SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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240.14a-12
MEDIZONE INTERNATIONAL, INC.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in Charter)
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MEDIZONE INTERNATIONAL, INC.
144 BUENA VISTA
STINSON BEACH, CALIFORNIA 94970
(415) 868-0300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 17, 1998
To the Shareholders:
Notice is hereby given that the Annual Meeting of the
Shareholders of Medizone International, Inc. ("the Company") will
be held at the Spinnaker Restaurant, 100 Spinnaker Dr., Sausalito,
California, on Thursday, September 17, 1998, at 11:00 a.m., Pacific
Daylight Time, and at any postponement or adjournment thereof, for
the following purposes, which are discussed in the following pages
and which are made part of this Notice:
1. To elect three directors, each to serve until the next
annual meeting 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 fixed the close of
business on August 3, 1998 as the record date for the determination
of shareholders having the right to notice of, and to vote at, the
Annual Meeting of Shareholders and any adjournment thereof. A list
of such shareholders will be available for examination by a
shareholder for any purpose related to the meeting during ordinary
business hours at the offices of the Company at 144 Buena Vista,
Stinson Beach, California during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed Proxy
which is solicited by the Board of Directors of the Company and will
be voted as indicated in the accompanying Proxy Statement and Proxy.
Your 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 Order of the Board 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 by the Board 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 purposes set forth in the attached
notice. When proxies are properly dated, executed and returned, the
shares they represent will be voted at the Annual Meeting in
accordance with the instructions of the shareholder completing the
proxy. If no specific instructions are given, the shares will be
voted FOR the election of the nominees for directors set forth
herein, FOR approval of the Amended and Restated Bylaws of the
Company, and FOR ratification of the appointment of auditors. A
shareholder giving a proxy has the power to revoke it at any time
prior to its exercise by voting in person at the Annual Meeting, by
giving written notice to the Company's Secretary prior to the Annual
Meeting, or by giving a later dated proxy.
The presence 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 entitled 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 proxy at the Annual Meeting will be
counted by inspectors to be appointed by the Company (it is
anticipated that the inspectors will be employees, attorneys or
agents of the Company).
The close of business on August 3, 1998, has been fixed as the
record date for determining the shareholders entitled to notice of,
and to vote at, the Annual Meeting. Each share shall be entitled to
one vote on all matters. As of the record date there were
144,323,804 shares of 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
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's Board of Directors consists of four members, three of whom
are nominees for election at the Annual Meeting. It is anticipated
that future financing and other transactions may, as a part of their
terms, require the expansion of the Board of Directors and
appointment of additional directors to fill the vacancies created by
such expansion. At such time, the Board of Directors will appoint
persons to fill the new vacancies, as provided in the Amended and
Restated Bylaws. Each director elected at the Annual Meeting will
hold office until a successor is elected and qualified, or until the
director resigns, is removed or becomes disqualified. Unless marked
otherwise, proxies received will be voted FOR the election of each
of the nominees named below. If any such person is unable or
unwilling to serve as a nominee for the office of director at the
date of the Annual Meeting or any postponement or adjournment
thereof, the proxies may be voted for a substitute nominee,
designated by the proxy holders or by the present Board of Directors
to fill such vacancy, or for the balance of those nominees named
without nomination of a substitute, or the Board may be reduced
accordingly. The Board of Directors has no reason to believe that any
of such nominees will be unwilling or unable to serve if elected as
a director.
The following information is furnished with respect to the
nominees. Stock ownership information is shown under the heading
"Security Ownership of Certain Beneficial Owners and Management" and
is based upon information furnished by the respective individuals.
Mr. Edwin G. Marshall, age 56, has been Chairman of the Board
since June 1997. Mr. Marshall was unanimously appointed Chief
Executive Officer of the Company by the Board of Directors in April
1998. Educated at Santa Rosa Junior College and the College of Marin,
he studied Business Administration and Fire Science. Until 1979, Mr.
Marshall worked as a professional fire fighter, rising to the rank
of Captain. From 1980 until 1994, Mr. Marshall was an entrepreneur,
involved mostly with real estate brokerage and investment, the
automobile business and stock investments. A major shareholder in
the Company since 1994, 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, has been a director of the
Company since June 1997. In April 1998, Dr. Sunnen was unanimously
appointed President of the Company by the Board of Directors. Dr.
Sunnen received his B.A. from Rutgers University and his M.D. from
the State University of New York. Dr. Sunnen served 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. 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. Hitt was a member of the Board of
Directors of Physicians Against Nuclear War, which organization was
awarded the Nobel Peace Prize in 1985. Dr. Hitt resides in Southern
California and operates a number of William Hitt Centers
internationally.
There is no family relationship between any directors of the
Company. Mr. Marshall's wife, Jill Marshall, is the Chief Operating
Officer and Secretary of the Company.
DIRECTOR COMPENSATION
Directors have not received any compensation for their services
as Directors of the Company. The Amended 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 meetings of 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 Board during the fiscal year ended December 31, 1997.
Each nominee for director then serving as a director attended or
participated in all of the meetings of the Board of Directors.
Presently there are no active committees of the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES/CONSULTANTS
The following individuals serve as executive officers or
significant employees or consultants 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.
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
Edwin G. Marshall 73,959,333(1) 36%
Director and Executive Officer
P.O. Box 742
Stinson Beach, CA 94970
Arthur P. Bergeron 3,830,334(2) 2.76%
Vice President, Treasurer and Chief
Financial Officer
40 Grove Street
Wellesley, MA 02181
Kenneth Gropper 660,000(3) 0.48%
Director
129 Eagle's Nest Road
Lincoln, NH 03251
Dr. Gerard V. Sunnen
President and Director 1,500,000 1.08%
200 East 23rd Street
New York, NY 10016
All Officers and Directors
as a Group (4 persons): 79,949,666(4) 37.7%
(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
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than
ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent
shareholders are required by regulation of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms
which they file. The Company is not aware of any transactions in its
outstanding securities by or on behalf of any director, executive officer
or ten percent holder, which would require the filing of any report pursuant
to Section 16(a) during the fiscal year ended December 31, 1997, that was
not filed with the Commission.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by
the Company for services rendered during the past three fiscal years to
persons serving as the Chief Executive Officer 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.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
Name and Principal
Position Year Salary Bonus Options(#)
- --------------------- ---- ------- ------ -------------
Joseph S. Latino 1997(1) $ $ 0 0
President and CEO 1996 $ 180,000 $ 0 0
1995 $ 180,000 $ 0 3,000,000
Milton G. Adair 1998(2) $ 66,667 $ 0 0
1997 $ 66,667 $ 0 0
- ------------
(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 Company does not have a compensation committee. 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 members of the Board of Directors resigned
or were removed and replaced by a new Board of Directors which included
certain of the current 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 Chairman and Chief Executive Officer of the Company, Edwin G.
Marshall, is the General Partner of Sand Dollar.
PROPOSAL 2 -- APPROVAL OF AMENDED AND RESTATED BYLAWS
The Board of Directors has approved Amended and Restated Bylaws of
the Company (the "New Bylaws"). The New Bylaws reflect changes to Nevada
corporate law since the adoption of the original bylaws ("Old Bylaws"). The
Old Bylaws were adopted before the Company became an operating entity and
the Board of Directors believes that the New Bylaws are needed to provide
the Board of 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 made a part of this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT 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
The Board of Directors of the Company has selected Anderson, Anderson
& Strong as the independent auditors for the Company for the year ending
December 31, 1998. Anderson, Anderson & Strong also served as the Company's
independent auditors for the year ended December 31, 1997.
At the Annual Meeting, shareholders will be asked to ratify the
selection by the Board of Directors of Anderson, Anderson & Strong as the
Company's independent auditors.
Representatives of Anderson, Anderson & Strong may attend the 1998
Annual Meeting. If they attend, they will have an opportunity to make a
statement if they desire to do so, and they will be available to answer
appropriate questions from shareholders.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present, and has not been informed that any other
person intends to present, a matter for action at the 1998 Annual Meeting
other than as set forth herein and in the Notice of Annual Meeting. If any
other matter properly comes before the meeting, it is intended that the
holders of proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by
mail, certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no
such third party has been engaged by the Company as of the date hereof. The
Company will also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting materials to the beneficial owners of
common stock held of record and will reimburse such persons for forwarding
such material. The cost of this solicitation of proxies will be borne by
the Company.
ANNUAL REPORT
Copies of the Company's annual report on Form 10-K (including
financial statements and financial statement schedules) filed with the
securities and exchange commission may be obtained without charge by writing
to the Company - attention: Jill Marshall, P.O. Box 742, Stinson Beach,
California 94970. A request for a copy of the Company's Annual Report on
Form 10-K must set forth a good-faith representation that the requesting
party was either a holder of record or a beneficial owner of Common Stock
of the Company on 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 intended to be considered for inclusion in
the proxy statement for presentation in connection with the next Annual
Meeting of Shareholders must be received by the Company by March 15, 1999.
The proposal must be in accordance with the provisions of Rule 14a-8
promulgated by the Securities and Exchange Commission under 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 present to the 1999 Annual Meeting.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described
in this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Jill Marshall, Secretary
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,
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