SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant Under Rule 14a-12
þ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant Under Rule 14a-12
Medizone International, Inc.
---------------
(Name of Registrant as Specified in Its Charter)
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TABLE OF CONTENTS
MEDIZONE INTERNATIONAL, INC.
144 Buena Vista,
Stinson Beach, California 94970-0742
144 Buena Vista,
Stinson Beach, California 94970-0742
Dear Fellow Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders to be held at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502 on Wednesday, August 26, 2009 at 10:00 AM, Pacific Daylight Saving Time.
The business to be conducted at the Annual Meeting is explained in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. At the Annual Meeting, we will also discuss our results for the past year.
The Securities and Exchange Commission has adopted rules that permit proxy materials to be furnished over the Internet rather than in paper form. Accordingly, we are sending to our stockholders a notice regarding the availability of this Proxy Statement, our Annual Report on Form 10-K for Fiscal 2008, and other proxy materials, via the Internet. This electronic process gives you fast, convenient access to the materials, reduces the impact 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.
Whether or not you plan to attend the meeting in person, please submit your vote using one of the voting methods described in the attached materials. Submitting your vote by any of these methods will not affect your right to attend the meeting and vote in person should you so choose. However, if 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.
Thank you for your continued support.
Sincerely,
Edwin G. Marshall
Chief Executive Officer and
Chairman of the Board of Directors
Chief Executive Officer and
Chairman of the Board of Directors
Stinson Beach, California
July 17, 2009
July 17, 2009
MEDIZONE INTERNATIONAL, INC.
144 Buena Vista,
Stinson Beach, California 94970
(415) 868-0300
144 Buena Vista,
Stinson Beach, California 94970
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
STOCKHOLDERS
TO BE HELDMAY 31, 2000
To the Shareholders:
ON AUGUST 26, 2009
TO BE HELD
The Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) of Medizone International, Inc. (the "Company"“Company”) will be held at the Spinnaker Restaurant, 100 Spinnaker Dr.,
Sausalito, California,The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on Wednesday, May 31, 2000,August 26, 2009 at 10:00 a.m., Pacific
Daylight TimeAM (PDST) for the following purposes:
| (1) | To elect four directors; | ||
| (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; | ||
| (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; and | ||
| (4) | To act upon such other business as may properly come before the Annual Meeting. |
Only holders of record of our Common Stock at any postponement or adjournment thereof. The following
business will be conducted at the Meeting:
1. Election of 4 directors, each to serve until the next annual
meeting of shareholders and until his successor is elected
and shall qualify;
2. Ratification of the selection of Jones Jensen & Co. as the
Company's independent public accountants; and
3. Consideration of other matters that properly may come before
the meeting.
The Board of Directors has fixed the close of business on April 14, 2000June 26, 2009, will be entitled to vote at the Annual Meeting or any adjournment thereof. You are cordially invited to attend the Annual Meeting.
In accordance with rules approved by the Securities and Exchange Commission, instead of mailing a printed copy of the Company’s proxy materials to stockholders, the Company may now furnish proxy materials to stockholders on the Internet by providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) 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.
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
Chief Executive Officer and Chairman
July 17, 2009
Stinson Beach, California
Stinson Beach, California
MEDIZONE INTERNATIONAL, INC.
144 Buena Vista,
Stinson Beach, California 94970
144 Buena Vista,
Stinson Beach, California 94970
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, AUGUST 26, 2009
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 shareholders who will have the rightstockholders entitled to
receive notice of and to vote at the Annual Meeting of Shareholders and any adjournment thereof. A listAs of June 26, 2009, there were 220,240,924 shares of the shareholdersCompany’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 will be
available for examination by shareholders for any lawful purpose relatedis necessary to the
meeting during ordinary business hoursconstitute a quorum at the officesAnnual 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 duringis required for the 10 days priorapproval of Proposal No. 2 to amend the meeting.
You are requestedArticles of Incorporation of the Company to date, sign and return(a) increase the enclosed Proxy Card. The
Proxy is solicited by the Board of Directorsauthorized capital of the Company, and will be voted as
indicated in(b) allow for the accompanying Proxy Statement. Yourissuance of Preferred Stock. The affirmative vote is important. Please
sign and date the enclosed Proxy Card and return it promptly in the enclosed
return envelope, whether or not you expect to attend the meeting. If you do give
your proxy as requested by the Board, you will continue to have the right to
vote in person if you decide to attend the Annual Meeting. Your proxy is
revocable at any time before the meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, proper postage must
be affixed.
By Orderof a majority of the Boardvotes cast on the matter is required for approval of Directors,
Jill Marshall, Secretary
Stinson Beach, California
April 21, 2000
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Medizone International, Inc.
-----------------------------------
144 Buena Vista
Stinson Beach, California 94970
(415) 868-0300
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited byProposal No. 3, appointment of the Boardindependent registered public accounting firm of Directors of Medizone
International, Inc. for use in voting at the Annual Meeting of Shareholders. The
Annual Meeting will be held at the Spinnaker Restaurant, 100 Spinnaker Dr.,
Sausalito, California on May 31, 2000, at 10:00 a.m., Pacific Daylight Time, and
at any postponement or adjournment thereof, for the purposesCompany as set forth in the attached notice. Whenaccompanying materials.
All shares represented by properly executed proxies, are properly dated, executed and returned, the
shares they representunless such proxies previously have been revoked, will be voted at the Annual Meeting in accordance with the instructionsdirections 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 shareholder completingpersons named in the proxy.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 no specific
instructions are given,you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy holdersmaterials unless you specifically request one. Instead, the Notice of Internet Availability will vote the shares FOR the electioninstruct you on how you may access and review all of the nomineesCompany’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 directors set forthrequesting these materials included in the proxy statement and FOR
ratificationNotice of Internet Availability.
The Company intends to commence distribution of the appointmentNotice of auditors. A shareholder givingInternet 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. 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 powerInternet or, upon your request, has delivered printed proxy materials to revoke ityou in connection with the solicitation of proxies for use at any time priorour Annual Meeting. This Proxy Statement describes proposals on which you, as a stockholder, are being asked to its exercisevote. 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 votingthe 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, the Notice, which was mailed to most of our stockholders, provides instructions as to how to access 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 of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Do not return the Notice in order to vote your shares. The Notice provides instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card, or by submitting a ballot in person at the Annual Meeting, by giving written notice to the Company's Secretary prior tomeeting.
Location and Date of the Annual Meeting or by giving a later dated proxy.
The presenceAnnual Meeting will take place at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502 on Wednesday, August 26, 2009 at 10:00 AM Pacific Daylight Saving Time.
What is to be Voted upon at the meeting,Annual 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. |
This Proxy Statement summarizes the information that you need to know to vote on an informed basis at the Annual Meeting; however, you do not need to attend the Annual Meeting to vote your shares.
Who May Vote at the Meeting
The Board of Directors has determined that those stockholders who are recorded in person or by proxy, of shareholders holding
in the aggregate a majority of the outstandingour record books as owning shares of the Company's common
stock entitled to vote will constitute a quorum for the transactionour Common Stock as of business.
The Company does not have cumulative voting for directors. A plurality of the
votes properly cast for the election of directors by the shareholders attending
the meeting in person or by proxy will elect directors to office. Action on a
matter, other than the election of directors, is approved if the votes properly
cast favoring the action exceed the votes cast opposing the action. Abstentions
and broker non-votes will be counted for purposes of establishing a quorum, but
will not count as votes cast for the election of directors or any other
questions and accordingly will have no effect. Votes cast by shareholders
attending the Meeting and voting in person or by shareholders giving their proxy
will be counted by inspectors to be appointed by the Company. It is anticipated
that the inspectors will be employees or agents of the Company.
The close of business on April 14, 2000 has been fixed as the record date
for determining the shareholdersJune 26, 2009, are entitled to receive notice of and to vote at the Annual Meeting.
If your shares are registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote in person at the meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your broker, nominee, or trustee that holds your shares, giving you the right to vote the shares at the meeting.
How Many Votes does Each share shall beStockholder Have
Each record holder of Common Stock is entitled to one vote on all matters. per share of Common Stock held.
How Many Shares May Vote at the Annual Meeting
As of the record date there were 155,140,798of June 26, 2009, we had outstanding 220,240,924 shares of common stock outstanding and
entitledCommon Stock, which are all eligible to vote. For a descriptionvote at the Annual Meeting.
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The Board of Directors’ Recommendations
Our Board of Directors unanimously recommends that our stockholders vote “FOR” each of the principal holdersproposals to be presented at the meeting.
What Vote is Required to Approve the Proposals
Election of Directors:The election of the Company's
common stock, see "Security Ownershipnominees for director requires the affirmative vote of Certain Beneficial Owners and
Management."a plurality of the shares cast at the Annual Meeting. This Proxy Statement andmeans 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 enclosed Proxy Card are being mailedvotes cast at the meeting. If you do not want to shareholdersvote your shares for a particular nominee, you may so indicate in the space provided on the proxy card or about April 21, 2000.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
The bylaws,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 amended, provide thatshall be designated by the Board of Directors to replace the nominee, or, in lieu thereof, the Board may reduce the number of directors may range from
3directors.
Increase of Authorized Shares and Authorization of Preferred Stock:The approval of the amendment to 7,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, LLP as determined from time to time byour independent registered public accounting firm requires the shareholders oraffirmative vote of a majority of the votes cast on the matter. If the stockholders do not ratify the appointment of HJ Associates & Consultants, LLP, the Board of Directors. Presently the Company's BoardDirectors may, but is not required to, reconsider such appointment.
Other Matters:We do not know of Directors consists of 4 members, all
of whom are also nominees for election at the upcoming Annual Meeting. Each
director electedany 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 need to attend the Annual Meeting in person in order to vote. You may, instead, vote over the Internet, by telephone or by mail (if you have requested printed proxy materials). By doing so, 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) 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 hold office untilvote your shares according to their best judgment. Even if you currently plan to attend the meeting, it is a successorgood 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 electedcounted). Fourth, you can attend the Annual Meeting and qualified,vote in person. You should send any written notice or untilrequest for a new proxy card to the director resigns, is removedattention 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 becomes
disqualified. Unless marked 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 prior toby the MeetingCompany and not subsequently revoked will be voted FORin accordance with the instructions contained therein. Unless they specifically instruct otherwise, all valid proxy cards received by the Company will be counted as a “FOR” vote in favor of each nominee for director and in favor of each of the other proposals.
Abstentions and Broker Non-votes
Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. A broker non-vote occurs when a nominee holding shares of our Common Stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Abstentions and broker non-votes are not treated as a vote cast at the meeting and therefore they are not counted in tabulations of the votes cast on the proposals as a vote against such proposals.
Solicitation of Proxies
Proxies may be solicited in person, by telephone, facsimile, mail or e-mail by our Directors, officers and employees without additional compensation. Brokers, nominees, fiduciaries, and other custodians have been requested to forward soliciting material to the beneficial owners of shares of our Common Stock held of record by them, and we will reimburse such custodians 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 over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.
If You Have Questions
If you have more questions about the Annual Meeting or the proposals, you should contact:
Medizone International, Inc.
144 Buena Vista,
Stinson Beach, California 94970
(415) 868-0300
Attention: Edwin G. Marshall, Chief Executive Officer
144 Buena Vista,
Stinson Beach, California 94970
(415) 868-0300
Attention: Edwin G. Marshall, Chief Executive Officer
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PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Nominees for Director
The persons named in the enclosed proxy card have been selected by the Board of Directors to serve as proxies and will vote the shares represented by valid proxies at the Annual Meeting of Stockholders and adjournments thereof. Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted for the election of each of the nominees listed below. All of 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 that any of the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the persons named below.in the enclosed Proxy will vote for 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 nomineeof the nominees is unable or unwillingdeclines to serve, the proxy holder will have the discretion to vote the proxy for another person, as a director at the date of the Annual
Meeting or any postponement or adjournment thereof, the proxies mayshall be voted for
a substitute nominee designated by the proxy holders or by the present Board of Directors to fillreplace the vacancy,nominee, or, forin lieu thereof, the balance of the nominees without
nomination of a substitute. The Board of Directors may also reduce the sizenumber of the Board. The Board of Directors has no reason to believe that any of such
nominees will be unwilling or unable to serve if elected as a director.
directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
EACHNOMINEE.NOMINEE LISTED BELOW.
EACH
Directors
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 following informationnominees for director, each of whom is furnished with respect tocurrently a director of the nominees. Stock
ownership information is shown underCompany, are the heading "Security Ownership of Certain
Beneficial Owners and Management" and is based upon information furnished by the
respective individuals.
following:
Edwin G. Marshall age 57, became
Mr. Marshall is the Chairman (since June 1997) and Chief Executive Officer (since April 1998) of the BoardCompany. He has been a full-time employee of Directors inthe Company since June 1997. Mr. Marshall became Chief Executive Officer of the Company in April
1998. Educated atattended Santa Rosa Junior College and the College of Marin, he studied
Business Administrationstudying fire science and Fire Science.business administration. From 1964 untilto 1978, Mr. Marshall worked asin the fire service in a professional fire fighter, rising tocity 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 19801978 until 1994,1995, Mr. Marshall was a private investor, pursuingpursued various business interests in real estate brokerage, a vacuum forming business, an industrial
computer controls company, and an automobile and truck dealership. Since 1992,
pursuits, including managing his personal investments.
Richard G. Solomon
Mr. Marshall has concentrated on his own investments and since 1997 he has
devoted substantially all of his time to the management of the Company. Mr.
MarshallSolomon is a significant shareholder of the Company.
Gerard V. Sunnen, MD, age 57, became a member of the Board of Directors and
Director of Research of the Company in June 1997. In April 1998, he became
Presidentand also serves as an Executive Officer of its affiliate, Medizone New Zealand Limited. Mr. Solomon has been a stockholder of the Company. Dr Sunnen graduated from Rutgers University in 1963
and from medical school atCompany since 1992. In 1995, Mr. Solomon joined with the State University ofCompany to form Medizone New York, Downstate, in 1967.
Following an internship in medicine and surgery at Bellevue Medical Center in
New York, he continued as resident and Chief Resident at Bellevue Psychiatric
Hospital. He served in the U.S. Air ForceZealand as a physician50/50-owned joint venture. Between January 1996 and Major, then
returned to New York University-Bellevue Medical Center to further a career in
clinical practice, medical student teaching, and research. Dr Sunnen is Board
Certified in Psychiatry and Neurology and is currently Associate Clinical
Professor of Psychiatry at New York University. He has written and lectured
extensively in the U.S. and abroad on psychopharmacology and complementary
medicine. He is co-founder and two-term President of the International
Association of Emergency Psychiatry, an organization dedicated to providing
emergency services to populations in need. For his work, he was awarded the
distinction of Chevalier de l'Ordre du Merite by the French Government in 1990.
Following visits to medical clinics in Europe, he became interested in the
theory and clinical applications of oxygen/ozone therapies. He published the
first world literature review on ozone's medical potential, "Ozone in Medicine:
Overview and Future Directions" Journal of Advancement in Medicine, Vol. I;
Number3; Fall 1998. Dr Sunnen is especially interested in the anti-viral
properties of ozone and is eagerly anticipating clinical trials for target
lipid-enveloped viruses such as Hepatitis C and B, and HIV. He has recently
received a patent for the Company, "Apparatus for the Application of
Ozone/Oxygen for the Treatment of External Pathogenic Conditions," which will be
developed for the therapy of skin ulcers, poorly healing wounds and burns.
William Hitt, Ph.D., MD, age 73. Dr. Hitt joined the Board of Directors in
June 1997. He received a BS degree from the University of Denver in 1946 and a
Ph.D. from Colorado A&M University in 1948. Dr. Hitt earned his medical degree
from the University of Colorado in 1952 and pursued post-medical school studies
2
at Duke University and Washington University School of Medicine. Dr. Hitt has
taught and conducted research at several institutions in the United States and
Mexico, culminating with his work at the World Health Organization in Mexico
City from 1989 to 1994. He was the recipient of the Eli Lily Award from the
National Institutes of Health in 1953, the Leeuwenhoek Award in 1960, the
Cientifico Destacado in 1990 and 1992 and the Bioethics International Award of
Merit in 1993. Dr. Hitt was a member of the Board of Directors of Physicians
Against Nuclear War, an organization awarded the Nobel Peace Prize in 1985. Dr.
Hitt is currently the director of the William Hitt Center, which conducts
clinical immunology and addiction recovery programs, has operated since 1986 and
now has 7 locations in Central and South America, with headquarters in Tijuana,
Mexico.
Richard Garrett Solomon, age 57.February 1997, Mr. Solomon was re-appointedone of the Company’s directors. He was reappointed to the Board of Directors in AprilMay 2000. Mr. Solomon is the Executive Director of Medizone
New Zealand, Ltd.,received a joint venture owned 50% by the Company. Mr. Solomon
previously served on the Company's Board of Directors from January 1996 until
February 1997. He received his bachelorBachelor of Commerce from the Universitydegree (University of OtagoOtago), and a Diploma of Business and Industrial Administration from the University(University of Auckland andAuckland). He is an Associated CharterAssociate Chartered Accountant. HisMr. Solomon’s career has been in business and investment. For 20 years he developed and ran his ownoperated a private hospital operating company, in New Zealand, Haven Care Hospitals Ltd., which
specializes in 24 hour medical and nursing care for the elderly. Mr. SolomonLimited. He was a long standing Board Memberlong-standing board member and Presidentpresident of the New Zealand Hospitals Association. Among his accomplishmentsAssociation and
6
he was leadinginstrumental in the establishment of the New Zealand Council on Health Careof Healthcare Standards, Inc., which administers standards and
accreditation of healthcare facilities innow known as Quality Health New Zealand.
Daniel D. Hoyt
Mr. Hoyt joined our board as 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 speaking 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 the Board of Biological Systems, Inc., a privately held corporation involved with bio-cleansing remediation systems for animal fats and oil-based materials.
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 and assumed responsibility as Director of Medical Affairs. In October 2008, Dr. Shannon was appointed President of the Canadian Foundation for Global Health. 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 27 years. He served in the Canadian Forces for 31 years retiring at the rank of Commodore 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 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. 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 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) 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 O3 delivered via minor autohemotherapy in the treatment of AIDS. He was also responsible for several primate studies utilizing 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 serve at the discretion of the Board of Directors. There is no family relationship between or among any of our directors and executive officers. The following table sets forth information concerning our executive officers and directors as of June 26, 2009:
| Name | Age | Position | ||||
| Edwin G. Marshall | 67 | Chairman of the Board, Chief Executive Officer | ||||
| Richard G. Solomon | 66 | Director | ||||
| Daniel D. Hoyt | 69 | Director | ||||
| Michael E. Shannon | 60 | Director | ||||
| Steve M. Hanni | 40 | Chief Financial Officer | ||||
7
Biographical information concerning members of our Board of Directors (who are also nominees for director to be voted upon at the Annual Meeting) is contained above under the caption “Nominees for Director.” The following information is provided regarding our remaining executive officers. In addition to those officers and directors, 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 Utah and Nevada. He graduated from Weber State University with both a Bachelor and Masters Degree in accounting. He is a member of the Company.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. Marshall's wife, Jill Marshall, isHanni 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. Mr. Hanni was previously a partner with the firm of HJ & Associates, LLC, a public accounting firm that acts as our independent public accountant in connection with the audit of our annual reports and the review of our quarterly financial reports.
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 OperatingFinancial Officer and Secretaryto 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 Company.
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.
Director CompensationIndependence
Our Board of Directors are not compensated for their service as membershas determined that Daniel Hoyt, a member of the Board of Directors. TheyDirectors, 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 reimbursed for certain expenses incurred in connection with
their attendance and participation at meetingscurrently no standing committees of the Board or the Company.
Board of Directors Meetings and Committees
Directors.
Corporate Governance
The Board of Directors took action at 3 duly noticed meetingsis 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, 2000.2008. All directors attended 100% of the directors attended or participated in
each of these meetings. Presently there are no active committees of the Board.
Executive Officers
The following individuals serve as executive officers of the Company:
Name Age Current Positions
Edwin G. Marshall 57 Chairman, Chief Executive Officer
Gerard V. Sunnen, MD 57 Director, President, Director of Science
Jill Marshall 48 Chief Operating Officer, Secretary
Kevin R. Andersen 48 Chief Financial Officer
Biographical information for Mr. Marshall and Dr. Sunnen is contained
elsewhere in this Proxy Statement. Information regarding Mrs. Marshall and Mr.
Andersen follows:
3
Jill C. Marshall, ND, became the Chief Operating Officer and Corporate
Secretary of Medizone in April 1998. Dr. Marshall is the recipient of a Doctor
of Naturopathy degree from The Southern College of Naturopathy and a Bachelor of
Arts degree from Long Beach State majoring in Sociology and Health Education.
She brings a successful background in Naturopathic healing, teaching, sales
training and marketing to Medizone with 20 years experience working in corporate
environments. Dr. Marshall's previous sales and marketing clients include:
Foundation Health, Plus Financial, Principal Financial Group, Paul Revere
Companies, Discovery Toys, Lotus Development, Pacific Bell, PG&E and Blue Shield
of California. Dr. Marshall is the wife of Ed Marshall, the Company's CEO.
Kevin R. Andersen, CPA, MS, became Chief Financial Officer in November
1998. Mr. Andersen is a partner in Andersen, Andersen & Strong L.C., Certified
Public Accountants, who previously served as the Company's auditors for the 4
years ended December 31, 1997. Mr. Andersen has a Master of Science in Taxation
(graduating Phi Kappa Phi) from University of Nevada Las Vegas and a Bachelor of
Science in Accountancy from the University of Utah. His professional experience
includes work as a Senior Tax Manager with the Las Vegas office of the national
accountancy firm of Laventhol & Horwath and in the firm's National Tax
Department in Washington, D.C.
Security Ownership of Certain Beneficial Owners and Management
The following table contains information as of April 14, 2000, regarding
beneficial stock ownership of (i) all persons known to the Company to be
beneficial owners of more than 5% of the outstanding common stock; (ii) each
director and each person who served at any time during fiscal year 1999 as the
Company's CEO, and (iii) present officers and directors of the Company as a
group. Each of the persons in the table below has sole voting and dispositive
power as to all of the shares shown as beneficially owned by them except as
otherwise indicated.
Number of Shares Percent of
Beneficially Owned Outstanding Shares
------------------ ------------------
Name and Address
Edwin G. Marshall 75,013,408(1) 48.0%
Chairmanmeetings of the Board Chief Executive Officer
P.O. Box 742
Stinson Beach, CA 94970
Gerard V. Sunnen, MD 3,779,462 2.4%with one exception in which a director was unavailable and authorized the Chairman by proxy to vote on his behalf. The Board Member
Presidenthas 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 DirectorExchange Commission and within the meaning of Research
200 East 23rd Street
New York, NY 10016
Richard G. Solomon 7,199,001(2) 4.6%
Board Member, Medizone International
Director, Medizone New Zealand, Ltd.
77 Seaview Road
Remuera, Auckland 1005
New Zealand
William Hitt, MD, Ph.D. 350,000 *
Board Member
P.O. Box 434357
San Diego, CA 92143
4
Jill C. Marshall, ND 75,013,408(3) 48.0%
Chief Operating Officer,
Corporate Secretary
P.O. Box 742
Stinson Beach, CA 94970
Kevin Andersen 145,000(4) *
Chief Financial Officer
8760 Hidden Oak Drive
Salt Lake City, UT 84121
All Officers and Directors 86,486,871 55.7%
as a Group (6 persons):
* Less than 1%.
(1) Amount indicated includes (i) an 920,000 shares owned of record by
Jill Marshall, Mr. Marshall's wife and the COOSection 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 (ii) 4,936,507 shares ownedhas communicated the high level of record by Sand Dollar, a limited
partnershipethical conduct expected from all of which Mr. Marshall is the general partner, (iii)
6,079,361 shares owned directly by Mr. Marshall, (iv) 395,000
shares held in street name, and (iv) warrants held by Sand Dollar
to purchase up to 62,682,540 shares of Common Stock exercisable at
prices ranging from $0.07 to $0.20 per share.
(2) Amount indicated includes combined holdings of Mr. Solomon
individually and of Solwin Investments Ltd.
(3) Amount indicated includes (i) 6,079,361 shares owned of record by
Ed Marshall, Mrs. Marshall's husband and the CEO of the Company,
(ii) 4,936,507 shares owned by Sand Dollar, of which her husband
is the general partner, (iii) 920,000 shares owned directly by
Mrs. Marshall, (iv) 395,000 shares held in street name; and (iv)
warrants held by Sand Dollar to purchase up to 62,682,540 shares
of Common Stock exercisable at prices ranging from $0.07 to $0.20
per share.
(4) All shares held in the name of Mr.Andersen's wife, Debra Andersen.
its employees, including its officers.
Compliance with Section 16(a) of Thethe Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sCompany’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company'sits equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and shareholdersstockholders 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 stockCommon Stock by or on behalf of any director, executive officer or 10%-holder, stockholder, which would require the filing of any report pursuant to Section 16(a) during the fiscal year ended December 31, 1999,2008, that was not timely filed with the Commission.
5
Commission, except for the following reports which are expected to be filed during April 2009, once the necessary filing codes are obtained:
8
| • | 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 compensation paid by the
Company to theour Chief Executive Officer of the Company for each of the past 2three years. No officer of the Company was paid more than $100,000 during 1999.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------
Name and Principal
Position Year Salary Bonus Options (#)
- --------------------------------------------------------------------------------
Edwin G. Marshall 1999 $ 0(1) $ 0 0
Chairman and CEO 1998 $75,000(2) $ 0 0
(1) No compensation was paid in 1999. In January 2000, the Board of
Directors authorized the issuance of 750,000 shares of common stock,
valued at $.175 per share, as payment of compensation for calendar year
1999.
(2) In 1998, the Board of Directors authorized and caused the issuance of
1,500,000 shares of common stock, valued at $.05 per share, as payment
of compensation for Mr. Marshall's services as CEO. The shares of
common stock issued in 2000 and in 1998 were valued at the closing
price of the Company's common stock as reported by the Nasdaq
Over-the-Counter ("OTC") Electronic Bulletin Board on the dates of
issue.
Employment Contracts and Termination of Employment Arrangements
The Company
| Nonequity | Nonqualified | |||||||||||||||||||||||||||||||||||
| Incentive | Deferred | |||||||||||||||||||||||||||||||||||
| Option | Plan | Compensation | All other | |||||||||||||||||||||||||||||||||
| Salary | Bonus | Stock Awards | Awards | Compensation | earnings | compensation | Total | |||||||||||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
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 | |||||||||||||||||||
| (1) | 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 accrued for all periods of her employment by the Company and remains unpaid to Dr. Marshall. | |
| (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). | |
| (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 2,500,000 shares of Common Stock to Mr. Marshall, valued at $0.02 per share, or $50,000. The shares, however, were not issued to Mr. Marshall until May 2008. |
9
We do not have any employment agreements with any employee at this time.
Compensation Committee Interlocks and Insider Participation
The Companyemployee. Our Board of Directors does not have a compensation committee or audit committee. MattersThe Board determines matters concerning the compensation of executive officers. When resources allow, we anticipate that directors will be paid an annual fee and a fee for attendance at meetings of the Board and meetings of committees of the Board.
The following table sets forth information regarding outstanding equity awards at December 31, 2008 held by our named executive officers.
Outstanding Equity Awards at Fiscal Year-End Table
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
| Equity | Equity | Equity | ||||||||||||||||||||||||||||||||||
| incentive | incentive | incentive | ||||||||||||||||||||||||||||||||||
| plan awards: | plan awards: | plan awards: | ||||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Number of | Market or | ||||||||||||||||||||||||||||||||
| securities | securities | securities | unearned | payout value of | ||||||||||||||||||||||||||||||||
| underlying | underlying | underlying | Number of | Market value of | shares, units or | unearned | ||||||||||||||||||||||||||||||
| unexercised | unexercised | unexercised | Option | shares or units | shares of units | other rights | shares, units or | |||||||||||||||||||||||||||||
| options | options | unearned | exercise | of stock that | of stock that | that have not | other rights that | |||||||||||||||||||||||||||||
| (#) | (#) | options | price | Option | have not vested | have not vested | vested | have not vested | ||||||||||||||||||||||||||||
| Name | exercisable | unexercisable | (#) | ($) | 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 compensation paid to the Company’s Board of Directors during the most recent completed fiscal year. Directors who are also employees and officers of the Company are determined bynot otherwise compensated for their service on 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. |
10
Security Ownership of Certain RelationshipsBeneficial Owners and Related Transactions
InManagement
Equity Compensation Plan Information
The following table sets forth information regarding outstanding awards and shares reserved for future issuance under our equity compensation plans as of 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 1997,26, 2009, the Company was not aware of any beneficial owners of more than five percent of its outstanding Common Stock other than stockholders who are 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 information as of June 26, 2009, as to the Company’s Common Stock beneficially owned by our directors, principal executive officer, principal financial officer, principal accounting officer and other executive officers or persons performing similar functions for the Company (collectively the “named executive officers”) and by all directors and named executive officers as a group:
| (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) | 7.6 | % | |||||
| Common Stock | Richard G. Solomon, Director | 10,210,001 | (2) | 4.9 | % | |||||
| Common Stock | Daniel D. Hoyt, Director | 20,164,816 | (3) | 9.6 | % | |||||
| Common Stock | Michael E. Shannon, Director | 3,680,000 | 1.8 | % | ||||||
| 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 | 24.5 | % | ||||||
| * | 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. |
11
| (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 210,035,757 shares outstanding. This amount includes currently exercisable warrants for the purchase of 10,109,629 shares and eliminates all duplicate holdings. |
PROPOSAL NUMBER 2
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF
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 COMPANY
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 COMPANY
Proposed Amendment
The Board of Directors of the Company has approved an amendment to Article IV of the Company’s Articles of Incorporation. The amendment would (a) increase the number of authorized shares of Common Stock from 250,000,000 to 395,000,000, par value $0.001 per share, and (b) authorize a class of Preferred Stock to be issued warrantsfrom 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 Sand Dollar SolutionBoard’s action to purchase anamend the Articles of Incorporation is subject to the approval of the Company’s stockholders.
The Board of Directors considers the increase in authorized 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 increased number of authorized shares of Common Stock and the ability to issue Preferred Stock will also give management 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 73,333,333shares which this corporation shall have the authority to issue is 250,000,000 shares of common stock in connection with
funding arrangedhaving $.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 provided by Sand Dollar. Sand Dollar purchased 5,714,286assessment.
Effect of Proposed Amendment
The amendment will increase the number of shares of common stock upon exerciseCommon Stock issuable by the Company and would also allow the Company to issue one or more series of part of the warrants, at a price of $.07
per share, for a total purchase price of $400,000.
In 1998, Sand Dollar exercised warrants to purchase a total of 857,142
shares of common stock at $.07 per share, or a total of $60,000.
In 1999, Sand Dollar exercised warrants to purchase a total of 936,507
shares of common stock at $.07 per share, or a total of $65,555.
In January 2000, Sand Dollar exercised warrants to purchase 3,142,857
shares of common stock at $.07 per share, or a total of $220,000. As of April
14, 2000, Sand Dollar continued to hold warrants for the purchase of 62,682,540
6
shares at prices ranging from $.07 to $.20 per share. The termination dates of
the warrants have been extended byPreferred Stock with such rights and preferences as the Board of Directors, through April 2000.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 designation of the rights and preferences 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 the Articles of Incorporation as previously amended. The Company's Chairmantext 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 Chief Executive Officeris 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 approximatelyshares 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 general partnerBoard currently aware of Sand Dollar.
The shares issued upon exerciseany 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 Sand Dollar warrants were not
registered underCompany, including transactions in which the Securities Actstockholders might otherwise receive a premium for their shares over then current market prices.
For these reasons, the Company’s Board of 1933 in relianceDirectors 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 exemptions from
registration, including those createdthe consideration per share received by the safe harbor provisionsCompany for any subsequent issuance of Regulation D underCommon Stock or the Actrights and preferences designated for offerings made solelyany 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 accredited investors.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 required 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:
13
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 are "restricted shares"which the Corporation is authorized to issue is Four Hundred Twenty-Five Million (445,000,000). Three Hundred Ninety-Five Million (395,000,000) 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 that termto class, powers, designations, preferences, limitations, restrictions or relative rights. The board of directors of the Corporation is defined under the Actauthorized to fix and determine any class or series of Preferred Stock and the transfernumber of shares of each class or series and saleto 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 is therefore subject to the limitations and
restrictions imposedof stock issued by the federalCorporation shall be issued as fully paid up and state securities laws applicablenonassessable. 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.
If the proposed amendment is approved, we will file with the Secretary of State the form of Articles of Amendment found in Appendix A to this Proxy Statement, which include the amended Article IV. If the proposed amendment is not approved by a majority of the outstanding shares issued in privateof the Company, the Articles of Incorporation of the Company will not be amended.
Vote Required and Board Recommendation
Approval of the amendment requires the affirmative vote of stockholders holding at least a majority of the Company’s outstanding Common Stock. The directors and executive officers of the Company, holding an aggregate ofvoting shares or non-public sales% of securities.
our Common Stock as of June 26, 2009, intend to vote FOR approval of the Amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT OF
THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
PROPOSAL 2 -- APPROVALNUMBER 3
RATIFICATION OF THE SELECTION OF HJ ASSOCIATES & CONSULTANTS, LLP
AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLICACCOUNTANTS
ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009
AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009
The Board of Directors has selected Jones JensenHJ Associates & Co.Consultants, LLP as the Company’s independent registered public accountants for the Company for the year ending December 31, 2000. Jones
Jensen & Co. also served in that capacity for the year ended December 31, 1999.
At the Annual Meeting shareholders will be asked to ratify the selection by
the Board of Directors of Jones Jensen & Co. Representatives of theaccounting firm may
attend the 2000 Annual Meeting. If they attend, they will have an opportunity to
make a statement if they desire to do so, and they will be available to answer
appropriate questions from shareholders.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS.
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company that are intended to be presented
by the shareholders at the Company's 2001 annual meeting and that the proposing
shareholders desire to have included in the Company's proxy materials relating
to the meeting must be received by the Company no later than December 20, 2000,
which is 120 calendar days prior to the anniversary of this year's mailing date.
All proposals must be in compliance with applicable laws and regulations in
order to be considered for possible inclusion in the proxy statement and form of
proxy for that meeting.
If a shareholder wishes to present a proposal at the annual meeting in 2001
and the proposal is not intended to be included in the Company's proxy statement
relating to that meeting, then the shareholder must give advance notice to the
Company before the deadline for that meeting. If a shareholder gives notice of
such a proposal after the bylaw deadline, the shareholder will not be permitted
to present the proposal to the shareholders for a vote at the meeting.
Securities and Exchange Commission rules establish a different deadline for
submission of shareholder proposals that are not intended to be included in the
Company's proxy statement with respect to discretionary voting. The deadline for
these proposals for the year 2001 annual meeting is March 6, 2001 (45 calendar
days prior to the anniversary of the mailing date of this proxy statement). If a
shareholder gives notice of such a proposal after this deadline, the Company's
proxy holders will be allowed to use their discretionary voting authority to
vote against the shareholder proposal when and if the proposal is raised at the
Company's year 2001 annual meeting. Because the bylaw deadline above is not
capable of being determined until the Company publicly announces the date for
its next annual meeting, it is possible that the bylaw deadline may occur after
the discretionary vote deadline described above. In that case, a proposal
received after the discretionary vote deadline but before the bylaw deadline
would be eligible to be presented at next year's annual meeting and the
discretionary authority granted by the proxy card to vote against the proposal
at the meeting without including any disclosure of the proposal in the proxy
statement relating to the meeting.
7
The Company has not been notified by any shareholder of the shareholder's
intent to present a shareholder proposal from the floor at this year's Annual
Meeting. The enclosed proxy card grants the proxy holders discretionary
authority to vote on any matter properly brought before the Annual Meeting,
including any shareholder proposals received between the date of this proxy
statement and the bylaw deadline for this year's Annual Meeting, which is April
30, 2000.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present, and has not been informed that any other
person intends to present, a matter for action at the 2000 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no such
third party has been engaged by the Company as of the date hereof. The Company
will also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting materials to the beneficial owners of common stock held of
record and will reimburse such persons for forwarding such material. The cost of
this solicitation of proxies will be borne by the Company.
ANNUAL REPORT
Copies of the Company's annual report on Form 10-K (including financial
statements and financial statement schedules) filed with the Securities and
Exchange Commission may be obtained without charge by writing to the Company -
attention: Jill Marshall, P.O. Box 742, Stinson Beach, California 94970. A
request for a copy of the Company's Annual Report on Form 10-K must set forth a
good-faith representation that the requesting party was either a holder of
record or a beneficial owner of Common Stock of the Company on April 14, 2000.
Exhibits to the Form 10-K, if any, will be mailed upon similar request and
payment of specified fees to cover the costs of copying and mailing such
materials. These documents have been filed by the Company with the Securities
and Exchange Commission and are posted and may be viewed at the Company's
website: www.medizoneint.com and at the Commission's website: www.sec.gov.
By Order of the Board of Directors
Jill Marshall, Secretary
Stinson Beach, California
April 21, 2000
8
PROXY
Medizone International, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edwin G. Marshall and Gerard Sunnen and each of
them as Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of common stock of the
Company held of record by the undersigned at the 2000 Annual Meeting of
Shareholders, May 31, 2000 at the Spinnaker Restaurant, 100 Spinnaker Dr.,
Sausalito, California, at 10:00 a.m. or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE,
INDICATE THE NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY
BY STRIKING A LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
Edwin G. Marshall Gerard V. Sunnen, M.D. William Hitt, Ph.D., M.D
Richard Garrett Solomon
2. To approve and ratify the selection of Jones Jensen & Co. as the
Company's independent public accountants for the fiscal year ending December 31, 2000.2009. Although not required by law or otherwise, the selection is being submitted to the stockholders of the Company for their approval. The Board of Directors wishes to obtain from the stockholders a ratification 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 vote 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 ratified by the stockholders, the adverse vote will be considered as a direction to the Board of Directors to select another independent registered public accounting firm. A representative of HJ Associates & Consultants, LLP is expected to be present at the Annual Meeting with the opportunity to make a statement if he so desires and to respond to appropriate questions.
14
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion,THE RATIFICATION OF
HJ ASSOCIATES & CONSULTANTS, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
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 Proxies are authorizedpast two fiscal years has been HJ Associates & Consultants, LLP. The aggregate fees billed to vote uponthe 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 business as may properly come beforematters 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 proposals to be considered for inclusion in the Proxy Statement for the 2010 Annual Meeting of Stockholders is March 15, 2010.
Where You Can Find More Information
We are subject to the information and reporting requirements of the Exchange Act under which we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials we have filed at the SEC at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s internet website at http://www.sec.gov.
You may request a copy of 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:
15
Medizone International, Inc.
144 Buena Vista,
Stinson Beach, California 94970
Email: medoz3int@gmail.com
(415) 868-0300
144 Buena Vista,
Stinson Beach, California 94970
Email: medoz3int@gmail.com
(415) 868-0300
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTEDSTATEMENT 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 MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,INFORMATION CONTAINED IN THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 and 2.
DATE:
-----------------------------------
- ----------------------------------------
Signature
- ----------------------------------------
Signature of joint holder, if any
PLEASE SIGN EXACTLY ASSTATEMENT TO VOTE YOUR SHARES AT THE SHARES ARE ISSUED. IFANNUAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU HOLD SHARES AS JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF A CORPORATION, PLEASE SIGNWITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND
RETURN THIS PROXY CARD PROMPTLY USINGSTATEMENT. THIS PROXY STATEMENT IS DATED JULY 17, 2009. YOU SHOULD NOT ASSUME THAT THE ENCLOSED ENVELOPE.
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 Order of the Board of Directors
Edwin G. Marshall
Chief Executive Officer and
Chairman of the Board of Directors
Chief Executive Officer and
Chairman of the Board of Directors
July 17, 2009
Stinson Beach, California
Stinson Beach, California
16
| ANNUAL MEETING OF SHAREHOLDERS OF MEDIZONE INTERNATIONAL, INC. August 26, 2009 PROXY VOTING INSTRUCTIONS INTERNET — Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card. TELEPHONE — Call toll-free 1-800-PROXIES (1-800-776-9437) in COMPANY NUMBER the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number 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 in the envelope 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 THE BOARD OF DIRECTORS RECOMMENDS A 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 VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1. Election 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 OF 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: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in 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 change 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) on the account may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
| 0 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 by telephone at 1-800-PROXIES, 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. Hanni as proxies, each with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Medizone International, Inc. held of record by the undersigned on June 26, 2009, at the Annual Meeting of Stockholders to be held at The Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on August 26, 2009, or any adjournment or postponement thereof. (Continued and to be signed on the reverse side.) 14475 |