0001185185-17-001844.txt : 20170824 0001185185-17-001844.hdr.sgml : 20170824 20170824170732 ACCESSION NUMBER: 0001185185-17-001844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170823 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170824 DATE AS OF CHANGE: 20170824 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-93277-D FILM NUMBER: 171049872 BUSINESS ADDRESS: STREET 1: 350 EAST MICHIGAN AVENUE STREET 2: SUITE 500 CITY: KALAMAZOO STATE: MI ZIP: 49007 BUSINESS PHONE: (269) 202-5020 MAIL ADDRESS: STREET 1: 350 EAST MICHIGAN AVENUE STREET 2: SUITE 500 CITY: KALAMAZOO STATE: MI ZIP: 49007 FORMER COMPANY: FORMER CONFORMED NAME: MADISON FUNDING INC DATE OF NAME CHANGE: 19860413 8-K 1 medizone8k082417.htm 8-K

UNITED STATES
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): August 23, 2017
Medizone International, Inc.
(Exact name of registrant as specified in its charter)


Nevada
  
2-93277-D
  
87-0412648
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
   
350 East Michigan Avenue, Suite 500
Kalamazoo, MI
  
49007
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (269) 202-5020
Not applicable
(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

On August 23, 2017, Dwayne Montgomery informed the Board of Directors (“Board”) of Medizone International, Inc. (“Company”) that he will be stepping down from his position on the Board of Directors, effective August 31, 2017 due to personal health concerns. Mr. Montgomery also advised the Board that his decision is not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Montgomery served as the Audit Chair and as a member of the Compensation and Audit Committees of the Board.   The Board has not identified a potential replacement for Mr. Montogomery. The members of the Audit Committee as of the date of this report are Stephen Meyer and Vincent Caponi and the members of the Compensation Committee are Stephen Meyer and Vincent Caponi, who is also the Compensation Chair.  The Board has determined that each of these directors is independent under standards adopted by the Board, which conform to the standards established by the NASDAQ Stock Market and applicable regulations of the Securities and Exchange Commission (“Commission”). The Board noted that each of these directors: (1) is not an officer or employee of the Company; and (2) has no direct or indirect relationship with the Company that would interfere with the exercise of his independent judgment in carrying out his responsibilities as a director. The Board also has determined that each independent director also qualifies as “independent” as the term is used in Item 407 of Regulation S-K and as that term is defined under NASDAQ Rule 4200(a)(15). In addition, the Board believes that each member of the Audit Committee is independent as required under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.

(e) Compensation Agreements

Per the 2016 Equity Incentive Plan, Mr. Montomery will have 90 days to exercise his vested stock  option grant.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits
Exhibit
 Number
  
Description
     
99.1
  
     








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

             
           
MEDIZONE INTERNATIONAL, INC.
       
Date: August 24, 2017
          
/s/ David A. Esposito
 
           
David A. Esposito
           
Chief Executive Officer

 
 
 
 
 EX-99.1 2 ex99-1.htm EX-99.1

Exhibit 99.1
 
Medizone International Announces a Change in the Board of Directors

Press Release on  Wednesday August 23, 2017 8:30 AM EST

Dwayne Montgomery to step down from the Board of Directors of Medizone International

Medizone International, Inc. (OTCQB: MZEI) (Kalamazoo, MI) the developer of AsepticSure®, a revolutionary disinfection technology that combines ozone and hydrogen peroxide to achieve unprecedented kill rates of bacteria and viral pathogens in a wide range of commercial applications including healthcare, biodefense, and public health preparedness, announced today that Dwayne Montgomery will be stepping down from his position on the Board of Directors.

Effective August 31, 2017, Dwayne Montgomery will step down from the Board based on some unfortunate medical concerns.

“On behalf of our employees, the board, and shareholders, I want to thank Dwayne for his service and support of the Company,” commented David Esposito, Chairman and Interim CEO. “We wish Dwayne all the best as he prioritizes his health and his family during the time ahead.”

Medizone continues to execute on plans to establish AsepticSure as a superior solution worldwide to achieve unprecedented kill rates of bacteria and viral pathogens in a wide range of commercial applications including healthcare, biodefense, and public health preparedness.  The Company continues to support sales and distribution channels in several markets across the globe and is working on entering several segments in the US market.

About Medizone International, Inc.

Founded initially in 1986 to develop treatments for lipid-enveloped viruses, Medizone International, Inc. shifted focus in 2007 to develop a superior disinfectant technology. The company developed the AsepticSure system to combine oxidative compounds (O3 and H202) to produce a unique mixture of free radicals (H2O3 known as trioxidane) with much higher oxidative potential than ozone or hydrogen peroxide alone. After securing broad IP protection for the use of trioxidane for both healthcare facility disinfecting systems and bioterrorism applications, the company released its AsepticSure system for use in Canada, and several other global markets.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Our actual results could differ materially from those projected in these forward-looking statements, which involve a number of risks and uncertainties, including the risk that government and international agencies and organizations may not adopt our system, global economic conditions generally, government regulation, manufacturing and marketing risks, adverse publicity risks, risks associated with our entry into the U.S. and other markets, expansion and operations. The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in our most recent filings with the Securities and Exchange Commission.

For press information on Medizone International, please contact:
John Pentony, Investor and Media Relations
Medizone International, Inc.
T: 01 269-202-5020
E: j.pentony@medizoneint.com

For more information, visit:
http://www.medizoneint.com
Email: operations@medizoneint.com