-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CABgJtLf3TEj+iJzaXHyHivTg2Ii90n/Q4WwWLo+MhTwAMKlWVb85TpdyFV5Een4 TNDz8XoQ+IFK48LJfmYJ4g== 0001013708-96-000037.txt : 19960813 0001013708-96-000037.hdr.sgml : 19960813 ACCESSION NUMBER: 0001013708-96-000037 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIZONE INTERNATIONAL INC CENTRAL INDEX KEY: 0000753772 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 870412648 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-93277-D FILM NUMBER: 96608751 BUSINESS ADDRESS: STREET 1: 123 E 54TH ST #2H CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124210303 FORMER COMPANY: FORMER CONFORMED NAME: MADISON FUNDING INC DATE OF NAME CHANGE: 19860413 10-Q 1 FORM 10-Q Part I of this Report was the subject of a Form 12b-25 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 2-93277-D MEDIZONE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 87-0412648 (State or other jurisdiction (I.R.S. Employer) of incorporation or Identification No.) organization) 123 East 54th Street New York, New York 10022 (Address of principal executive offices, zip code) (212) 421-0303 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES |X| No At August 7, 1996, there were outstanding 129,951,613 shares of the registrant's common stock. Page 1 of 5 pages MEDIZONE INTERNATIONAL, INC., AND SUBSIDIARIES FORM 1O-Q INDEX June 30, 1996 PART I - FINANCIAL INFORMATION ------------------------------ Page Number Part I of this report is the subject of a Form 12b-25. - PART II - OTHER INFORMATION --------------------------- Item 4 - Submission of Matters to Securities Holders 3 Item 6 - Exhibits and Reports on Form 8-K 5 Signatures Page 2 of 5 pages PART II - OTHER INFORMATION --------------------------- Item 4. Submission of Matters to a Vote of Securities Holders -------------------------- On July 10, 1996, Medizone International, Inc. (the "Registrant") held its annual meeting of shareholders, at which the matters described below were voted upon by the Registrant's shareholders. A. Election of Directors --------------------- Five directors, comprising the entire board, were elected to the Registrant's Board of Directors. These individuals will serve as directors until the Registrant's next annual meeting of shareholders and until their successors have been elected and shall have been qualified. These individuals, and their tabulated votes, are as follows: Votes Votes for Against Abstentions --------- ------- ----------- Joseph S. Latino 65,873,181 0 12,603,552 George Handel 65,865,381 0 12,611,352 John D. Pealer 65,865,381 0 12,611,352 Kenneth Gropper 77,133,181 0 1,343,552 Richard G. Solomon 77,083,384 0 1,397,352 There were no other nominations for director. B. Enlarging the Period During Which Notice of a Shareholders' Meeting May Be Provided ------------------------------------------ The Registrant's stockholders approved a resolution amending Registrant's By-Laws to provide that notice of an annual or a special meeting of shareholders may be delivered up to 60 days prior to such meeting. The vote for this measure was as follows: Votes for Votes Against Abstentions - --------- ------------- ----------- 77,652,041 967,292 117,480 Page 3 of 5 pages C. Eliminating the Personal Liability of Directors ----------------------------------------------- The Registrant's stockholders approved a resolution amending the Registrant's Articles of Incorporation to eliminate the personal liability of directors to the extent permitted by law. The vote for this measure was as follows: Votes for Votes Against Abstentions - --------- ------------- ----------- 65,245,057 14,086,470 235,286 D. Indemnification of Officers and Directors ----------------------------------------- The Registrant's stockholders approved a resolution amending the Registrant's By-Laws to authorize indemnification agreements between the Company and its officers and directors and authorized the Registrant to enter into indemnification agreements with its present officers and directors and with each future officer and director when and as the Board of Directors deems it appropriate. The vote for this measure was as follows: Votes for Votes Against Abstentions - --------- ------------- ----------- 65,276,077 13,295,870 264,866 E. Ratification of appointment of Independent Public Accountant ------------------------------------------------------------ The Registrant's stockholders ratified the selection of Andersen Andersen & Strong, L.C. as the Registrant's independent public accountant for the 1996 calendar year by the following vote: Votes for Votes Against Abstentions - --------- ------------- ----------- 77,262,043 668,550 51,142 August 14, 1996 Page 4 of 5 pages Item 6. Exhibits and Reports on Form 8-K -------------------------------- (b) (i) In a report on Form 8-K dated July 1, 1996, the Registrant reported that the Italian Ministry of Health has approved the commencement of Phase I clinical trials to study the effects of Medizone (the drug) on patients infected with HIV, at San Raffaele Hospital of the University of Milan ("Milan"), and Hepatitis B (chronic active), at the Regional Oncology Center and AIDS Treatment Center at Aviano ("Aviano"), which confirmed the earlier approvals of these trials. Commencement by the respective ethics committees of Milan and Aviano. The Registrant further reported that the actual commencement of these trials was contingent upon the Registrant's commitment to pay for laboratory tests performed by each institution that are outside the scope of the normal realm of clinical analysis performed by the testing institutions. The Registrant reported that it is presently without the financial wherewithal to enter into such binding commitments (estimated at an aggregate of $330,000) and neither trial will commence until the respective commitments are made by the Registrant. The Registrant also reported on the progress of its agreement with an Italian manufacturer to provide ozone generating devices for use in the Italian trials. (ii) In a report on Form 8-K dated August 1, 1996, the Registrant reported that, on July 31, 1996, the Registrant's Board of Directors, pursuant to the Registrant's By-laws, appointed Howard L. Feinsand and Lawrence J. Sosnow as directors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MEDIZONE INTERNATIONAL, INC. --------------------------- (Registrant) /s/ Arthur P. Bergeron --------------------------- Arthur P. Bergeron Vice President and Chief Financial Officer August 14, 1996 Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----