until the company’s merger with Hill-Rom, Inc. in October 2015. He joined Welch Allyn in 1981 as a sales representative in Detroit, Michigan. Mr. Meyer held a series of executive and senior leadership roles in a variety of areas from international sales and marketing to product development, operations, and general management. As President and CEO, Mr. Meyer navigated Welch Allyn during a time of substantial industry change, developing and executing a new strategy, restructuring the business, engaging more deeply with customers, and becoming more acquisitive. Mr. Meyer is an executive advisor to Beecken Petty O’Keefe & Company, a private equity management firm that focuses on the healthcare industry, is a member of the boards of directors of Paragon Medical, Inc. and executive officers. SRC Ventures, Inc., and is an advisor to Medical Distribution Solutions, Inc., a leading publicity and content company in the health care business and is an advisor to the founder of Vitls, an early-stage company focused on remote patient monitoring. He also is a founder and the managing director of River Marsh Capital, LLC, a firm investing primarily in healthcare developments which enhance and improve health, and providing corporate advisory services to companies, private equity, and venture firms. He is a past board member of TIDI Medical Products LLC, a past board member and chair of MedTech (Central New York’s Medical Technology Association), a past board member and president of the Health Industry Manufacturers Marketing Council, a past board member of AdvaMed and Medical Device Manufacturers Association, and past board member of AAFP’s Foundation. Mr. Meyer received a Bachelor of Science in Biology from Alma College and earned a Master’s of Business Administration from the William E. Simon Graduate School of Business at the University of Rochester, New York. In addition to the achievements noted above, our Board believes that Mr. Meyer’s experience in marketing and product development in the healthcare industry qualify him to serve as a member of our Board of Directors. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerningas of April 2, 2018 (the “Table Date”) regarding the number of shares of Common Stock beneficially owned by (i) each of our named executive officers and directors; and (ii) all officers and directors as a group. We are not aware of June 26, 2009:any person who beneficially owned five percent or more of our Common Stock as of the Table Date.
Unless otherwise indicated, each owner in the table has sole voting and investment power over the shares of Common Stock indicated. Beneficial ownership is determined in accordance with the Rule 13d-3 promulgated under the Exchange Act and includes voting or investment power with respect to shares beneficially owned.
Title of class | | Name and Address of beneficial owner (1) | | Amount and nature of beneficial ownership | | | Percentage of class (2) | | | Common Stock | | Vincent C. Caponi, Director | | | - | | | | - | | | Common Stock | | David A. Dodd, Director and Chief Executive Officer | | | 2,000,000 | | | | * | | | Common Stock | | David A. Esposito, Chairman of the Board | | | 9,773,334 | | | | 2.39 | | | Common Stock | | Stephen F. Meyer, Director(3) | | | 750,000 | | | | * | | | Common Stock | | Michael E. Shannon, Director, President and Chief Scientific Officer(4) | | | 3,388,048 | | | | * | | | Common Stock | | Stephanie L. Sorensen, Chief Financial Officer | | | - | | | | - | | | Common Stock | | All Officers and Directors as a Group (8 persons) | | | 16,911,382 | | | | 4.05 | |
______________ * Less than one percent (1) Except as otherwise indicated, the address of the stockholder is: c/o Medizone International, Inc., 350 East Michigan Avenue, Suite 500, Kalamazoo, MI 49007. (2) Based on a total of 415,191,788 shares outstanding. (3) Includes 500,000 shares owned by River Marsh Capital, LLC, of which Mr. Meyer is a managing partner, and 250,000 shares that are subject to vested options. (4) Includes 888,048 shares owned by Mr. Shannon and 2,500,000 shares subject to vested options. The names of our executive officers, their ages as of April 2, 2018, and their positions are shown in the table below. Additional information regarding the officers follows the table. | | | | | | | | Name | | Age | | Position | Edwin G. MarshallDavid A. Dodd | | | 67 | | | Chairman of the Board, Chief Executive Officer | Richard G. Solomon | | | 66 | 68 | | Director, | Daniel D. Hoyt | | | 69 | | | Director Chief Executive Officer | | Michael E. Shannon | | | 60 | 70 | | Director, President, and Chief Scientific Officer | Steve M. HanniStephanie Sorensen | | | 40 | 48 | | Chief Financial Officer | | Philip A. Theodore | | 64 | | Executive Vice President – Operations and Administration, General Counsel and Corporate Secretary | | Jude P. Dinges | | 59 | | Executive Vice President, Chief Commercial Officer |
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Biographical information concerning members of ourThe Board of Directors (who are also nominees for director to be voted uponchooses executive officers, who serve at the Annual Meeting)discretion of our Board. There is contained above underno family relationship between any of the caption “Nominees for Director.” The following information is provided regarding our remainingdirectors or executive officers. In addition to those officers and directors,any other director or executive officer of the Company.
Each of Mr. Dodd’s and Dr. Shannon’s biographies are included under Proposal No. 1, Election of Directors under “Director Biographies.”
Stephanie L. Sorensen has been our Chief Financial Officer is Steve M. Hanni. Mr. Hanni became Chief Financial Officer in April 2002. Mr. Hanni is a Certified Public Accountant, licensed in Utahsince October 2016. Ms. Sorensen also currently serves part-time as the Corporate Controller for Q Therapeutics, Inc. and Nevada. He graduated from Weber State University withElute, Inc. both a Bachelor and Masters Degree in accounting. He is a member of the Utah Association of Certified Public Accountants and the American Institute of Certified Public Accountants. He also has served on the Practice Advisory Council and other committees for the Utah Association of Certified Public Accountants. Mr. Hanni has taught auditing at Westminster College and accounting at Weber State University. Since 2001, Mr. Hanni has been engaged in public practice with the firm of Stayner, Bates & Jensen, PC, Certified Public Accountants, in Salt Lake City, Utah. Q Therapeutics, Inc. is a clinical-stage biopharmaceutical company that is developing human cell-based therapies that can be sold as “off-the-shelf” pharmaceuticals intended to treat neurodegenerative diseases of the brain and spinal cord. Elute, Inc. is a start-up privately held company developing and commercializing a new class of polymer-controlled drug delivery devices designed to prevent and treat orthopedic and other surgical bone infections. From October 2009 to August 2012, Ms. Sorensen was the Assistant Controller of World Heart Corporation, a publicly traded medical device company that had developed a ventricular heart valve for late stage heart failure patients as a bridge-to-transplant solution. World Heart was acquired by HeartWare International, Inc. in 2012. From November 2007 to October 2009, Ms. Sorensen was the Assistant Controller of Amedica Corporation, a medical device company that developed and sold ceramic spinal implants. Prior to Amedica, Ms. Sorensen held various operational and financial positions for both private and public companies in the pharmaceutical, telecommunications and software development industries.
Philip A. Theodore has been our Executive Vice President – Operations and Administration, General Counsel and Corporate Secretary since November 1, 2017. Mr. HanniTheodore is a graduate of the University of Cincinnati College of Law, and holds a B.A. (Political Science) from the University of Tennessee at Chattanooga. Before joining Medizone, Mr. Theodore served as Vice President, Chief Administrative Office, General Counsel and Corporate Secretary with Aeterna Zentaris Inc. from October 2014 through July 2017. Prior to joining Aeterna Zentaris, he served as Vice President, General Counsel and Corporate Secretary of Zep Inc. from July 2010 through September 2014; as Senior Vice President and General Counsel of John H. Harland Company, from September 2006 to September 2007; and as Vice President, General Counsel and Corporate Secretary of Serologicals Corporation from 2004 through August 2006. Mr. Theodore was previously a partner in the corporate practice of King & Spalding, LLP, an Atlanta-based law firm, from 1986 through 2003. Jude P. Dinges joined us as Executive Vice President, Chief Commercial Officer effective as of January 30, 2018. Mr. Dinges began his career nearly 30 years ago as a professional sales representative at Bristol Laboratories and later at Merck & Co., where he was promoted to positions with increased responsibilities in training, sales, management, marketing and market development. While at Merck, Mr. Dinges won multiple awards, including the firmPresident’s Achievement Award in 2001, awarded to one of HJ32 Business Directors each year. He received the Change Agent Award for his market development prelaunch business planning and contributions to sales force execution, while launching the blockbuster brands Cozaar®, Fosamax®, Singulair®, Maxalt®, Vioxx®, and Vytorin®. He was recognized with a Career Achievement Award for his consistent top performance as a Senior/Executive Business Director. Mr. Dinges joined Novartis Pharmaceuticals in 2006 and led his region to top performance in the launch of Tekturna® while balancing a broad antihypertensive portfolio across several Novartis divisions. His region also led the nation in market share for Exelon® and Exelon Patch®. In 2008, Mr. Dinges became the Respiratory & Associates, LLC,Infectious Disease Specialty Medicines Director. In 2009, Mr. Dinges joined Amgen Inc. as Executive Director of Region Sales, Bone Health Business Unit. Mr. Dinges led his region team to a public accounting firm that actshighly successful launch of monoclonal antibody, Prolia®, across the southeastern United States and Puerto Rico. Most recently Mr. Dinges served as our independent public accountant in connection with the auditSenior Vice President, Chief Commercial Officer of our annual reports and the review of our quarterly financial reports.Aeterna Zentaris, Inc. Transactions with Related Persons
The Company owes accrued and unpaid compensation to its Chairman and CEO, Edwin G. Marshall. The Company also owes accrued and unpaid compensation to its Chief Financial Officer and to former officers. The Company has not entered into any transactions with related persons during the last two completed fiscal years that resulted in indebtedness or otherwise involved amounts in excess of the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years.EXECUTIVE COMPENSATIONDirector Independence
Our Board of Directors has determined that Daniel Hoyt, a member of the Board of Directors, is an independent director. Except for Mr. Hoyt, the Company currently has no other independent directors as defined by the rules of any securities exchange or inter-dealer quotation system. The Company’s Common Stock was previously traded on the OTC Bulletin Board and is now quoted on the Pink Sheets. These markets do not impose standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence. There are currently no standing committees of the Board of Directors.
Corporate Governance
The Board of Directors is elected by and is accountable to the stockholders of the Company. The Board establishes policy and provides strategic direction, oversight, and control of the Company. The Board met three times during the year ended December 31, 2008. All directors attended 100% of the meetings of the Board with one exception in which a director was unavailable and authorized the Chairman by proxy to vote on his behalf. The Board has no separate audit, compensation, nominating or other committees.
Code of Ethics
The Company has adopted a formal, written code of conduct within the specific guidelines as promulgated by the Securities and Exchange Commission and within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002. This document can be found on the Company’s website athttp://www.medizoneint.com. The Company’s Code of Ethics applies to its named executive officers, as well as all other employees. The Company has communicated the high level of ethical conduct expected from all of its employees, including its officers.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders owning more than 10% of the shares are required by regulation of the Securities and Exchange Commission to furnish the Company with copies of all forms filed by them under Section 16(a). The Company is not aware of any transactions in its Common Stock by or on behalf of any director, executive officer or 10% stockholder, which would require the filing of any report pursuant to Section 16(a) during the fiscal year ended December 31, 2008, that was not timely filed with the Commission, except for the following reports which are expected to be filed during April 2009, once the necessary filing codes are obtained:
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| • | | Edwin G. Marshall, the Company’s Chairman and CEO, filed a Form 5 during April 2009 reporting the issuance of 2,500,000 shares of Common Stock issued to Mr. Marshall on May 12, 2008 for services rendered valued at $50,000; | | | • | | Richard G. Solomon, a Company director, filed a Form 5 during April 2009, reporting the issuance of 2,500,000 shares of Common Stock issued to Mr. Solomon on May 12, 2008 for services rendered valued at $50,000, or $0.02 per share, and 125,000 shares of Common Stock on May 14, 2008 for cash proceeds previously received totaling $2,500, or $0.02 per share; | | | • | | Daniel Hoyt, a Company director, filed a Form 5 during April 2009, reporting the issuance of 2,500,000 shares of Common Stock issued to Mr. Hoyt on May 12, 2008 for services rendered valued at $50,000, or $0.02 per share, 5,338,333 shares of Common Stock on May 12, 2008 for cash proceeds previously received totaling $107,600, or $0.02 per share, and 409,075 shares of Common Stock on May 12, 2008 in lieu of outstanding debt with the Company totaling $8,181, or $0.02 per share; | | | • | | Dr. Michael E. Shannon, a Company director, filed a Form 5 during April 2009, reporting the issuance of 1,250,000 shares of Common Stock issued to Mr. Shannon on May 12, 2008 for services rendered valued at $25,000, or $0.02 per share, and | | | • | | Steve M. Hanni, the Company’s CFO, filed a Form 5 during April 2009, reporting the issuance of 1,250,000 shares of Common Stock issued to Mr. Hanni on May 12, 2008 for services rendered valued at $25,000, or $0.02 per share. |
Executive Compensation
The following Summary Compensation Table shows the total compensation paid in the last two completed fiscal years to each person who served as our Chief Executive Officer for each(our principal executive officer) during 2017 and to our two other most highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers as of the past three years.December 31, 2017 (“Named Executive Officers”).
Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nonequity | | Nonqualified | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive | | Deferred | | | | | | | | | | | | | | | | | | | | | | | | Option | | Plan | | Compensation | | All other | | | | | | | | | | Salary | | Bonus | | Stock Awards | | Awards | | Compensation | | earnings | | compensation | | Total | | Name and Principal Position | | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | Edwin G. Marshall (1) | | | 2008 | | | $ | 170,000 | (2) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 170,000 | | | Chairman and CEO | | | 2007 | | | $ | 170,000 | (3) | | $ | 0 | | | $ | 50,000 | (5) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 220,000 | | | | | | 2006 | | | $ | 170,000 | (4) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 170,000 | |
| Name and principal position | | Year | | Salary
($) | | Stock awards
($) | | Option awards
($) | | Other
($) | | Total
($) | | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | Edwin G. Marshall (1) Former Chairman and Chief Executive Officer | | 2017 | | 32,500 | | -- | | 74,147 | | -- | | 106,647 | | 2016 | 195,000 | -- | -- | | -- | 195,000 | | | | | | | | | | | | | | | David A. Esposito(2) Chairman and Former Interim Chief Executive Officer | | 2017 | | 123,750 | | 150,000 | | 74,147 | | 6,800 | | 354,697 | | 2016 | -- | -- | -- | | -- | -- | | | | | | | | | | | | | | | David A. Dodd(3) Chief Executive Officer | | 2017 | | 72,197 | | 60,000 | | -- | | -- | | 132,197 | | 2016 | -- | -- | -- | | | -- | | | | | | | | | | | | | | | Michael E. Shannon (4) President | | 2017 | | 184,704 | | -- | | 74,147 | | -- | | 258,851 | | 2016 | 175,922 | -- | -- | | -- | 175,922 | | | | | | | | | | | | | | | Stephanie L. Sorensen(5) Chief Financial Officer | | 2017 | | 60,000 | | -- | | 18,537 | | -- | | 78,537 | | 2016 | 15,000 | -- | -- | | -- | 15,000 |
(1) On February 28, 2017, Mr. Marshall retired from his position as Chairman of the Board and Chief Executive Officer. Upon termination, Mr. Marshall entered into the Ed Marshall Severance Agreement, which sets forth a payment schedule related to certain promissory notes previously issued to Mr. Marshall with respect to unpaid cash compensation owing to him for prior periods and certain modifications to equity awards previously granted to him under our 2014 Equity Incentive Plan. Among other things, the changes modify the exercise period of the grants from three weeks to three years following the termination of his employment. We are currently in arrears in our obligations under the Marshall Severance Agreements entered into with Mr. Marshall and his wife, Dr. Jill Marshall, whose employment also terminated in February 2017. (2) Mr. Esposito is Chairman of our Board of Directors. He became Interim Chief Executive Officer on March 1, 2017, upon the retirement of Mr. Marshall. In connection with Mr. Esposito’s appointment as Interim Chief Executive Officer, we entered into an employment agreement that provided for the payment of an annual base salary of $225,000 and eligibility for a target bonus equal to 50% of his base salary based on performance goals established by our Board. The amount of salary shown in the table is the amount of salary that was accrued but not paid to Mr. Esposito during the portion of 2017 that he served as Interim Chief Executive Officer. Mr. Esposito agreed to serve without payment until our cash position improves. Mr. Esposito also received a stock award of 1,000,000 shares of Common Stock upon his appointment and was eligible to receive an additional 1,000,000 shares of Common Stock upon the commercialization of the AsepticSure® system in the United States. Mr. Esposito stepped down as Interim Chief Executive Officer when Mr. Dodd was appointed in September 2017, at which time this award expired. In February 2017, while he was serving as a member of our Board of Directors and prior to his appointment as Interim Chief Executive Officer, he received a fully vested stock option grant to purchase 1,000,000 shares of Common Stock pursuant to our 2016 Equity Incentive Plan. Mr. Esposito voluntarily surrendered this option on February 14, 2018. Between March 1, 2017 and August 31, 2017, Mr. Esposito purchased 6,333,334 shares of Common Stock at $0.06 per share for cash in our private placement to accredited investors on terms of the offering provided to unaffiliated investors. The market price of our Common Stock during the offering fluctuated between $0.06 and $0.10 per share. The total discount to market of $6,800 related to the shares purchased by Mr. Esposito is shown in column (f) as “other” compensation. Mr. Esposito’s participation in the offering was approved by disinterested members of the Board of Directors.
(3) Mr. Dodd became Chief Executive Officer on September 18, 2017. At the time of his employment, we entered into a written employment agreement with Mr. Dodd that provides an initial base salary of $250,000 per year and an annual performance bonus with an initial target of 65% of annual base salary, payable upon achievement of targets established by the Board of Directors, including targets related to operating capital levels; commercialization of the AsepticSure® system in the United States; and building and scaling commercial operations, including recruiting of experienced personnel to lead commercialization in the U.S. market. The amount of salary shown in the table is the amount of salary that was accrued but not paid to Mr. Dodd during the portion of 2017 that he served as Chief Executive Officer. Mr. Dodd has agreed to serve without receiving cash compensation until our financial condition will permit us to make cash salary payments to him. Pursuant to his employment agreement with us, Mr. Dodd was granted 1,000,000 restricted shares of Common Stock that were scheduled to vest on March 18, 2018, and 1,000,000 restricted shares of Common Stock that will vest immediately upon the commercialization of the AsepticSure® system in the United States; provided, however, that all such shares will vest immediately in the event of a change of control. On January 3, 2018, Mr. Dodd voluntarily surrendered all rights to the 1,000,000 shares of Common Stock that were scheduled to vest on March 18, 2018.
(4) Dr. Shannon receives a base salary paid in Canadian Dollars of $240,000 per year. The above amounts have been converted to U.S. dollars using the average exchange rate between the Canadian and the U.S. dollar for each year indicated. The average exchange rates were .769601 and .7330075 for 2017 and 2016, respectively. Column (e) represents compensation paid to Dr. Shannon in the form of stock options granted as compensation for Dr. Shannon’s service as a member of our Board of Directors (see “Director Compensation”), valued using the Black-Scholes option pricing model.
(5) Ms. Sorensen became Chief Financial Officer on October 1, 2016. We entered into an employment agreement with Ms. Sorensen that provides for an initial base salary of $60,000 per year. On February 2, 2017, Ms. Sorensen was granted an option to purchase 250,000 shares of Common Stock. Ms. Sorensen voluntarily surrendered this option on January 3, 2018. Change of Control Agreements We have entered into agreements (the “Change of Control Agreements”) with Messrs. Dodd, Dinges, Shannon and Theodore and Ms. Sorensen. The Change of Control Agreements provide that if the employment of any of these executives is terminated by the executive for “Good Reason” (as defined in the Change of Control Agreements) or by us without “Cause” (as defined in the executive’s employment agreement), other than on the account of the executive’s death or disability, in each case within 12 months following a “Change of Control” (as defined in the Change of Control Agreements), the executive will be entitled to receive severance payments (the “Severance Pay”). For purposes of the Change of Control Agreements, the following definitions apply:
| · | “Change of Control” means the occurrence of any of the following: |
(i) one person (or more than one person acting as a group) acquires ownership of our stock that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of our stock; provided that, a Change of Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of our stock and acquires additional stock; (ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of our stock possessing 30% or more of the total voting power of our stock; (iii) a majority of the members of our Board of Directors are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of our Board of Directors before the date of such appointment or election; or (iv) the complete liquidation of us or the sale or other disposition by us of all or substantially all of our assets.
| · | “Good Reason” means any of the following events if effected by us without the executive’s consent within 12 months of the Change of Control: |
(i) a change in the executive’s position that materially diminishes his or her duties, responsibilities, or authority; (ii) a material diminution of the executive’s base salary; (iii) any requirement that the executive relocate or any assignment of duties that would be materially adverse to the maintenance of the principal residence the executive had immediately prior to the Change of Control; (iv) our material breach of the executive’s employment or Change of Control Agreement; or (v) our failure to secure the written assumption of our material obligations under the executive’s employment or Change of Control Agreement from any successor to us. If the Change of Control is one of the events specified in paragraphs (i), (ii) or (iii) of the definition of Change of Control above that values us at more than $100 million, the Severance Pay payable to the executive will equal three times the executive’s annual base salary and target bonus in effect on the date of the Change of Control.
If the Change of Control is one of the events specified in paragraphs (i), (ii) or (iii) of the definition of Change of Control that values us at less than $100 million, but more than $75 million, the Severance Pay will equal two times the executive’s annual base salary and target bonus in effect on the date of the Change of Control.
If the Change of Control is one of the events specified in paragraphs (i), (ii) or (iii) of the definition of Change of Control that values us at less than $75 million, but more than $50 million, the Severance Pay will equal one times the executive’s annual base salary and target bonus in effect on the date of the Change of Control.
If the Change of Control is the event specified in paragraph (iv) of the definition of Change of Control, the Severance Pay will equal one times the executive’s annual base salary and target bonus in effect on the date of the Change of Control.
In addition to the Severance Pay, we are obligated to provide group medical continuation coverage under our group medical plan for the executive, his or her spouse and his or her eligible dependents for 18 months following the date of his or her termination of employment following the Change of Control; provided that the executive is eligible for COBRA and has elected continuation coverage under the applicable rules. In lieu of providing such coverage, we may pay to the executive an amount equal to the cost of such group medical continuation coverage, which amount shall be calculated using the applicable COBRA premium rates in effect for the month in which the termination of employment following a Change of Control occurs.
The Severance Pay and the cost of group medical continuation coverage (if we elect to pay the cost of such coverage to the executive) will be paid to the executive in a lump sum within 90 days. The vesting and exercisability of each option and any other equity award granted to the executive by us (or of any property received by the executive in exchange for such options in a Change of Control) will be automatically accelerated in full upon the termination of his or her employment following a Change of Control.
Risk Assessment of Compensation Programs
Our Compensation Committee, together with management, assesses and considers potential risks when reviewing and approving our compensation programs. Our Compensation Committee believes that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on us.
Outstanding Equity Awards as of Fiscal Year-End 2017 The following table summarizes the outstanding equity awards held by our Named Executive Officers as of December 31, 2017: | | | Option Awards | | | Stock Awards | | | Name | | Number of Securities underlying unexercised options (#) exercisable | | | Number of Securities underlying unexercised options (#) unexercisable | | | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | | | Option exercise price | | | Option expiration date | | | Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested ($) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Edwin G. Marshall Former Chairman and Chief Executive Officer | | | 250,000 1,500,000 1,000,000 | | | | -- -- -- | | | | -- -- -- | | | | 0.163 0.0877 0.10 | | | 4/30/2019 2/28/2020 2/28/2020 | | | | -- -- -- | | | | -- -- -- | | | | -- -- -- | | | | -- -- -- | | David A. Esposito (1) Chairman and Interim Chief Executive Officer | | | 1,000,000 750,000 1,000,000 | | | | -- -- -- | | | | -- -- -- | | | | 0.1095 0.0877 0.10 | | | 2/26/2019 8/18/2020 2/2/2027 | | | | -- -- -- | | | | -- -- -- | | | | -- -- -- | | | | -- -- -- | | David A. Dodd(2) Chief Executive Officer | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | 1,000,000 | | | | 40,000 | | Michael E. Shannon(3) President and Chief Scientific Officer | | | 650,000 1,500,000 1,000,000 | | | | -- -- -- | | | | -- -- -- | | | | 0.13 0.0877 0.10 | | | 8/15/2019 8/18/2020 2/2/2027 | | | | -- -- -- | | | | -- -- -- | | | | -- -- -- | | | | -- -- -- | | Stephanie Sorensen
Chief Financial Officer | | | 250,000 | | | | -- | | | | -- | | | | 0.10 | | | 2/2/2027 | | | | -- | | | | -- | | | | -- | | | | -- | |
| (1) | Mr. Esposito voluntarily surrendered all of his outstanding options on February 14, 2018. |
| (2) | Does not include the following amounts accrued and payable to Mr. Marshall’s wife (Dr. Jill Marshall), also an officer until her resignation on July 1, 2004: $37,000 in 2008 (consulting), $26,000 in 2007 (consulting), and $27,000 in 2006 (consulting). Cash payments of salary and consulting fees made to Dr. Marshall in those years were $7,000 in 2008, $0 in 2007, and $1,000 in 2006. A total of $441,583 in salary and fees has been accruedrestricted stock award for all periods of her employment by the Company and remains unpaid to Dr. Marshall.1,000,000 shares that will vest upon certain performance conditions. | | (2) | | Of the amount indicated, only $74,590 has been paid to Mr. Marshall. The balance has been accrued due to the lack of funds. Aggregate accrued wages owed Mr. Marshall at December 31, 2008 totaled $1,169,339. | |
| (3) | | Of the amount indicated, no amounts have been paid to Mr. Marshall. The amount has been accrued, but has not been paid to Mr. Marshall due to the lack of funds. See note (2).Shannon voluntarily surrendered his option for 650,000 shares on March 1, 2018. | |
| (4) | | Of the amount indicated, only $28,000 has been paid to Mr. Marshall. The balance has been accrued due to the lack of funds. See note (2). | | (5) | | During 2007, the board of directors approved the issuance of 2,500,000Ms. Sorensen voluntarily surrendered her option for 250,000 shares of Common Stock to Mr. Marshall, valued at $0.02 per share, or $50,000. The shares, however, were not issued to Mr. Marshall until May 2008.on January 3, 2018. |
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee selected Tanner LLC (“Tanner”) as our principal independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2018. As a matter of good corporate governance, our Audit Committee has decided to submit its selection of the Company’s principal independent registered public accounting firm to our stockholders for ratification. In the event that Tanner is not ratified by our stockholders, the Audit Committee will review its future selection of Tanner as our principal independent registered public accounting firm. Tanner audited our financial statements for the years ended December 31, 2017 and 2016. Representatives of Tanner are not expected to be present at the Annual Meeting as we do not have any employment agreementswish to incur the expense of their travel to the Annual Meeting. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 2. PRINCIPAL ACCOUNTANT FEES AND SERVICES We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with any employee. Our Board of Directors does not have a compensation committee or audit committee. The Board determines matters concerningour Audit Committee annually. In accordance with standard policy, Tanner periodically rotates the compensation of executive officers. When resources allow, we anticipate that directors will be paid an annual fee and a feeindividuals who are responsible for attendance at meetingsour audit. Tanner performed services consisting of the Boardaudit of our annual consolidated financial statements for 2017 and meetings of committees of2016. In the Board. The following table sets forth information regarding outstanding equity awards atyears ending December 31, 2008 held2017 and 2016, there were no other professional services provided by our named executive officers.Tanner, except for minor tax compliance services.
Outstanding Equity Awards at Fiscal Year-End Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option awards | | Stock awards | | | | | | | | | | | | Equity | | | | | | | | | | | | | | | | | | Equity | | Equity | | | | | | | | | | | | incentive | | | | | | | | | | | | | | | | | | incentive | | incentive | | | | | | | | | | | | plan awards: | | | | | | | | | | | | | | | | | | plan awards: | | plan awards: | | | | Number of | | Number of | | Number of | | | | | | | | | | | | | | | | | | Number of | | Market or | | | | securities | | securities | | securities | | | | | | | | | | | | | | | | | | unearned | | payout value of | | | | underlying | | underlying | | underlying | | | | | | | | | | Number of | | Market value of | | shares, units or | | unearned | | | | unexercised | | unexercised | | unexercised | | Option | | | | | | shares or units | | shares of units | | other rights | | shares, units or | | | | options | | options | | unearned | | exercise | | | | | | of stock that | | of stock that | | that have not | | other rights that | | | | (#) | | (#) | | options | | price | | Option | | have not vested | | have not vested | | vested | | have not vested | | Name | | exercisable | | unexercisable | | (#) | | ($) | | expiration date | | (#) | | ($) | | (#) | | ($) | | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | | | Edwin G. Marshall | | | -0- | | | | -0- | | | | -0- | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
Director Compensation
The following table summarizes compensationthe audit fees (which include quarterly reviews and periodic filings) paid to Tanner for the years ended December 31, 2017 and 2016. The table also includes tax compliance fees paid to Tanner for the years indicated. | | | Years Ended December 31, | | | | | 2017 | | | 2016 | | | Audit Fees | | $ | 33,000 | | | $ | 41,342 | | | Audit Related Fees | | | -- | | | | -- | | | Tax Fees | | | 2,600 | (1) | | | 2,600 | (1) | | All Other Fees | | | -- | | | | -- | | | Total Fees | | $ | 35,600 | | | $ | 43,942 | |
Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by our Audit Committee. Independence Tanner has advised us that it has no direct or indirect financial interest in the Company or its affiliates and that it has had, during the last three years, no connection with the Company or its affiliates, other than as the Company’s independent registered public accounting firm or in connection with certain other activities, as described below. REPORT OF THE AUDIT COMMITTEE The information contained in the following report of our Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee is responsible for reviewing, approving and managing the engagement of the Company’s independent registered public accounting firm, including the scope, extent and procedures of the annual audit and compensation to be paid therefor, and all other matters the Audit Committee deems appropriate, including the Company’s independent registered public accounting firm’s accountability to the Board of Directors duringand the most recent completed fiscal year. Directors who are also employees and officersAudit Committee. The Audit Committee Chairman reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of audited financial statements with US GAAP, its judgment as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the standards of the Public Company are not otherwise compensatedAccounting Oversight Board (“PCAOB”), including PCAOB Auditing Standard No. 16, Communications With Audit Committees, the rules of the Securities and Exchange Commission (SEC) and other applicable regulations, and discussed and reviewed the results of the Company’s independent registered public accounting firm’s examination of the financial statements. In addition, the Audit Committee Chairman discussed with the Company’s independent registered public accounting firm the independent registered public accounting firm’s independence from management and the Company, including the matters in the written disclosures and the letter regarding its independence by Rule 3526 of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee also considered whether the provision of non-audit services was compatible with maintaining the independent registered public accounting firm’s independence.
The Audit Committee Chairman discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audits, and received from them written disclosures and a letter regarding their serviceindependence required. The Audit Committee Chairman meets with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | | | | | | | | | | | Non-equity | | deferred | | | | | | | | Fees earned or | | Stock | | Option | | incentive plan | | compensation | | All other | | | | | | paid in cash | | awards | | awards | | compensation | | earnings | | compensation | | Total | | Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | | | Richard G. Solomon | | $ | 0 | | | $ | 0 | (1) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | Daniel D. Hoyt | | $ | 0 | | | $ | 0 | (1) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | Michael E. Shannon | | $ | 0 | | | $ | 0 | (1) | �� | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | (1) | | During 2007, the board of directors approved the issuance of 2,500,000 shares of Common Stock to Richard G. Solomon, 2,500,000 shares of Common Stock to Daniel D. Hoyt, and 1,250,000 shares of Common Stock to Michael E. Shannon. Each of the shares was valued at $0.02 per share, or a total of $125,000. The shares, however, were not issued to the directors until May 2008. No compensation was paid to the directors for services in 2008. The Company’s Chief Executive Officer, Ed Marshall is also a director. He received no compensation for his services as a director in 2008. |
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Security OwnershipDirectors (and the Board of Certain Beneficial Owners and Management
Equity Compensation Plan Information
The following table sets forth information regarding outstanding awards and shares reservedDirectors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for future issuance under our equity compensation plans as ofthe year ended December 31, 2008.
| | | | | | | | | | | | | | | | | | | | | | | Number of | | | | | | | | | | | securities | | | | | | | | | | | remaining available | | | | | | | | | | | for | | | | | | | | | | | future issuance | | | | | | | | | | | under equity | | | | | | | | | | | compensation plans | | | Number of securities to | | Weighted-average | | (excluding securities | | | be issued upon exercise | | exercise price of | | reflected | | | of outstanding awards | | outstanding awards | | in column (a)) | Plan Category | | (a) | | (b) | | (c) | Equity compensation plans approved by security holders | | | — | | | | n/a | | | | n/a | | Equity compensation plans not approved by security holders | | | — | | | | n/a | | | | n/a | | Total | | | — | | | | n/a | | | | n/a | |
Security Ownership of Certain Beneficial Owners
As of June 26, 2009,2017 for filing with the Company was not aware of any beneficial owners of more than five percent of its outstanding Common Stock other than stockholders who areSEC. The Audit Committee has also officers or directors of the Company whose beneficial holdings of our Common Stock are described below.
Security Ownership of Management
The following table sets forth informationretained Tanner LLC as of June 26, 2009, as to the Company’s Common Stock beneficially owned by our directors, principal executive officer, principal financial officer, principalindependent registered public accounting officer and other executive officers or persons performing similar functionsfirm for the Company (collectively the “named executive officers”) and by all directors and named executive officers as a group:fiscal year ending December 31, 2018.
Audit Committee: David A. Esposito
Vincent C. Caponi
Stephen F. Meyer
| | | | | | | | | | | | | | | | | (3) | | (4) | | (1) | | (2) | | Amount and nature | | Percent | | Title of class | | Name of beneficial owner | | of beneficial ownership | | of class | | Common Stock | | Edwin G. Marshall, Director and Chief Executive Officer | | | 15,909,241 | (1) | | | 7.2 | % | | Common Stock | | Richard G. Solomon, Director | | | 10,210,001 | (2) | | | 4.6 | % | | Common Stock | | Daniel D. Hoyt, Director | | | 20,164,816 | (3) | | | 8.8 | % | | Common Stock | | Michael E. Shannon, Director | | | 3,680,000 | | | | 1.7 | % | | Common Stock | | Steve M. Hanni, Chief Financial Officer | | | 1,400,000 | | | | * | | | Common Stock | | All Officers and Directors As a Group (5 persons)(4) | | | 51,364,058 | | | | 22.5 | % |
| | | * | | Less than 1%. | | (1) | | Amount indicated includes (i) 2,270,000 shares owned of record by Jill Marshall, Mr. Marshall’s wife, (ii) 4,936,507 shares owned of record by Sand Dollar, a limited partnership of which Mr. Marshall is the general partner, (iii) 8,629,366 shares owned directly by Mr. Marshall, (iv) 52,868 shares held by Mr. and Mrs. Marshall as joint tenants and (v) 20,500 shares held in street name. |
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| | | (2) | | Amount indicated includes combined holdings of Mr. Solomon individually, members of his immediate family, and Solwin Investments Ltd. Also includes warrants to purchase 165,000 shares of Common Stock at $0.05 per share, and warrants to purchase 125,000 shares of Common Stock at $0.02 per share. | | (3) | | Includes warrants to purchase 8,247,408 shares of Common Stock at prices ranging from $0.02 to $0.20 per share, and 11,917,408 shares owned of record. | | | (4) | | Based on a total of 220,240,924 shares outstanding, plus currently exercisable warrants held by officers and directors for the purchase of 8,537,408 shares, and eliminates all duplicate holdings. | |
PROPOSAL NUMBER 2
APPROVALAMENDMENT OF AN AMENDMENT TO THEOUR ARTICLES OF INCORPORATION
INCORPORATION TO (A) INCREASE THE NUMBER OF AUTHORIZED SHARES
FROM 250,000,000 TO 395,000,000 SHARES OF COMMON STOCK AND (B) AUTHORIZE PREFERRED
STOCK TO BE AVAILABLE FOR FUTURE ISSUANCE AS DETERMINED FROM TIME TO TIME BY
THE BOARD OF DIRECTORS OF THE COMPANY1,000,000,000 SHARES
Proposed Amendment
TheOn March 19, 2017, the Board of Directors, subject to approval of the Company hasour stockholders, approved an amendmenta proposal (the “Amendment”) to Article IV of the Company’samend our Amended Articles of Incorporation. The amendment would (a)Incorporation to increase the number of authorized shares of Common Stock from 250,000,000500,000,000 to 395,000,000, par value $0.001 per share, and (b) authorize a class of Preferred1,000,000,000 shares. The additional Common Stock to be issued from time to time in such series and with such rights and preferences as the Board of Directors may from time to time determine and designate. The Board’s action to amend the Articles of Incorporation is subject to the approvalauthorized by adoption of the Company’s stockholders.
The Board of Directors considers the increase in authorizedAmendment would have, upon issuance, rights identical to our currently outstanding shares and the authorization of preferred shares to be desirable to provide maximum flexibility with respect to the Company’s ability to augment its capital in the near future, and to provide greater flexibility for declaration of stock dividends and for other proper corporate purposes in the long term. In addition to enhancing the Company’s ability to raise capital through the sale of Common Stock and Preferred Stock or instruments that might be convertible into Preferred or Common Stock, the increasedStock. The number of authorized shares of our preferred stock will not be affected by the Amendment. As of the date of this Proxy Statement, we have not designated any series of or issued any shares of preferred stock. On the Record Date, there were 415,191,788 shares of our Common Stock issued and the ability to issue Preferredoutstanding, and 78,882,877 shares of our Common Stock will also give managementreserved for issuance. Accordingly, approximately 5,925,335 shares of the Company additional options for acquisitions, mergers and other business combinations using the equity of the Company.
Prior to the adoption of the proposed amendment, Article IV of the Company’s Articles of Incorporation, as amended to date, reads as follows:
ARTICLE IV — CAPITAL STOCK
The aggregate number of shares which this corporation shall have the authority to issue is 250,000,000 shares of common stock having $.001 par value per share. All stock of the corporation shall be of the same class, common, and shall have the same rights and preferences. Fully-paid stock of this corporation shall not be liable to any further call or assessment.
Effect of Proposed Amendment
The amendment will increase thetotal number of shares of Common Stock issuable by the Company and would also allow the Company to issue onecurrently authorized remain available for issuance or more series of Preferred Stock with such rights and preferences as the Board of Directors, in its discretion, may designate. Presently there are no shares of Preferred Stock authorized or outstanding. There are no immediate plans to issue any shares of Preferred Stock and all shares authorized by the amendment at this time would be issuable only after the Board of Directors adopts a designationreserved for issuance.
Form of the rights and preferencesAmendment The Amendment provides that Article IV of a particular series of Preferred Stock in which it authorizes shares to be issued from the shares designated as Preferred Stock in the 12
amended Articles of Incorporation. Adoption of the amendment will not increase or otherwise alter the number, class, or rights of any shares currently outstanding. Except for this change, the proposed amendment would not affect any other provision of theour Amended Articles of Incorporation as previously amended. The text of the Articles of Amendment to the Articles of Incorporation, including the proposed amendment to Article IV, is attached to this Proxy Statement asAppendix A and is incorporated herein by reference. Other than outstanding options or warrants that are currently out of the money, we have no current understanding, arrangement or agreement, oral or written, to issue stock, either Common or Preferred, for any purpose that would require an increase in the Company’s authorized Common Stock.
Background of the Proposed Amendment
As of the Record Date, there were approximately 220,240,924 shares of the Company’s Common Stock issued and outstanding. As of the Record Date, there were approximately 10,109,629 shares of Common Stock reserved for issuance pursuant to presently issued and outstanding options, warrants and similar rights.
To date, the Company’s primary source of financing has been private sales of Common Stock. To facilitate such financing transactions, the authorized capital of the Company will need to be increased pursuant to a stockholder-approved amendment to the Company’s Articles of Incorporation.
Management believes that the proposed amendment increasing the authorized number of shares of Common Stock and authorizing a class of Preferred Stock would benefit the Company by allowing the Board of Directors to issue additional equity securities to raise capital, to pursue strategic investment and technology partners, to facilitate possible future acquisitions and business combinations, and to provide stock-related employee benefits.
The additional shares of Common Stock and shares of Preferred Stock that would become available for issuance if the proposal were adopted could also be used by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further stockholder approval, the Board could strategically sell shares of Common or Preferred Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this proposal to increase the authorized Common Stock and to authorize a class of Preferred Stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of this Proposal No. 2 could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.
For these reasons, the Company’s Board of Directors is seeking stockholder approval of the proposed amendment. If the amendment is approved at the Annual Meeting, generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of Common Stock or for the designation and issuance of any series of Preferred Stock, unless required by law or any rules or regulations to which the Company is subject.
Depending upon the consideration per share received by the Company for any subsequent issuance of Common Stock or the rights and preferences designated for any series of Preferred Stock, such issuance could have a dilutive effect on those stockholders who previously paid a higher consideration per share for their stock. Also, future issuances of Common Stock (and, to the extent voting rights are also granted to any series of Preferred Stock when designated and issued, the issuance of shares of such series of Preferred Stock or to the extent such Preferred Stock may be convertible into Common Stock) will increase the number of outstanding shares, thereby decreasing the percentage ownership in the Company (for voting, distributions and all other purposes) represented by existing shares of Common Stock. Holders of Common Stock do not have any preemptive rights to acquire any additional securities issued by the Company.
If the stockholders do not approve the amendment, the Company will be precluded from raising additional equity capital, pursuing strategic partnership arrangements and acquisitions, or other similar transactions in which the Company is requiredamended to issue shares of Common Stock. In such event, the Company’s operations and financial condition will be materially and adversely affected because the Company presently does not have sufficient cash reserves or revenues from operations to pay its operating expenses. Moreover, even if the Company were to negotiate additional merger, acquisition, or other transactions on terms acceptable to the Company, the Company likely would not be able to complete such transactions without an increase in authorized capital.
Adoption of the proposal to approve the amendment requires the approval of the holders of a majority of the outstanding Common Stock of the Company. If approved by the stockholders, the proposed amendment would become effective upon the filing with the Nevada Office of the Secretary of State (the “Secretary of State”) of the Articles of Amendment to the Articles of Incorporation setting forth such increase. The amended Article IV will read as follows:
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ARTICLE IV — CAPITAL STOCK Classes of Stock. The Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares which the Corporation is authorized to issue is Four Hundred Forty-FiveOne Billion Fifty Million (445,000,000)(1,050,000,000). Three Hundred Ninety-Five Million (395,000,000)One Billion (1,000,000,000) shares shall be Common Stock, par value $0.001 per share, and Fifty Million (50,000,000) shares shall be Preferred Stock, no par value per share, undesignated as to class, powers, designations, preferences, limitations, restrictions or relative rights. The board of directors of the Corporation is authorized to fix and determine any class or series of Preferred Stock and the number of shares of each class or series and to prescribe the powers, designations, preferences, limitations, restrictions and relative rights of any class or series established, all by resolution of the board of directors and in accordance with Section 78.1955 of the Nevada Revised Statutes, as the same may be amended and supplemented. All shares of stock issued by the Corporation shall be issued as fully paid up and nonassessable. Each share of Common Stock issued and outstanding shall entitle the holder thereof to one vote on all matters presented for a vote of the Stockholders of the Corporation. IfA copy of the proposed amendmentfull text of the Amendment is approved, we will file with the Secretary of State the form of Articles of Amendment found in Appendix Aattached to this Proxy Statement as Appendix A.
Reasons for the Increase in Authorized Common Stock
Our Board of Directors has determined that it is in our best interest, and in the best interest of our stockholders, to amend our Amended Articles of Incorporation to increase the total number of authorized shares of Common Stock from 500,000,000 shares to 1,000,000,000 shares. After taking into account shares subject to future issuance upon the exercise of outstanding warrants, convertible promissory notes and outstanding stock options, we currently have available for issuance only approximately 5,925,335 shares of authorized but unissued shares of our Common Stock. In this part of the Proxy Statement, we summarize several reasons for the increase in authorized Common Stock.
We have exhausted our authorized Common Stock. Currently, we are authorized to issue 500,000,000 shares of Common Stock. Of the 500,000,000 shares of Common Stock authorized as of the Record Date, there were 415,191,788 shares issued and outstanding and 78,882,877 shares reserved for issuance upon the exercise of certain stock options and warrants and the conversion of our convertible debt. Therefore, we have exhausted our current authorized Common Stock. We require additional shares of Common Stock for a variety of corporate purposes, as discussed below. During the fourth quarter of 2017, our management sought to obtain additional shares of Common Stock to use for the corporate purposes described below by instituting a voluntary option-surrender program. Pursuant to this program, holders of out-of-the-money options were requested to voluntarily surrender their options, without expectation that the options would be reissued in the future or that the option holder would receive any other form of compensation. A total of 10,807,500 options and shares of restricted stock were surrendered pursuant to this program and the shares made available for future issuance. However, the number of shares available under our current authorized capital is insufficient to provide for the corporate purposes discussed below in the long term. Therefore, the Board of Directors determined that it is necessary to request that our stockholders approve the Amendment.
We will not have access to the full amount available under our Equity Line unless additional shares of Common Stock are authorized.
As we have yet to establish significant revenue from the sale of the AsepticSure® system, we fund our operations through the sale of our Common Stock. We must engage in financing transactions using our Common Stock to survive as a going concern. On January 31, 2018, we entered into that certain Equity Purchase Agreement (as amended, the “Purchase Agreement”) with L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1 (“SBI” and, together with L2, the “Investors”), pursuant to which we may, in our sole discretion, choose to issue shares of our Common Stock to the Investors at the applicable market price as defined in the Purchase Agreement and the Investors have committed to purchase in the aggregate, up to $10,000,000 of value of our Common Stock when such shares are put to them by us under the terms of the Purchase Agreement (the “Equity Line”). The Board of Directors has determined that our most feasible means of raising capital at this time is by means of the Equity Line. However, we are currently unable to exercise our right to direct the Investors to purchase shares of our Common Stock to the maximum extent permitted by the Equity Line because we do not have sufficient authorized shares to do so. To take advantage of the Equity Line to the maximum extent possible, we must increase our authorized shares as contemplated by this proposal.
We require shares of Common Stock to attract, retain and motivate employees. Our success depends, in part, upon our continued ability to attract, retain, and motivate employees. In this regard, we require a sufficient number of authorized shares of Common Stock to accommodate the issuance of options under the 2016 Plan. Enabling the exercise of such options and warrants and facilitating our ability to issue options under the 2016 Plan in the future is essential for us to meet our outstanding obligations and to attract, retain and motivate qualified directors, officers, employees and scientific personnel who are critical to our success. We must increase our authorized shares as contemplated by this proposal to do so. We require shares of Common Stock to compensate third parties and to take advantage of strategic opportunities.
We wish to have adequate Common Stock available to issue for compensation for outside services from time to time as may be appropriate for our benefit and to take advantage of strategic opportunities. In addition, our growth strategy may include the amended Article IV. pursuit of selective acquisitions to execute our business plan. We could use the additional Common Stock for potential strategic transactions, including, among other things, acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments. There are no specific acquisitions under consideration at this time. Although there can be no assurance, such strategic opportunities could include engaging with the FDA and foreign regulatory authorities with respect to our regulatory strategy; arranging for the manufacture of the AsepticSure® system; implementing training and processes for site logistics, distribution, and supply chain; and establishing distribution networks. Our Board believes that developing a high degree of readiness to initiate or continue these activities will also better enable us to identify and enter into a potential strategic transaction. For this reason, it will be very important to have an adequate capital structure to provide the working capital needed to proceed. The authorization of additional shares of Common Stock as contemplated by this proposal is a critical element of our strategic and business planning. Potential Effects of the Amendment The Amendment will not alter the current number of issued shares or change the relative rights and limitations of the shares of Common Stock. Adoption of the Amendment will have no immediate dilutive effect on the proportionate voting power or other rights of our existing stockholders. Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued Common Stock, the future issuance of additional shares of Common Stock, including under the Equity Line, will reduce the current stockholders’ percentage ownership interest in the total outstanding shares of Common Stock. In the absence of a proportionate increase in our future earnings and book value, an increase in the number of our outstanding shares of Common Stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of Common Stock. If these factors were reflected in the price per share of our Common Stock, the potential realizable value of a stockholder’s investment could be adversely affected. An issuance of additional shares could therefore have an effect on the potential realizable value of a stockholder’s investment. The Amendment could adversely affect the ability of third parties to take us over or change our control by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction for the combination of us with another company that the Board determines is not in our best interests or in the best interests of our stockholders. The ability of our Board to cause us to issue substantial amounts of Common Stock without the need for stockholder approval, except as may be required by law or regulation, upon such terms and conditions as our Board may determine from time to time in the exercise of its business judgement may, among other things, result in practical impediments with respect to changes in our control or have the effect of diluting the stock ownership of holders of Common Stock seeking to obtain control of us. The issuance of Common Stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in our control. Our Board, however, does not intend or view the Amendment to effect the increase in authorized shares as an anti-takeover measure, nor does it contemplate its use in this manner at any time in the foreseeable future.
Appraisal or Dissenters’ Rights
Pursuant to the Nevada Revised Statutes, stockholders are not entitled to appraisal rights or dissenters’ rights with respect to the Amendment or the increase in authorized shares.
Effectiveness of Amendment
If the proposedAmendment is approved by the stockholders at the Annual Meeting, it will become effective upon the filing of a certificate of amendment with the Nevada Secretary of State.
Possible Effect of Failure to Approve the Amendment If Proposal 3 is not approved, we will not be able to undertake additional financings involving the issuance of shares of Common Stock, including under the Purchase Agreement, we may breach our obligation to issue shares upon the exercise of outstanding options and warrants and we will be unable to enter into transactions that require the issuance of Common Stock, which could include strategic alliances, collaboration arrangements and other strategic transactions. In addition, our Board will not be able to grant awards under the 2016 Plan. If our stockholders do not approve Proposal 3 by the required vote, we will not have access to the additional authorized shares of Common Stock and will likely be forced to further limit our development activities. If we do not have a sufficient number of authorized shares to enable us to secure additional capital, we may not have sufficient cash flow and liquidity to fund our further development activities, which could significantly limit our ability to continue our operations. Ultimately, we may be forced to curtail all of our activities and potentially could be forced to cease operations. If the stockholders do not approve the increase in our authorized Common Stock, we will be very limited in our efforts to raise additional equity capital. In such event, our operations and financial condition will be materially and adversely affected.
Required Vote and Recommendation The affirmative vote of at least a majority of the outstanding shares of our Common Stock eligible to vote at the Company,Annual Meeting will be required to approve the ArticlesAmendment. Since approval requires a majority of Incorporation ofshares outstanding, abstentions from voting on the Companyproposal and broker non-votes will not be amended. Vote Requiredcounted as votes cast and Board Recommendation
Approval ofaccordingly will have the amendment requiressame effect as a negative vote on this proposal. Any Proxy received that does not include instructions with respect to this Proposal 3 will be voted in accordance with the affirmative vote of stockholders holding at least a majority of the Company’s outstanding Common Stock. The directorsBoard’s recommendation. With respect to Proposal 3, brokers and executive officers of the Company, holding an aggregate of 42,826,650 votingbanks who hold shares or 19.4% of our Common Stock as of June 26, 2009, intendnominees for their customers will have discretionary voting rights if their customers do not instruct the nominees as to their voting preferences and, accordingly, there may be few or no broker non-votes with respect to this proposal. We urge you to vote FOR approval of the Amendment.for this Proposal.
OUR BOARD RECOMMENDS THAT THE BOARDSTOCKHOLDERS VOTE “FOR” PROPOSAL 3 AND APPROVAL OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT OF
THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK. SUBMISSION OF STOCKHOLDER PROPOSALS PROPOSAL NUMBER 3
RATIFICATION OF THE SELECTION OF HJ ASSOCIATES & CONSULTANTS, LLPThere have been no changes in the past year to the procedures by which stockholders may recommend nominees for director to our Board. Pursuant to Section 4.02 of our Amended and Restated Bylaws, in order for a stockholder recommendation for a director nominee to be considered for nomination by the Board at the next annual meeting of stockholders, the recommendation must be made by a stockholder of record entitled to vote at the meeting at which elections will be held. Stockholder nominations must be made by notice addressed to our Corporate Secretary in writing, delivered or mailed and received at our principal executive office address, not less than 35 days prior to the annual meeting; provided, that in the event less than 50 days’ notice or prior disclosure of the annual meeting is given or made to stockholders, notice by the stockholder must be received by us no later than the earlier of (i) close of business on the 10th day following the date notice was given or public disclosure of the annual meeting was made, whichever occurs first, or (ii) two days prior to the date of the annual meeting. Each notice of nomination of director by a stockholder shall set forth:
AS THE COMPANY’S INDEPENDENT REGISTERED
| · | each nominee's name, age, business address, if known, and residence address of each nominee proposed in that notice; |
| · | the principal occupation or employment of each nominee for at least the five years preceding the date of the notice; |
| · | the number of shares of our Common Stock beneficially owned by each nominee; |
| · | any arrangement, affiliation, association, agreement or other relationship of the nominee with any stockholder of the Company; |
| · | a statement as to the nominee’s citizenship; and |
| · | any other information required to be included in a proxy statement regarding nominees for director pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder |
PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009
The Board of Directors has selected HJ Associates & Consultants, LLP asnotice must also state the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009. Although not required by law or otherwise, the selection is being submitted to the stockholdersname and address of the Company for their approval. The Boardstockholder of Directors wishes to obtain fromrecord giving the stockholders a ratificationnotice and the number of their action in appointing their existing independent registered public accounting firm, HJ Associates & Consultants, LLP for the fiscal year ending December 31, 2009. Such ratification requires the affirmative voteshares of a majority of the votes cast on this matter at the meeting. In the event the appointment of HJ Associates & Consultants, LLP as the Company’s independent registered public accounting firm is not ratifiedCommon Stock beneficially owned by the stockholders,stockholder. Our Amended and Restated Bylaws have been publicly filed with the adverse vote willSEC and can also be consideredprovided upon request, addressed to our Secretary, as noted above.
If any stockholder intends to present a direction to the Board of Directors to select another independent registered public accounting firm. Representatives of HJ Associates & Consultants, LLP are not expected to be present at the Annual Meeting. 14
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF
HJ ASSOCIATES & CONSULTANTS, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
Audit Fees
The Company’s independent registered public accounting firm for the past two fiscal years has been HJ Associates & Consultants, LLP. The aggregate fees billed to the Company by HJ Associates & Consultants, LLP for professional services rendered in fiscal years 2008 and 2007 in connection with (i) the audit of the Company’s annual financial statements set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 and (ii) the review of the Company’s quarterly financial statements set forth in its quarterly reports for each of its fiscal quarters in such years, totaled approximately $10,000 and $9,500, respectively.
All Other Fees
The Company did not engage HJ Associates & Consultants, LLP on any other matters not otherwise included in the above categories in either fiscal year 2008 or 2007, other than the review of the Company’s S-8 filing during 2008. Aggregate fees billed to the Company by HJ Associates & Consultants, LLP in connection with this review were $1,440.
Auditor Independence
Our Board of Directors considered that the work done for us in fiscal 2007 by HJ Associates & Consultants, LLP was compatible with maintaining HJ Associates & Consultants, LLP’s independence.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented for action at the Annual Meeting. However, if any other matter is properly presented at the Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment on such matters.
Future Proposals of Stockholders
The deadline for stockholders to submit proposalsproposal to be considered for inclusion in the Proxy Statement for the 2010proxy material in connection with our 2019 Annual Meeting of Stockholders, is March 15, 2010.
Where You Can Find More Information
the proposal must be in proper form (per SEC Regulation 14A, Rule 14a-8 -- Stockholder Proposals) and received by our Corporate Secretary on or before December 19, 2018. We are subjectnot required to include in our proxy materials a stockholder proposal that is received after that date or that otherwise fails to meet the information and reporting requirements for stockholder proposals established by applicable SEC rules. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of all Section 16(a) forms that they file. Based solely upon a review of the copies of such forms furnished to us or written representations that no Forms 5 were required, we believe that all reports required to be filed by these individuals and persons under Section 16(a) were filed during the year ended December 31, 2017, and that such filings were timely except as follows:
| · | Mr. Philip A. Theodore, an executive officer, was late filing his initial report of beneficial ownership of shares on Form 3 and he was late filing a Form 4 to report his acquisition of 1,000,000 shares of stock on November 30, 2017, which was filed on December 5, 2017. |
| · | Mr. Stephen Meyer, a director, was late filing his initial report of beneficial ownership of shares on Form 3, which was filed on May 29, 2017; was late filing a Form 4 to report the grant of options to purchase 500,000 shares of Common Stock on May 19, 2017, which was filed on May 30, 2017; and was late filing a Form 4 to report the acquisition of 500,000 shares of Common Stock on June 6, 2017, which was ultimately filed on June 13, 2017. |
| · | Mr. Daniel Hoyt, a former director, filed a Form 4 on June 20, 2017. This report was late and/or reported transactions involving dispositions of Common Stock that occurred while Mr. Hoyt was a director for which no Form 4 had previously been filed, including gifts and sales, as follows: |
| Date of Transaction | Nature of Transaction | Number of Shares | | 04/23/2014 | Sale | 74,432 | | 11/17/2016 | Gift | 500,000 | | 02/23/2017 | Gift | 500,000 | | 05/16/2017 | Sale | 46,500 | | 05/18/2017 | Sale | 53,500 | | 05/26/2017 | Sale | 48,800 | | 06/01/2017 | Sale | 24,000 | | 06/02/2017 | Sale | 30,860 | | 06/05/2017 | Sale | 96,340 | | 06/14/2017 | Sale | 78,100 | | 06/15/2017 | Sale | 121,900 | | 06/15/2017 | Sale | 400,000 | | 06/16/2017 | Sale | 236,500 |
HOUSEHOLDING OF ANNUAL MEETING MATERIALS The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well. This year, a number of brokers with account holders who are stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting American Stock Transfer & Trust Company, either by calling toll-free (800) 937-5449, or by writing to American Stock Transfer & Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, New York 11219. Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability, and, if applicable, the annual report and other proxy materials, to any stockholder at a shared address to which we filea single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability, and, if applicable, the annual quarterlyreport and currentother proxy materials, you may write or call our Corporate Secretary at 350 East Michigan Avenue, Suite 500, Kalamazoo, Michigan 49007, Attn: Investor Relations, telephone number 404-663-7360. Any stockholders who share the same address and currently receive multiple copies of our Notice of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or our Investor Relations department at the address or telephone number listed above.
The Board of Directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the Board of Directors, no matters are to be brought before the Annual Meeting except as specified in the notice of the Annual Meeting. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that Proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such Proxies.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed reports, proxy statements and other information with the SEC. You may read and copy any materialsdocument we have filed atfile with the SEC at the SEC’s public reference roomPublic Reference Room at 100 F Street, N.E.N.W., Room 1580, Washington D.C. 20549. Please callYou may obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330 for further1-800-SEC-0330. The SEC maintains a website that contains the reports, proxy statements and other information onwe file electronically with the public reference room. OurSEC. The address of the SEC filings are also available to the public from the SEC’s internet website atis http://www.sec.gov. You may
We will mail, without charge, upon written request, a copy of our Annual Report on Form 10-K for the year ended December 31, 2017, including the financial statements and list of exhibits, and any of our filings with the SEC at no cost, by writing, e-mailing, or telephoning us at the following address, e-mail address or phone number:exhibit specifically requested. Requests should be sent to: 15
Investor Relations Medizone International, Inc.
144 Buena Vista,350 East Michigan Avenue, Suite 500
Stinson Beach, California 94970
Email: medoz3int@gmail.com
(415) 868-0300Kalamazoo, Michigan 49007 THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN SUCH JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE ANNUAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED JULY 17, 2009. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.
By OrderThe Annual Report is also available at www.medizoneint.com/investor-relations/sec-filings/.
Edwin G. Marshall
Chief Executive Officer and
Chairman of the Board of Directors
July 17, 2009
Stinson Beach, California
16
| | | | | ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov |
| | | Certificate of Amendment
| | | (PURSUANT TO NRS 78.385 AND 78.390) | | |
| | |
| | | | | | USE BLACK INK ONLY — DO NOT HIGHLIGHT | | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 —- After Issuance of Stock) 1. Name of corporation:
| 1. | Name of Corporation: Medizone International, Inc. |
2. | 2. | The articles have been amended as follows: (provide article numbers, if available) |
Article IV is hereby amended in its entirety as follows:
“ARTICLE IV — CAPITAL STOCK Classes of Stock. The Corporation is authorized to issue two classes of stock, to be designated, respectively,“Common “Common Stock” and“Preferred “Preferred Stock”. The total number of shares which the Corporation is authorized to issue is Four Hundred Forty-FiveOne Billion Fifty Million (445,000,000)(1,050,000,000). Three Hundred Ninety-Five Million (395,000,000)One Billion (1,000,000,000) shares shall be Common Stock, par value $0.001 per share, and Fifty Million (50,000,000) shares shall be Preferred Stock, no par value per share, undesignated as to class, powers, designations, 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Majority of all Stockholders
| | | 4. Effective date of filing: (optional) | | | | | | | | (must not be later than 90 days after the certificate is filed) | 5. Signature: (required) | | |
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| | | | | | This form must be accompanied by appropriate fees. | | Nevada Secretary of State Amend Profit-After | | | Revised: 3-6-09 |
EXHIBIT A
CERTIFICATE OF AMENDMENT
FOR
MEDIZONE INTERNATIONAL, INC.
Section 2. The articles have been amended as follows: (provide article numbers, if available):
(CONTINUED)
preferences, limitations, restrictions or relative rights. The board of directors of the Corporation is authorized to fix and determine any class or series of Preferred Stock and the number of shares of each class or series and to prescribe the powers, designations, preferences, limitations, restrictions and relative rights of any class or series established, all by resolution of the board of directors and in accordance with Section 78.1955 of the Nevada Revised Statutes, as the same may be amended and supplemented. All shares of stock issued by the Corporation shall be issued as fully paid up and nonassessable. Each share of Common Stock issued and outstanding shall entitle the holder thereof to one vote on all matters presented for a vote of the Stockholders of the Corporation.”
ANNUAL MEETING OF SHAREHOLDERS OF 3. | The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Majority of all Stockholders |
| 4. | Effective date and time of filing: (optional) Date: _____________ Time: ______________________ (must not be later than 90 days after the certificate is filed) |
X Signature of Officer *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit-After Revised: 1-5-15
MEDIZONE INTERNATIONAL, INC. August 26, 2009 PROXY VOTING INSTRUCTIONS ATTN: Philip A. Theodore 350 EAST MICHIGAN AVENUE SUITE 500 KALAMAZOO, MI 49007 | | | VOTE BY INTERNET — Access “www.voteproxy.com”- www.proxyvote.com Use the Internet to transmit your voting instructions and follow the on-screen instructions.for electronic delivery of information. Vote by 11:59 P.M. ET on 05/29/2018. Have your proxy card availablein hand when you access the web page,site and usefollow the Company Numberinstructions to obtain your records and Account Number shown on yourto create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy card. TELEPHONE — Call toll-free 1-800-PROXIES (1-800-776-9437)materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in COMPANY NUMBER the United States or 1-718-921-8500 from foreign countries fromfuture years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone and follow theto transmit your voting instructions. Vote by 11:59 P.M. ET on 05/29/2018. Have your proxy card availablein hand when you call and usethen follow the Company Numberinstructions. VOTE BY MAIL Mark, sign and ACCOUNT NUMBER Account Number shown on your proxy card. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL — Sign, date and mail your proxy card and return it in the postage-paid envelope we have provided as soon as possible. IN PERSON — You may vote your shares in person by attending the Annual Meeting. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=04157 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20430003030000000000 6 082609 return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | | Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 | | |
| | | | |
CONTROL # → | 0000000000000000 | | | NAME | | THE BOARD OF DIRECTORS RECOMMENDSCOMPANY NAME INC. - COMMON | SHARES | 123,456,789,012.12345 | | THE COMPANY NAME INC. - CLASS A | | 123,456,789,012.12345 | | THE COMPANY NAME INC. - CLASS B | | 123,456,789,012.12345 | | THE COMPANY NAME INC. - CLASS C | | 123,456,789,012.12345 | | THE COMPANY NAME INC. - CLASS D | | 123,456,789,012.12345 | | THE COMPANY NAME INC. - CLASS E | | 123,456,789,012.12345 | | THE COMPANY NAME INC. - CLASS F | | 123,456,789,012.12345 | | THE COMPANY NAME INC. - 401 K | | 123,456,789,012.12345 | | | | | | |
TO VOTE, “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2 THROUGH 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTEBLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN HERE xFOLLOWS: ☒ | KEEP THIS PORTION FOR AGAINST ABSTAIN 1. ElectionYOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors: 2. TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO (A) INCREASE THE NOMINEES: AUTHORIZED SHARES TO 395,000,000 SHARES OFDirectors recommends you vote FOR ALL NOMINEES O Edwin G. Marshall COMMON STOCK, AND (B) PROVIDE FOR THE ISSUANCE O Richard G. Solomon OF UP TO 50,000,000 SHARES OF PREFERRED STOCK IN WITHHOLD AUTHORITY O Daniel D. Hoyt SUCH SERIES AND WITH SUCH RIGHTS AND FOR ALL NOMINEES O Dr. Michael E. Shannon M.A., M.Sc., M.D. PREFERENCES AS THE BOARD OF DIRECTORS OF THE COMPANY MAY FROM TIME TO TIME DETERMINE. FOR ALL EXCEPT (See instructions below) 3. TO RATIFY THE SELECTION OF HJ ASSOCIATES & CONSULTANTS, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2009. 4. TO ACT UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. INSTRUCTIONS: the following: | For All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”“For All Except” and fill inwrite the circle next to each nominee you wish to withhold, as shown here: JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 To changenumber(s) of the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s)nominee(s) on the accountline below. | | | | | | | ☐ | ☐ | ☐ | | | 1. Election of Directors | | |
Nominees
01 David A. Dodd02 Michael E. Shannon 03 Stephen Meyer 04 David A. Esposito 05 Vincent C. Caponi | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3. | | | For | Against | Abstain | | | | | | | 2.To ratify the appointment of Tanner LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2018. | ☐ | ☐ | ☐ | 3.To approve an amendment of the Company's Articles of Incorporation to increase the number of authorized shares of common stock to One Billion (1,000,000,000) shares. | ☐ | ☐ | ☐ | | | | | | | NOTE: Such other business as may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: properly come before the meeting or any adjournment thereof. | | | | | |
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.name(s) appear(s) hereon. When signing as attorney, executor, administrator, attorney, trustee or guardian,other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If the signer is a corporation please sign full corporate name by duly authorized officer, giving full title as such. If signer is aor partnership, please sign in full corporate or partnership name by authorized person.officer. | | Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 |
0 | | | | | | | | SHARES CUSIP # | | Signature [PLEASE SIGN WITHIN BOX] | Date | | JOB # | | Signature (Joint Owners) | Date | | SEQUENCE # | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com MEDIZONE INTERNATIONAL, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS As an alternative to completing this form, you may enter your vote instruction Annual Meeting of Stockholders May 30, 2018 11:00 AM Eastern Time This proxy is solicited by telephone at 1-800-PROXIES,the Board of Directors
The shareholder(s) hereby appoint(s) David A. Dodd and Philip A. Theodore, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card. The undersigned hereby appoints Edwin G. Marshall and Steve M. Hannieither of them, as proxies, each with fullthe power of substitution,to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stockcommon stock of Medizone International, Inc. held of record byMEDIZONE INTERNATIONAL, INC. that the undersigned on June 26, 2009,shareholder(s) is/are entitled to vote at the Annual Meeting of Stockholdersshareholder(s) to be held at The Peppermill Hotel Casino, 2707 South Virginia11:00 AM, Eastern Time on May 30, 2018, at the offices of Parks, Chesin & Walbert, 26th Floor, 75 14th Street Reno, Nevada 89502, on August 26, 2009, orN.E., Atlanta, Georgia 30309, and any adjournment or postponement thereof. (Continued This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on the reverse side.) 14475side |
July 17, 2009
Dear Fellow Shareholders,
The recent months have been an exciting time for Medizone International. Since shifting our focus to the development of our AsepticSure™ hospital sterilization system, things have been progressing rapidly on many fronts. Our colleague, board member and Director of Medical Affairs, Dr. Michael E. Shannon has been doing a splendid job with the hospital sterilization development program. He has introduced, and Medizone has now established working relationships with, a number of esteemed individuals in the scientific community who have contributed greatly in helping Medizone progress toward its goal of final product development and initial sales. While we still have much work to do, as of this date we remain on track with our development schedule and within budget.
Medizone now has its own BSL2A certified laboratory located in Innovation Park, Queen’s University in Kingston, Ontario, Canada. This is the first laboratory operated exclusively by Medizone, and dedicated exclusively to Medizone research. A new patent application was recently filed that has a number of unique claims, so we feel the commercial rights to the AsepticSure™ technology we are developing is now well protected and our ability to continue research and seek additional commercial advantage with this technology is greatly enhanced.
The company’s Report on Form 10-Q for the six months and quarter ended June 30th will show in excess of $400,000 in cash available for on-going operations. While a small amount to a larger company, this is the largest cash reserve our company has had in many years. We believe it will be sufficient to cover current on-going operations, research and product development.
Funding has been achieved during the last year by selling restricted stock to several accredited investors. There are no options or warrants associated with any of the shares issued during this time period. Because we have been able to progress the science program in an orderly and timely manner, and expect that progress to continue into hospital beta testing later this summer, together with the recently filed patent, we expect to see the share price of Medizone common stock continue some upward movement over the next few months. This has allowed us to temporarily cease our fundraising activity. If things continue to go as expected, we believe the next round of fundraising required to complete the project can be accomplished at higher share prices, reducing the amount of potential dilution to our shareholders.
Please read the enclosed proxy materials carefully. I hope you will agree with our Board of Directors that the proposals presented for your consideration will help us take the company to a new level and further our business objectives. The increase in authorized capital and the authorization of preferred shares are important parts of an overall strategy to provide increased flexibility for management to continue to attract top talent and provide funding for the company.
I ask you to support management and hope to see many of you at the annual meeting.
Yours truly,
Edwin G. Marshall
Chairman of the Board
Chief Executive Officer
This letter contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected.” You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The company disclaims any obligation or intention to update any forward-looking statement.
P.O. Box 742, Stinson Beach CA 94970-0742
Telephone 415-868-0300
|
