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
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Check the appropriate box:
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[ ]
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[ ]
o Definitive Proxy Statement
[ ]
o Definitive Additional Materials
[ ]
o Soliciting Material Pursuantto Section 240.14a-11(c) or
240.14a-12
MEDIZONE INTERNATIONAL, INC.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(NameUnder 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
Medizone International, Inc.
(Name of Registrant as Specified in Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement If Other Than The Registrant)
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TABLE OF CONTENTS
MEDIZONE INTERNATIONAL, INC.
144BUENA VISTA
STINSON BEACH, CALIFORNIABuena Vista,
Stinson Beach, California 94970-0742
144
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 HELDSEPTEMBER 17, 1998
To the Shareholders:
Notice is hereby given that theON AUGUST 26, 2009
TO BE HELD
The Annual Meeting of the
ShareholdersStockholders (the “Annual Meeting”) of Medizone International, Inc. ("the Company"(the “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 Thursday, September 17, 1998,Wednesday, August 26, 2009 at 11:10:00 a.m., Pacific
Daylight Time, and at any postponement or adjournment thereof,AM (PDST) for the following purposes, which are discussed in the following pages
and which are made partpurposes:
| (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 this Notice:
1. To elect three directors, each to serve until the next
annual meetingrecord of shareholders and until his successor is
elected and shall qualify;
2. To approve a proposal to adopt Amended and Restated
Bylaws of the Company;
3. To approve the Board of Directors' selection of Anderson,
Anderson & Strong, LLP as the Company's independent
auditors; and
4. To consider and act upon any other matters that properly
may come before the meeting or any adjournment thereof.
The Company's Board of Directors has fixedour Common Stock at the close of business on June 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 3, 199826, 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 having the rightstockholders entitled to notice of and to vote at the Annual Meeting of Shareholders and any adjournment thereof. A listAs of such shareholders will be available for examination by a
shareholder for any purpose relatedJune 26, 2009, there were 220,240,924 shares of the Company’s Common Stock, par value $0.001 per share, issued and outstanding and entitled to the meeting during ordinary
business hoursvote at the officesAnnual Meeting. The presence, in person or by proxy, of a majority of the votes entitled to be cast on the record date is necessary to constitute a quorum at the Annual Meeting. Each share of Common Stock is entitled to one vote on all issues requiring a stockholder vote at the Annual Meeting. Each nominee for director named in Proposal Number 1 must receive a plurality of the votes cast in person or by proxy in order to be elected. Stockholders may not cumulate their votes for the election of directors. The affirmative vote of a majority of the issued and outstanding shares of the Company at 144 Buena Vista,
Stinson Beach, California duringis required for the ten 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
which 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 and Proxy.
Yourissuance of Preferred Stock. The affirmative vote is important. Please sign and date the enclosed Proxy and
return it promptly in the enclosed return envelope, whether or not
you expect to attend the meeting. The giving of your proxy as
requested will not affect your right to vote in person if you decide
to attend the Annual Meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, foreign
postage must be affixed. Your proxy is revocable at any time before
the meeting.
By Ordera majority of the Boardvotes cast on the matter is required for approval of Directors,
Jill Marshall, Secretary
Stinson Beach, California
August 7, 1998
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. (the "Company") for use in voting at the Annual Meeting of Shareholders to be held at the Spinnaker
Restaurant, 100 Spinnaker Dr., Sausalito, California on September 17,
1998, at 11:00 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 instructions ofdirections on the shareholder completing the
proxy.proxies. If no specific instructions are given,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 electionAnnual Meeting. However, if any other matter is properly presented at the Annual Meeting, it is the intention of the nominees for directors set forth
herein, FOR approvalpersons named in the enclosed proxy to vote in accordance with their best judgment on such matters.
Internet Availability of Proxy Materials
In accordance with rules approved by the Securities and Exchange Commission (“SEC”), instead of mailing a printed
copy of the Amended and Restated BylawsCompany’s proxy materials to stockholders, the Company may furnish proxy materials to stockholders on the Internet by providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability” or “Notice”) to stockholders when the materials are available on the Internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the Company,proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and FOR ratificationreview all of the appointmentCompany’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 auditors. A
shareholder givingInternet Availability and would still like to receive a printed copy of the Company’s proxy materials, including a proxy card or voting instruction card, you should follow the instructions for requesting these materials included in the Notice of Internet Availability.
The Company intends to commence distribution of the Notice of Internet Availability to stockholders on or about June 29, 2009.
The Company first made available the proxy solicitation materials atwww.amstock.com/proxyservices/ viewmaterials.aspon or about July 17, 2009 to all stockholders entitled to vote at the annual meeting. You may also request a printed copy of the proxy solicitation materials by any of the following methods: by Internet at www.amstock.com/proxyservices/requestmaterials.asp, by telephone at 888-776-9962 (718-921-8562 for international callers); or by sending an e-mail to info@amstock.com. 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 meeting, in person or by proxy, of
shareholders holding in the aggregate a majority of the outstanding
shares of the Company's common stock entitledThe 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 vote shall
constitute a quorum for the transaction 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 count 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 who
attend and vote in person or by proxybe Voted upon at the Annual Meeting
At the Annual Meeting, stockholders will be
counted by inspectorsact 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 be appointed byknow to vote on an informed basis at the Company (it is
anticipatedAnnual 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 the inspectors will be employees, attorneys or
agentsthose stockholders who are recorded in our record books as owning shares of our Common Stock as of the Company).
The close of business on August 3, 1998, 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
144,323,804of June 26, 2009, we had outstanding 220,240,924 shares of Common Stock, which are all eligible to vote at the Company's common stock outstanding and
entitled to vote. For a description of the principal holders of such
stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" below.
This Proxy Statement and the enclosed Proxy are being furnished to
shareholders on or about August 14, 1998.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Annual Meeting.
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The Company's Bylaws, as amended, provide that the number of
directors shall range from three to seven, as determined from time
to time by the shareholders or the Board of Directors. Presently the
Company'sDirectors’ Recommendations
Our Board of Directors consistsunanimously recommends that our stockholders vote “FOR” each of four members, threethe proposals to be presented at the meeting.
What Vote is Required to Approve the Proposals
Election of whom
areDirectors:The election of the nominees for electiondirector requires the affirmative vote of a plurality of the shares cast at the Annual Meeting. ItThis means that each nominee will be elected if he receives more affirmative votes than negative votes, even if he receives less than a majority of the votes cast at the meeting. If you do not want to vote your shares for a particular nominee, you may so indicate in the space provided on the proxy card or on the voting instruction card. In the unanticipated event that any of the nominees is anticipated
that future financing and other transactions may,unable or declines to serve, the proxy holder will have the discretion to vote the proxy for another person, as a part of their
terms, require the expansion ofshall be designated by the Board of Directors to replace the nominee, or, in lieu thereof, the Board may reduce the number of directors.
Increase of Authorized Shares and Authorization of Preferred Stock:The approval of the amendment to our Articles of Incorporation to (a) increase the number of shares of Common Stock that the Company is authorized to issue, and (b) authorize the future issuance of Preferred Stock, requires the affirmative vote of a majority of the shares issued and outstanding.
Ratification of the Selection of Independent Registered Public Accounting Firm: Ratification of the selection of HJ Associates & Consultants, LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on the matter. If the stockholders do not ratify the appointment of additional directors to fill the vacancies created by
such expansion. At such time,HJ Associates & Consultants, LLP, the Board of Directors will appoint
personsmay, but is not required to, fill the new vacancies, as provided in the Amended and
Restated Bylaws. Each director electedreconsider such appointment.
Other Matters:We do not know of any business or proposals to be considered at the Annual Meeting other than those that are described in this Proxy Statement. If any other business is proposed and we decide to allow it to be presented at the Annual Meeting, the proxies that we receive from our stockholders give the proxy holders the authority to vote on that matter according to their best judgment.
How to Vote if You are Unable to Attend the Annual Meeting in Person
You do not 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 by the Company 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 such personof the nominees is unable or unwillingdeclines to serve, the proxy holder will have the discretion to vote the proxy for another person, as a nominee for the office of 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 fill such vacancy,replace the nominee, or, for the balance of those nominees named
without nomination of a substitute, orin lieu thereof, the Board may be reduced
accordingly.reduce the number of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
EACH NOMINEE LISTED BELOW.
EACH NOMINEE LISTED BELOW.
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 Boardnominees for director, each of Directors has no reason to believe that anywhom is currently a director of such nominees will be unwilling or unable to serve if elected as
a director.
The following information is furnished with respect to 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.
Mr. following:
Edwin G. Marshall age 56,
Mr. Marshall is the Chairman (since June 1997) and Chief Executive Officer (since April 1998) of the Company. He has been Chairmana full-time employee of the BoardCompany since June 1997. Mr. Marshall was unanimously appointed Chief
Executive Officer of the Company by the Board of Directors in April
1998. Educated atattended Santa Rosa Junior College and the College of Marin, he studied Business Administrationstudying fire science and Fire Science. Until 1979,business administration. From 1964 to 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 an entrepreneur,
involved mostly with real estate brokerage and investment, the
automobilepursued various business and stockpursuits, including managing his personal investments. A major shareholder in
Richard G. Solomon
Mr. Solomon is a Director of the Company since 1994,and also serves as an Executive Officer of its affiliate, Medizone New Zealand Limited. Mr. Marshall formed The Sand Dollar Solution,
a California limited partnership in 1997 and is the general partner
of that company.
Gerard V. Sunnen, M.D., age 56,Solomon has been a directorstockholder of the Company since June 1997.1992. In April 1998, 1995, Mr. Solomon joined with the Company to form Medizone New Zealand as a 50/50-owned joint venture. Between January 1996 and February 1997, Mr. Solomon was one of the Company’s directors. He was reappointed to the Board of Directors in May 2000. Mr. Solomon received a Bachelor of Commerce degree (University of Otago), and a Diploma of Business and Industrial Administration (University of Auckland). He is an Associate Chartered Accountant. Mr. Solomon’s career has been in business and investment. For 20 years he developed and operated a private hospital operating company, Haven Care Hospitals Limited. He was a long-standing board member and president of the New Zealand Hospitals Association and
6
he was instrumental in the establishment of the New Zealand Council of Healthcare Standards, Inc., now known as Quality Health New Zealand.
Daniel D. Hoyt
Mr. Hoyt joined our board 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. SunnenShannon 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 unanimously 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. Dr.
Sunnen received his B.A.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 Rutgers University and his M.D. from
theWeber State University of New York. Dr. Sunnen servedwith both a Bachelor and Masters Degree in the United
States Air Force as a medical doctor, holding the rank of Major. Dr.
Sunnen has been a practicing Clinical Psychiatrist and Psycho-
pharmacologist since 1971. He became interested in ozone in the mid-
1980's and studied under prominent German practitioners.accounting. He is the
author of "Ozone in Medicine: Overview and Future Directions,"
Journal of Advancement in Medicine, Vol. 1, No. 3 (1988). Since
taking over as the Company's Director of Science in June 1997, Dr.
Sunnen has led the Company aggressively in its scientific pursuits.
Among his many accomplishments on behalf of the Company in the last
year, Dr. Sunnen is the author of a new patent application recently
filed for the external use of ozone (Medizone) to treat pathological
conditions.
William Hitt, Ph.D.,M.D., age 72. A board member since June
1997, Dr. Hitt received a B.S. degree from the University of Denver
and a Ph.D. from Colorado A&M University. Dr. Hitt received his M.D.
from the University of Colorado and pursued post-medical school
studies at Duke University and Washington University School of
Medicine. Dr. Hitt has taught Microbiology and Virology at several
universities, including the Malcolm-Pratt Institute at Johns Hopkins
University. Dr. Hitt is a recipient of the prestigious Eli Lily
Award from the National Institutes of Health in 1953 for his
discovery and report of a new anaerobic species of mycoplasma.
Additionally, he received the Leeuwenhoek Award in 1960, the
Cientifico Destacado of Mexico in 1990 and 1992, and the Bioethics
International Award of Merit in 1993. A long-time member of the World Health Organization, Dr. HittUtah Association of Certified Public Accountants and the American Institute of Certified Public Accountants. He also has served on the Practice Advisory Council and other committees for the Utah Association of Certified Public Accountants. Mr. Hanni has taught auditing at Westminster College and accounting at Weber State University. Since 2001, Mr. Hanni has been engaged in public practice with the firm of Stayner, Bates & Jensen, PC, Certified Public Accountants, in Salt Lake City, Utah. 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 Financial Officer and to former officers. The Company has not entered into any transactions with related persons during the last two completed fiscal years that resulted in indebtedness or otherwise involved amounts in excess of the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years.
Director Independence
Our Board of Directors has determined that Daniel Hoyt, a member of the Board of Directors, is an independent director. Except for Mr. Hoyt, the Company currently has no other independent directors as defined by the rules of Physicians Against Nuclear War, which organizationany securities exchange or inter-dealer quotation system. The Company’s Common Stock was awardedpreviously traded on the Nobel Peace Prize in 1985. Dr. Hitt resides in Southern
CaliforniaOTC Bulletin Board and operates a numberis now quoted on the Pink Sheets. These markets do not impose standards relating to director independence or the makeup of William Hitt Centers
internationally.committees with independent directors, or provide definitions of independence. There isare currently no family relationship between any directorsstanding committees of the Company. Mr. Marshall's wife, Jill Marshall,Board of Directors.
Corporate Governance
The Board of Directors is elected by and is accountable to the Chief Operating
Officer and Secretary of the Company.
DIRECTOR COMPENSATION
Directors have not received any compensation for their services
as Directorsstockholders of the Company. The AmendedBoard establishes policy and Restated Bylaws to be
voted upon by the shareholders at the Annual Meeting, provide that
the Board of Directors may establish compensation levels for
Directors. At this time, Directors receive no compensation for their
service as such, although they may be reimbursed for certain expenses
incurred in connection with their attendance at meetingsprovides strategic direction, oversight, and control of the Company. The Board or the Company which they attend or in which they participate.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Company's Board of Directors took action at 10 duly noticed
meetings of the Boardmet three times during the fiscal year ended December 31, 1997.
Each nominee for director then serving as a director2008. All directors attended or
participated in all100% of the meetings of the Board with one exception in which a director was unavailable and authorized the Chairman by proxy to vote on his behalf. The Board has no separate audit, compensation, nominating or other committees.
Code of Directors.
Presently there are no active committeesEthics
The Company has adopted a formal, written code of conduct within the specific guidelines as promulgated by the Securities and Exchange Commission and within the meaning of Section 406 of the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES/CONSULTANTSSarbanes-Oxley Act of 2002. This document can be found on the Company’s website athttp://www.medizoneint.com. The following individuals serve asCompany’s Code of Ethics applies to its named executive officers, or
significantas well as all other employees. The Company has communicated the high level of ethical conduct expected from all of its employees, or consultantsincluding its officers.
Compliance with Section 16(a) of the Company:
CURRENT
NAME AGE POSITION(S)(1)
- ----------------------- --- -----------------------------
Edwin G. Marshall 56 Chairman, Chief Executive
Officer
Dr. Gerard V. Sunnen 56 President, Director of
Science, Director
Arthur P. Bergeron 48 Vice President, Chief
Financial Officer, Treasurer
Jill Marshall 46 Chief Operating Officer,
Secretary
___________
(1) Directors serve for one year and until their successors are elected
and qualified. All officers serve at the pleasure of the Board of
Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 31, 1998,
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 1998 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 power and sole dispositive
power as to all of the shares shown as beneficially owned by them
except as otherwise indicated.
(1) Includes (i) an aggregate of 160,000 shares owned of record by Mr.
Marshall's wife, 1,000 shares owned of record by his son, and
50,000 shares owned jointly with his mother, (ii) 6,571,428 shares
owned by Sand Dollar, of which he is the general partner, (iii)
250,000 shares owned directly by Mr. Marshall, (iv) 165,000 shares
held in street name; and (iv) options held by Sand Dollar to
purchase up to 66,761,905 shares of Common Stock exercisable at
prices ranging from $0.07 to $0.20 per share.
(2) Includes (i) 544,167 shares held through the Bergeron Profit
Sharing Plan; and (ii) 1,000,000 shares obtainable upon exercise
of the option granted in Mr. Bergeron's employment agreement
which vested on January 1, 1996 (500,000 shares) and January
1, 1997 (500,000 shares).
(3) Includes 500,000 shares registered in the name of his wife.
(4) Based on a total of 212,085,709 shares outstanding assuming
exercise of all options and warrants described above.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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 ten percent10% 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 greaterstockholders owning more than ten-percent
shareholders10% 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) forms
which they file.. The Company is not aware of any transactions in its outstanding securitiesCommon Stock by or on behalf of any director, executive officer or ten percent holder,10% stockholder, which would require the filing of any report pursuant to Section 16(a) during the fiscal year ended December 31, 1997,2008, that was not timely filed with the Commission.
EXECUTIVE COMPENSATION
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 $0.02 per share. |
Executive Compensation
The following Summary Compensation Table shows compensation paid by
the Companyto our Chief Executive Officer for services rendered duringeach of the past three fiscal years to
persons serving as the Chief Executive Officeryears.
Summary Compensation Table
| Nonequity | Nonqualified | |||||||||||||||||||||||||||||||||||
| Incentive | Deferred | |||||||||||||||||||||||||||||||||||
| Option | Plan | Compensation | All other | |||||||||||||||||||||||||||||||||
| Salary | Bonus | Stock Awards | Awards | Compensation | earnings | compensation | Total | |||||||||||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
Edwin G. Marshall (1) | 2008 | $ | 170,000 | (2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 170,000 | ||||||||||||||||||
| Chairman and CEO | 2007 | $ | 170,000 | (3) | $ | 0 | $ | 50,000 | (5) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 220,000 | |||||||||||||||||
| 2006 | $ | 170,000 | (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 170,000 | |||||||||||||||||||
| (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. Our Board of the Company during the
last fiscal year. In June 1997, Joseph Latino was removed as the Company's
President and Chief Executive Officer. He was replaced by Milton G. Adair.
Mr. Adair resigned in April 1998 to pursue other interests and he was
succeeded by Mr. Marshall as the CEO and by Dr. Sunnen as the President.
(1) Dr. Latino's employment was terminated by the Company on May 14,
1997. He was reimbursed for certain expenses in the amounts of
$33,222 and $45,642, in 1995 and 1996, respectively. In 1995 and
1996, the Company also provided Dr. Latino with health insurance.
The options referred to in the table expired May 14, 1998. Dr.
Latino did not exercise any options held by him.
(2) Mr. Adair left the Company in April 1998.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company and its former Chief Executive Officer, Joseph S. Latino
entered into an employment agreement, effective January 1, 1995,
pursuant to which the Company agreed to employ Dr. Latino as its Chief
Executive Officer and Director of Research, at a salary of $180,000 per
annum, for a one-year period or until terminated by either of the parties
in accordance with its terms. Dr. Latino received certain fringe benefits
under the contract including the use of an automobile and health and life
insurance. He was also granted an option to purchase 3,000,000 shares of
the Company's Common Stock, par value $.001, at a per share price of $.20.
The option was to vest in annual increments of 1,000,000 shares, on and
after January 1 of each of 1996, 1997 and 1998, provided that Dr. Latino was
still employed by the Company at such dates. The agreement continued in
effect in 1996 but was terminated for cause in May 1997. The options held
by Dr. Latino expired in May 1998.
The Company agreed to employ Arthur P. Bergeron, effective January
1, 1995, as its Chief Financial Officer, at a salary of $72,000 per annum,
plus monthly expenses and health insurance, for a one-year period or until
terminated by either party in accordance with its terms. Mr. Bergeron
continues to serve in the positions of Vice President, Treasurer and Chief
Financial Officer. Mr. Bergeron also continues in his private accounting
practice. Mr. Bergeron was also granted an option to purchase 1,500,000
shares of the Company's common stock, par value $.001, at a per share price
of $.20. This option was to vest in annual increments of 500,000 shares on
and after January 1 of each of 1996, 1997 and 1998, provided that Mr.
Bergeron is still employed by the Company at each such date. The agreement
also provides for certain bonuses to be paid if the Company achieves
certain financial results.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The CompanyDirectors does not have a compensation committee or audit committee. MattersThe Board determines matters concerning the compensation of executive officers are determined by the
Company's Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1997, the former membersofficers. 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 Directors resigned
or were removed and replacedcommittees of the Board.
The following table sets forth information regarding outstanding equity awards at December 31, 2008 held by a newour 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 which included
certain ofduring the currentmost recent completed fiscal year. Directors who will be voted upon at this Annual
Meeting of Shareholders. At that time, the new Board of Directors
authorized the Company to enter into an agreement with Sand Dollar pursuant
to which Sand Dollar was issued warrants to purchase an aggregate of
73,333,333 shares of the Company's Common Stock in connection with funding
arranged and/or provided by Sand Dollar. Sand Dollar purchased 5,714,286
shares of Common Stock pursuant to such warrants, at a price of $.07 per
share, for a total purchase price of $400,000. Sand Dollar has made
subsequent purchases under the warrants totaling $60,000 at $0.07 per share.
The current Chairmanare also employees and Chief Executive Officerofficers of the Company Edwin G.
Marshall, isare not otherwise compensated for their service on the General Partner of Sand Dollar.
PROPOSAL 2 -- APPROVAL OF AMENDED AND RESTATED BYLAWS
The Board of Directors has approved AmendedDirectors.
| Nonqualified | ||||||||||||||||||||||||||||
| Non-equity | deferred | |||||||||||||||||||||||||||
| Fees earned or | Stock | Option | incentive plan | compensation | All other | |||||||||||||||||||||||
| paid in cash | awards | awards | compensation | earnings | compensation | Total | ||||||||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
| (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 Beneficial Owners and Restated BylawsManagement
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 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 (the "New Bylaws"). whose beneficial holdings of our Common Stock are described below.
Security Ownership of Management
The New Bylaws reflect changesfollowing table sets forth information as of June 26, 2009, as to Nevada
corporate law since the adoption of the original bylaws ("Old Bylaws"). The
Old Bylaws were adopted beforeCompany’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 became an operating entity(collectively the “named executive officers”) and the Board of Directors believes that the New Bylaws are needed to provide
the Board of Directorsby all directors and the Company with appropriate regulations that
more closely fit the current needs of the Company. A copy of the New Bylaws
is attached to and madenamed executive officers as a part of this Proxy Statement.
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 DIRECTORSRECOMMENDS THATOF THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO ADOPT THE NEW BYLAWS.
SUMMARY OF NEW BYLAWS COMPARED TO OLD BYLAWS
The key provisions of the New Bylaws that differ from their
counterparts in the Old Bylaws are described briefly below. The following
summary is qualified in its entirety by the full text of the New Bylaws.
You are advised to read the New Bylaws and carefully consider the changes
that have been made before you mark your ballot.
The New Bylaws have been prepared and adopted by the Board of Directors
to update the Old Bylaws and to more accurately reflect the management
structure adopted by the Company. Among other things, the New Bylaws
address the following matters that are either omitted from the Old Bylaws
or that are treated in the Old Bylaws in an out-dated manner:
Officers. The New Bylaws include provisions allowing for appointment
of several executive officers that are commonly found in corporations.
These officers include Chief Executive Officer and Chief Operating Officer.
The New Bylaws plainly describe the duties of all officers of the Company
and establish guidelines for managing the Company if one or more of these
offices is not filled.
Directors. The New Bylaws permit the Company to compensate
directors. Management believes this ability is necessary to attract and
retain qualified individuals as Board members. The Old Bylaws provided that
directors would receive no compensation. The Board has not determined what,
if any, compensation directors may receive following approval of the New
Bylaws.
Meetings and Corporate Governance. The New Bylaws reflect changes
and advances in technology, such as facsimile, email and same-day or next-
day courier service that have changed the pace of business internationally.
For example, the New Bylaws permit the directors to receive notice of
meetings by means of any one of these rapid methods of delivery. The New
Bylaws also give the Board some flexibility in setting the date of the
Company's annual meeting of shareholders, rather than suggesting a firm date
each year. A suggested form of notice and procedure for delivering notice
of shareholder meetings is also contained in the New Bylaws.
Like the Old Bylaws, the New Bylaws limit directors and officers'
liability for certain breaches of fiduciary duty and require the Company to
indemnify persons serving as directors of the Company from and against
personal liability for acts or omissions of the director or officer during
their service to the Company, to the fullest extent permitted by Nevada law.
PROPOSAL 3 APPROVAL OF INDEPENDENT AUDITORS
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
Proposed Amendment
The Board of Directors of the Company has selected Anderson, Anderson
& Strongapproved 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 from time to time in such series and with such rights and preferences as the independent auditorsBoard of Directors may from time to time determine and designate. The Board’s action to amend 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 shares which this corporation shall have the authority to issue is 250,000,000 shares of common stock having $.001 par value per share. All stock of the corporation shall be of the same class, common, and shall have the same rights and preferences. Fully-paid stock of this corporation shall not be liable to any further call or assessment.
Effect of Proposed Amendment
The amendment will increase the number of shares of Common Stock issuable by the Company and would also allow the Company to issue one or more series of Preferred Stock with such rights and preferences as the Board of Directors, in its discretion, may designate. Presently there are no shares of Preferred Stock authorized or outstanding. There are no immediate plans to issue any shares of Preferred Stock and all shares authorized by the amendment at this time would be issuable only after the Board of Directors adopts a 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
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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 text of the Articles of Amendment to the Articles of Incorporation, including the proposed amendment to Article IV, is attached to this Proxy Statement asAppendix A and is incorporated herein by reference. Other than outstanding options or warrants that are currently out of the money, we have no current understanding, arrangement or agreement, oral or written, to issue stock, either Common or Preferred, for any purpose that would require an increase in the Company’s authorized Common Stock.
Background of the Proposed Amendment
As of the Record Date, there were approximately 220,240,924 shares of the Company’s Common Stock issued and outstanding. As of the Record Date, there were 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 Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of this Proposal No. 2 could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.
For these reasons, the Company’s Board of Directors is seeking stockholder approval of the proposed amendment. If the amendment is approved at the Annual Meeting, generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of Common Stock or for the designation and issuance of any series of Preferred Stock, unless required by law or any rules or regulations to which the Company is subject.
Depending upon the consideration per share received by the Company for any subsequent issuance of Common Stock or the rights and preferences designated for any series of Preferred Stock, such issuance could have a dilutive effect on those stockholders who previously paid a higher consideration per share for their stock. Also, future issuances of Common Stock (and, to the extent voting rights are also granted to any series of Preferred Stock when designated and issued, the issuance of shares of such series of Preferred Stock or to the extent such Preferred Stock may be convertible into Common Stock) will increase the number of outstanding shares, thereby decreasing the percentage ownership in the Company (for voting, distributions and all other purposes) represented by existing shares of Common Stock. Holders of Common Stock do not have any preemptive rights to acquire any additional securities issued by the Company.
If the stockholders do not approve the amendment, the Company will be precluded from raising additional equity capital, pursuing strategic partnership arrangements and acquisitions, or other similar transactions in which the Company is 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:
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ARTICLE IV — CAPITAL STOCK
Classes of Stock. The Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares which the Corporation is authorized to issue is Four Hundred 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 to class, powers, designations, preferences, limitations, restrictions or relative rights. The board of directors of the Corporation is authorized to fix and determine any class or series of Preferred Stock and the number of shares of each class or series and to prescribe the powers, designations, preferences, limitations, restrictions and relative rights of any class or series established, all by resolution of the board of directors and in accordance with Section 78.1955 of the Nevada Revised Statutes, as the same may be amended and supplemented. All shares of stock issued by the Corporation shall be issued as fully paid up and nonassessable. Each share of Common Stock issued and outstanding shall entitle the holder thereof to one vote on all matters presented for a vote of the Stockholders of the Corporation.
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 of 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% of 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 NUMBER 3
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
AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009
The Board of Directors has selected HJ Associates & Consultants, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 1998. Anderson, Anderson2009. 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 & Strong also servedConsultants, 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'sCompany’s independent auditors forregistered public accounting firm is not ratified by the year ended December 31, 1997.
Atstockholders, the Annual Meeting, shareholdersadverse vote will be askedconsidered as a direction to ratify the
selection by the Board of Directors to select another independent registered public accounting firm. A representative of Anderson, AndersonHJ Associates & Strong asConsultants, LLP is expected to be present at the Company's independent auditors.
Representatives of Anderson, Anderson & Strong may attendAnnual Meeting with the 1998
Annual Meeting. If they attend, they will have an opportunity to make a statement if they desirehe so desires and to do so, and they will be availablerespond to answer
appropriate questions from shareholders.
questions.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDER APPROVALA VOTE FOR THE RATIFICATION OF
HJ ASSOCIATES & CONSULTANTS, LLP AS THESELECTION OF AUDITORS.
OTHER MATTERS
AsCOMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
HJ ASSOCIATES & CONSULTANTS, LLP AS THE
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
Audit Fees
The Company’s independent registered public accounting firm for the past two fiscal years has been HJ Associates & Consultants, LLP. The aggregate fees billed to the Company by HJ Associates & Consultants, LLP for professional services rendered in fiscal years 2008 and 2007 in connection with (i) the audit of the dateCompany’s annual financial statements set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 and (ii) the review of the Company’s quarterly financial statements set forth in its quarterly reports for each of its fiscal quarters in such years, totaled approximately $10,000 and $9,500, respectively.
All Other Fees
The Company did not engage HJ Associates & Consultants, LLP on any other matters not otherwise included in the above categories in either fiscal year 2008 or 2007, other than the review of the Company’s S-8 filing during 2008. Aggregate fees billed to the Company by HJ Associates & Consultants, LLP in connection with this Proxy Statement, thereview 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 the
Company doesDirectors is not intend to present, and has not been informed thataware of any other person intendsmatters to present, a matterbe presented for action at the 1998 Annual Meeting
other than as set forth herein and in the Notice of Annual Meeting. IfHowever, if any other matter is properly comes beforepresented at the meeting,Annual Meeting, it is intended that the holdersintention of proxies will actthe persons named in the enclosed proxy to vote in accordance with their best judgment.
judgment on such matters.
Future Proposals of Stockholders
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In additiondeadline for stockholders 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 August 3, 1998. 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.
SHAREHOLDER PROPOSALS
Any shareholder proposal intendedsubmit proposals to be considered for inclusion in the proxy statementProxy Statement for presentation in connection with the next2010 Annual Meeting of Shareholders must be received by the Company byStockholders is March 15, 1999.
The proposal must be in accordance2010.
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 provisions of Rule 14a-8
promulgated bySEC. You may read and copy any materials we have filed at the Securities and Exchange Commission underSEC at the Securities
Exchange Act of 1934. The Company suggests that any such request be
submitted by certified mail, return receipt requested. The Board of
Directors will review any proposal which is timely received, and determine
whether it is a proper proposal to presentSEC’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 1999 Annual Meeting.
The enclosed Proxy is furnished for you to specify your choices with
respect topublic from the matters referred to in the accompanying notice and described
in this Proxy Statement. If you wish to vote in accordanceSEC’s internet website at http://www.sec.gov.
You may request a copy of any of our filings with the Board's
recommendations, merely sign, date and returnSEC at no cost, by writing, e-mailing, or telephoning us at the Proxy in the enclosed
envelope which requires no postage if mailed in the United States.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 STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A prompt
return of your Proxy will be appreciated.
PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN SUCH JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE ANNUAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED JULY 17, 2009. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.
By Order of the Board of Directors
Jill
Edwin G. Marshall Secretary
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
August 14, 1998
APPENDICES
1. FORM OF PROXY
2. AMENDED AND RESTATED BYLAWS
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 on September 17, 1998 at
the Annual Meeting of Shareholders to be held at the Spinnaker Restaurant,
100 Spinnaker Dr., Sausalito, California, at 11:00 a.m., Pacific Daylight
Time, 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.
2. To approve Amended and Restated Bylaws for the Company.
FOR AGAINST ABSTAIN
/ / / / / /
3. To approve and ratify the selection of Anderson, Anderson & Strong,
LLP as the Company's independent auditors for the fiscal year ending
December 31, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 and 3.
DATE:
---------------------------
-------------------------------------------
Signature
-------------------------------------------
Signature of joint holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
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 |