8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 30, 2002

MEDICSIGHT, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 0-26886
(Commission
File Number) 13-4148725
(I.R.S. Employer
Identification No.)

46 Berkeley Square, London, W1J 5AT, United Kingdom
(Address of Principal Executive Offices) (Zip Code)

011-44 20 7598-4070
(Registrant's Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Item 5.    Other Events.

        On December 30, 2002, Medicsight, Inc. (the "Company") amended its Certificate of Incorporation (the "Amendment") to effect a one for three reverse stock split of the Company's issued and outstanding shares of common stock. The Amendment was approved by a majority of the stockholders of the Company. An Information Statement setting forth the details of the Amendment was distributed to stockholders on December 10, 2002.

        On December 20, 2002, the Company issued two press releases (the "Press Releases") announcing the appointment of two new directors to the Company's Board of Directors, the Company's submission of an application to list its shares of common stock on The American Stock Exchange, the Company's Lifesyne Center's execution of its first 130 scans, and the Company's acquisition of seven million shares of Medicsight Plc. The Press Releases are attached hereto as Exhibits 99.1 and 99.2.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits.



3

Composite Certificate of Incorporation, as amended and currently in effect.



99.1

Press Release, dated December 20, 2002.



99.2

Press Release, dated December 20, 2002.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEDICSIGHT, INC.
By:	/s/  STEFAN ALLESCH-TAYLOR Stefan Allesch-Taylor Chairman and Chief Executive Officer

Date: December 30, 2002

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Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

SIGNATURE

EX-3

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Exhibit 3

COMPOSITE CERTIFICATE OF INCORPORATION
OF
MEDICSIGHT, INC.

Under Section 102 of the General Corporation Law of the State of Delaware

        FIRST:    The name of the corporation is MEDICSIGHT, INC.

        SECOND:    The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

        THIRD:    The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

        FOURTH:

        A.    The Corporation shall have authority to issue a total of One Hundred Million (100,000,000) shares of Common Stock, par value $.001 per share.

        B.    Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware, each three (3) issued and outstanding shares of Common Stock, par value $.001 per share, shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $.001 per share, of the Corporation (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split and, in lieu thereof, any holder of less than one share of Common Stock after giving effect to the Reverse Stock Split shall be entitled to receive cash for such holder's fractional share based upon the closing sales price per share of the Corporation's Common Stock as reported on The Nasdaq OTC Bulletin Board as of the last trading date immediately prior to the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware; provided, however, that if no sale takes place on such date, the payment for the fractional shares shall be determined on the basis of the closing sales price per share on the next preceding day on which such sale took place.

        FIFTH:    The name and mailing address of the sole incorporator are: Dawn Sprauve, Salans Hertzfeld Heilbronn Christy & Viener, 620 Fifth Avenue, New York, New York 10020.

        SIXTH:    In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is authorized to adopt, amend or repeal the By-Laws of the Corporation.

        SEVENTH:    Election of directors of the Corporation need not be by ballot unless the By-Laws so require.

        EIGHTH:    Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to

any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

        NINTH:    To the fullest extent that the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to this Certificate of Incorporation, directly or indirectly by merger, consolidation or otherwise, having the effect of amending or repealing any of the provisions of this ARTICLE NINTH shall apply to, or have any effect on the liability or alleged liability of, any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal, unless such amendment shall have the effect of further limiting or eliminating such liability.

        TENTH:    The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.

        ELEVENTH:    The Corporation shall not be subject to the provisions of Section 203 of Title 8 of the Delaware Code regarding business combinations with interested stockholders.

2

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Exhibit 3

COMPOSITE CERTIFICATE OF INCORPORATION OF MEDICSIGHT, INC.

EX-99.1

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Exhibit 99.1

NEWS RELEASE    NEWS RELEASE    NEWS RELEASE    NEWS RELEASE

MEDICSIGHT, INC. APPOINTS 2 NEW DIRECTORS

        LONDON—(BUSINESS WIRE)—Dec. 20, 2002——The Board of Medicsight, Inc. (OTCBB: MSGH) is pleased to announce the appointment of two new independent directors, Professor Nadey Hakim and Dr. Allan Miller. The appointment of these directors conforms to the requirements of the Sarbane-Oxley Act as Independent Directors and Audit Committee Members. These important appointments strengthen the Company as it continues to roll out its branded Lifesyne Centers in Europe and prepares to formerly launch its unique proprietary Expert Computer Aided Diagnostic (EXCAD) Software for radiologists.

PROFESSOR NADEY S HAKIM, KGSJ, MD, PHD, FRCS, FRCSI, FACS, FICS

        Nadey S Hakim, 44, is a General and Transplant Surgeon. He is the Surgical Director of the Transplant Unit at St Mary's Hospital London. He has a particular interest and expertise in the kidney and pancreas transplantation. He obtained his MD from Paris University; he received his surgical training at Guy's Hospital in London, PhD in small bowel transplantation from University College London. He completed a Gastrointestinal Fellowship at the Mayo Clinic and a Multi-organ Transplant Fellowship at the University of Minnesota. To date he has published over one hundred publications and has written/edited 10 textbooks in the field of surgery and transplantation.

        He has successfully started the first Pancreas Transplant Program in the SE of England. Professor Hakim is Editor-in-Chief of International Surgery, a prestigious peer reviewed journal and on the Editorial Board of Transplant Proceedings, Graft and several other journals. He is a Member of the Kidney-Pancreas Committee of the American Society of Transplant Surgeons (ASTP), President of Transplantation Section of the Royal Society of Medicine. He was also part of the working party to review organ transplantation in the UK. He represented Britain in the International team, which performed the Worlds first arm transplant and the Worlds first double arm transplant. He has given numerous presentations in the UK and throughout the World.

        He has been awarded several honorary Professorships and has been a visiting Professor at several prestigious centers including Harvard University.

        Professor Hakim has recently been elected President of the International College of Surgeons based in Chicago. Prior to his election he served as First Vice President and European Federation Secretary of this college.

DR ALLAN MILLER MBBS MRCP FRCP FFPM

        Dr Miller qualified in medicine at St Bartholomew's Hospital Medical School, London in 1961. In 1965 he was admitted to the Royal College of Physicians. After spending 8 years in General Practice he was appointed as a Medical Adviser to international pharmaceutical company, Hoffman La Roche. He oversaw the clinical research program for both Isotretinoin and Etretinate and its successor Acitretin. Each of these products were registered worldwide and granted marketing authorization. Upon this success Dr Miller was promoted and held the positions of Head of Clinical Cardiovascular Research Worldwide, Head of Dermatological Research Worldwide and Head of all Clinical Research UK. During his time with Hoffman La Roche over 9 separate products were successfully registered.

        In 1984 he joined a US privately owned pharmaceutical group, Purdue Pharma, Mundipharma in Europe and Napp Pharma as Medical Director. Dr Miller established the clinical programmes for controlled release tablets, which quickly saw the establishment of the controlled release morphine products ensuring his group's early success, which led to the creation of a number of companies worldwide. This new palliative process pioneered by Dr Miller's team some 20 years ago has now grown all over the world.

        Dr Miller spent 14 years as Medical Director for Napp Pharmaceuticals Ltd and 4 years as European Medical Research Director of the Purdue Pharma, Mundipharma, Napp group based in Cambridge, England.

        Dr Miller is a Member of the British Medical Association and a Fellow of the Royal Society of Medicine.

        For more information:

Email	info@medicsight.com
Website:	www.medicsight.com
Telephone:	Stephen Whale +44 207 598 4080

Forward-looking statements made on this press release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current management expectations that involve risks and uncertainties that may result in such expectations not being realized. Potential risks and uncertainties include, but are not limited to, the risks described in company filings with the Securities and Exchange Commission.

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

NEWS RELEASE    NEWS RELEASE    NEWS RELEASE    NEWS RELEASE

MEDICSIGHT APPLIES FOR ADMISSION TO THE AMERICAN STOCK EXCHANGE

Medicsight's First Lifesyne Center exceeds 130 scans in 25 days.

Medicsight, Inc. acquires a further 8% of Medicsight PLC for $11.2m.

        LONDON—(BUSINESS WIRE)—Dec. 20, 2002—-Medicsight, Inc. (OTCBB: MSGH) today announces that is has applied to list the Common Shares of the Company on The American Stock Exchange. The Company has chosen AGS Specialist Partners (www.agsspecialist.com) as its specialist market maker subject to its successful listing on the Exchange.

        "The American Stock Exchange is over 150 years old and is America's second largest auction market. The decision of where to list our shares is based on a variety of factors and we as a Board have to determine the best way to create liquidity and profile for our own stock. The Amex industry portfolio of companies is very well balanced between traditional and technology businesses and there can be little doubt that it is the premier market for mid-cap companies. It has certainly been the best performing market in the US over the last 12 months." said Stefan Allesch-Taylor, Medicsight, Inc. Chairman & CEO.

        "The 1 for 3 Reverse Split will come into effect on 31st December 2002. The Reverse Split was important for Medicsight, Inc. because of the heightened interest in the Company from institutional type investors who typically prefer to see share prices ranging above $4.00 in their portfolio stocks. The potential of Medicsight's Expert Computer Aided Diagnostic (EXCAD) software for radiologists is particularly significant because it enables a step change in the early detection and characterization of diseases and its potential uptake by pharmaceutical companies involved in drug evalution for oncological tumor size tracking during drug trials. These trials can take up to 7 years and cost hundreds of millions of dollars. This software application is now being appreciated by several of those companies and if we want to crystallize agreements with such huge organizations for both investment and operational purposes we have to ensure that our corporate profile is acceptable to them." continued Allesch-Taylor.

Lifesyne Center exceeds 130 Scans in it's first 25 days of operation with 240 people awaiting family doctor referral

        The Board reports that Medicsight's first Lifesyne Center has carried out over 130 scans since opening in November 2002, and over 240 people are awaiting Family Doctor referral. "Medicsight has a strong ethical policy of only scanning those people at high-risk of heart disease and lung cancer. This high-risk only approach will extend to every aspect of our scanning service such as the early detection of colorectal cancer, which will begin next year. Each scan requires a referral from a family doctor to determine that the individual is at high-risk. We have evaluated that 16% of those assessed were not at high-risk and a scan was therefore declined, even though they were within our target market 45-75 age group." said Dr John Costello, Consultant Physician and Medicsight Director of Medical Science.

        "The initial priorities of the first center was to show potential referring family doctors how Lifesyne Centers will operate in practice, to acquire data for our databases and to perfect operating procedures. For example, we have established and will continue to maintain, a maximum 24 hour

reporting time to referring doctors to ensure that those individuals who have been scanned have the shortest wait possible for their results to allay anxiety and initiate further action if deemed necessary," said Hamish Macdonald, Director of Medical Liaison.

18% of findings in the first month significant

        "Significantly, to date 18% of those people scanned for early indications of coronary heart disease have fallen into the category of "notable and significant findings' and one requiring "immediate attention'. For the early detection of lung cancer just over 10% displayed "abnormalities found' and a further 10% showed "incidental findings'. Each of these people were medically deemed to be at high-risk of the diseases, but not displaying symptoms. Even this comparatively small sample of people gives a good indication of the true potential of early detection in modern healthcare. A 15 minute visit to a Lifesyne Center and a scan that takes just seconds could detect a fatal disease in its earliest, most curable stage." Said Dr Costello.

        Medicsight, Inc. acquires 8% of Medicsight PLC for $11.2m

        The Company announced that it has acquired 7 million shares in its UK subsidiary Medicsight PLC from existing shareholders. The consideration will be settled by Medicsight, Inc. issuing 5.6 million new restricted shares at $2.00 per share. In addition Medicsight PLC successfully placed 6.1m new shares during the year.

        Medicsight, Inc. has increased its stake in Medicsight PLC from 74% to 82% of the issued shares.

        For more information:

Email	info@medicsight.com
Website:	www.medicsight.com
Telephone:	Stephen Whale +44 207 598 4080

Forward-looking statements made on this press release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current management expectations that involve risks and uncertainties that may result in such expectations not being realised. Potential risks and uncertainties include, but are not limited to, the risks described in company filings with the Securities and Exchange Commission.

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Exhibit 99.2