OxyFile #530
Medizone International Announces Restructuring
Salt Lake City, UT - June 18, 1997 - Medizone International, Inc.
("Medizone") (OTC.BB:MZEI.U) announced today that its Board of
Directors has approved all of the resolutions proposed by a proxy
sent to shareholders of record on May 20, 1997 by the Sand Dollar
Solution, a California limited partnership formed by Medizone
shareholder Edwin G. Marshall. The board voted to appoint the four
new directors (Milton G. Adair, William Hitt, Ph.D., M.D., Edwin
G. Marshall and Gerard V. Sunnen, M.D.) proposed by the proxy
after indications that shareholders are overwhelmingly in favor of
the proxy proposals, which recommended to shareholders that:
(1) The four new board members be elected
(2) Authorization be given for Sand Dollar to receive warrants to
purchase up to $11 million in common stock to be used to raise
funds for Medizone International.
(3) Joseph Latino be removed as president, chief executive officer
and chairman of the Company.
NEW BOARD APPOINTED
Dr. Joseph S. Latino was terminated as Medizone's president, chief
executive officer and chairman by the old board on May 14, 1997,
but, in accordance with the Corporation's by-laws, he remained a
member of the Medizone Board of Directors. The first action of the
newly elected board was to request Dr. Latino's resignation as a
board member, which he declined. Action is intended to be taken to
ensure his removal.
Replacing Latino as president and full-time chief executive
officer is Milton G. Adair (64) who brings over 30 years
experience in the biomedical field. Prior to joining Medizone,
Adair was president and chief executive officer of Biomune Systems
(NASDAQ: BIME), an international company specializing in
nutritional AIDS products. He held this position since January
1996. From September 1991 to January 1996, Adair was president and
chief executive officer of Gull Laboratories (AMEX: GUL), an
international diagnostic company with a primary focus in the
infectious disease market. Adair had also served as president and
chief executive officer of Mountain Medical Equipment Company and
Orbit Medical Systems (a venture company in immunochemistry) as
well as serving as an FDA Liaison Officer to ensure compliance on
new drug applications and labeling.
"In order for us to be successful in turning this situation
around, we knew we had to recruit a leader in the industry to take
the helm at Medizone," said Edwin G. Marshall, new chairman of the
board. "We are very fortunate to have found such a leader in
Milton Adair whose proven track record speaks for itself and who
will provide Medizone invaluable knowledge and experience."
Adair; Hitt M.D., Ph.D.; Marshall, and Sunnen, M.D. were
apppointed to the board and John Pealer and George Handel, who
both fully supported the changes, then resigned. Edwin Marshall
was elected chairman and Gerard Sunnen, M.D. was made responsible
for establishing a new scientific advisory board and renewing
working relationships with the Italian scientific investigators.
Edwin G. Marshall (54) is a private investor with a broad business
background who has focused his attention on Medizone's need for
redirection in order to successfully achieve its scientific
objectives, through the Sand Dollar Solution. Dr. William Hitt
(70) was a former instructor of immunology at John Hopkins and
Louisiana State Universities. He is also a long time member of the
World Health Organization, the recipient of the Eli Lily award for
his discovery and report of new anaerobic species of mycoplasma,
and has received the Leeuwenhoek Award of France, the Cientifico
Destacado of Mexico, the Bioethics International Award of Merit,
and as a director of Physicians against Nuclear War, was awarded
the Nobel Peace Prize with this group. He founded the Allergy
Control Group in Dallas, Texas and the Micro Allergy Clinic in
Houston, Texas and there are currently seven William Hitt centers
internationally. Dr. Gerard Sunnen (54), a former Air Force
physician, is currently a practicing clinical psychiatrist and
psychopharmacologist in private practice in New Jersey. He has
authored a number of articles, Ozone in Medicine: Overview and
Future Directions, in the Journal of Advancement in Medicine.
During the transition phase Kenneth Gropper will remain on the
Board and continue to provide operating support to the Company as
chief operating officer reporting to Milton Adair.
WARRANTS APPROVED FOR FUNDING
The Medizone Board also approved the issuing of $11 million of
warrants to Sand Dollar to raise funds as specified in the proxy
solicitation. The warrants will be issued in three increments of
$0.07, $0.15, and $0.20 with a median price of $0.15. The company
expects Sand Dollar Solution to exercise the $0.07 warrants in the
near future because they expire in 90 days.
REBUILDING BUSINESS RELATIONSHIPS
The new management has started a full review of all aspects of the
Company's operation and scientific potential and will reopen
discussions with those the Company has previously worked with
including the Canadian Department of National Defense and their
research contractors, potential commercial and/or scientific
allies or competitors and relevant government agencies.
Specifically addressing four key points of development for the
Company:
Key Italian research principals have responded positively
to the management changes and redirection and progress
for the proposed human therapeutic trials in HIV/AIDS and
Hepatitis B at five Italian University base sites is moving
forward.
The agreement between Medizone and JRH Biosciences announced
April 22, 1997 to develop commercial treatment of bovine
serum using Medizone technology will go forward.
Discussions are under way with a significant world producer
of veterinarian based products.
The Company's new management and officers are commited to pursue
all avenues to bring Medizone science to commercial utilization
as quickly as possible.
RELOCATION TO SALT LAKE CITY, UTAH
The Company will be relocated to Research Park, owned by the
University of Utah in Salt Lake City. Research Park is recognized
as one of the leading biotech and medical centers in the country.
Milton Adair will be sending to shareholders additional
information on the site of the new corporate headquarters, along
with a progress report on Medizone within 45 days following the
relocation.
"All of us, shareholders, management and investors in Medizone,
were attracted to this Company because of its compelling science;
that has not changed", said Edwin G. Marshall, Medizone's newly
elected Chairman and managing partner of Sand Dollar Solution.
"Good things do not always come easily, and this has certainly
been the case with Medizone. One constant has remained however,
the ability of Medizone's patented Thin Film/Ozone technology to
inactivate lipid enveloped viruses without major concern relative
to toxicity issues. I believe the board and management changes,
combined with the proposed funding through Sand Dollar, will give
the shareholders the opportunity to take great pride in their
Company in the very near future.
Medizone is developing the utilization of Thin Film technology in
the application of ozone for the decontamination of blood and
blood products as well as for therapeutic treatment of certain
diseases caused by lipid enveloped viruses, including Aquired
Immunodeficiency Syndrome (AIDS), Hepatitis B, Herpes, and Epstein
Barr. Medizone is a development stage company.
Except for historical information, matters discussed in this press
release are forward-looking statements that involve risks and
uncertainties, and actual results may be materially different.
Factors that could cause actual results to differ include: risks
associated with aquiring, developing and testing new products and
technologies; unfavorable results in clinical trials; failure to
identify and enroll patients meeting clinical criteria; additional
testing required by regulatory authorities; failure to gain
regulatory approvals; development of alternative therapies by
competitors; availability of additional funding; and levels of
resources devoted by the Company to the development of its
manufacturing and marketing capabilities.