** **

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, DC 20549**

 

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**FORM 10-K/A**

**(AmendmentNo. 1)**

** **

**ANNUALREPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended December 31,2003**

** **

**Commission file number: 0-30391**

** **

| **MEDIS TECHNOLOGIES LTD.**                                   |
|---------------------------------------------------------------|
| **(Exact name of registrant as specified in its charter)**    |
|                                                          |
| **Delaware**                                                  |   | **13-3669062** |
| (State of  incorporation)                                     |   | (I.R.S.  Employer Identification No.) |
|                                                          |
| **805 Third Avenue  New York, New York 10022**                |
| (Address of  principal executive offices, including zip code) |
|                                                          |
| **(212) 935-8484**                                            |
| (Registrant’s  telephone number, including area code)    |

 

Securities registered pursuant toSection 12(b) of the Act:

 

**None**

 

Securities registered pursuant toSection 12(g) of the Act:

 

**Common Stock, par value $.01 per share**

** **

**Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) had been subject to such filingrequirements for the past 90 days.      Yes ****o   No ****ý**

 

**Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K. ****o**

 

**Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange ActRule 12b-2).       Yes ****ý   No ****o**

 

**As of June 30,2003, the aggregate market value of the registrant’s  common stock held by non-affiliates of the registrant wasapproximately $91,500,000.**

 

**As of March 17,2004, there were outstanding 26,209,011 shares of the registrant’s commonstock.**

 

 

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**TABLE OF CONTENTS**

 
| **PART III**  |                                                                                                |   |
|---------------|-----------------------------------------------------------------------------------------------------|--------|
|          |                                                                                                |   |
| **Item 10.**  | **Directors and Executive Officers of the Registrant**                                              |   |
| **Item 11.**  | **Executive Compensation**                                                                          |   |
| **Item 12.**  | **Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder Matters** |   |
| **Item 13.**  | **Certain Relationships and Related Transactions**                                                  |   |
| **Item 14.**  | **Principal Accounting Fees and Services**                                                          |   |
|          |                                                                                                |   |
| **PART  IV**  |                                                                                                |   |
|          |                                                                                                |   |
| **Item  15.** | **Exhibits,  Financial Statement Schedules, and Reports on Form 8-K**                               |   |

** **

 

 

References in this Annual Report to “we,” “us,” or “our” are to MedisTechnologies Ltd. and its direct and indirect subsidiaries, unless the contextspecifies or requires otherwise.

 

2

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**PART III**

 

**Item10.****    Directors and Executive Officers of theRegistrant**

 

**Executive Officers and Directors**

 

Our executive officers and directors are as follows:

 
| **Name**            |   | **Age** |   | **Position**                                                 |
|---------------------|--------|---------|--------|--------------------------------------------------------------|
|                |   |    |   |                                                         |
| Robert K. Lifton    |   | 76      |   | Chairman of the Board, Chief Executive Officer and Secretary |
|                |   |    |   |                                                         |
| Howard Weingrow     |   | 81      |   | President, Treasurer and a Director                          |
|                |   |    |   |                                                         |
| Zvi Rehavi          |   | 69      |   | Executive Vice President                                     |
|                |   |    |   |                                                         |
| Jacob S. Weiss      |   | 51      |   | Senior Vice President-Business Development and a Director    |
|                |   |    |   |                                                         |
| Israel Fisher       |   | 56      |   | Senior Vice President-Finance                                |
|                |   |    |   |                                                         |
| Amos Eiran          |   | 67      |   | Director                                                     |
|                |   |    |   |                                                         |
| Zeev Nahmoni        |   | 63      |   | Director                                                     |
|                |   |    |   |                                                         |
| Jacob E. Goldman    |   | 82      |   | Director                                                     |
|                |   |    |   |                                                         |
| Philip Weisser      |   | 76      |   | Director                                                     |
|                |   |    |   |                                                         |
| Mitchell H. Freeman |   | 54      |   | Director                                                     |

 

**Robert K. Lifton**has been our Chairman of the Board, Chief Executive Officer and Secretary sinceinception. He is also a director of our subsidiaries Medis Inc., Medis El Ltd.and More Energy Ltd. Mr. Lifton is a director and member of the executiveand investment committees of Bank Leumi USA, a director of Leumi InvestmentServices, Inc., the co-chairman of the U.S.-Middle East Project of the Councilon Foreign Relations, chair of the Public Health Research Institute and serveson the boards of numerous philanthropic organizations. He also is an officerand director of a number of privately held companies. From 1988 to 1994, he wasPresident of the American Jewish Congress and is the founding Chairman andChairman Emeritus of the Israel Policy Forum. In 1983, he was a founder of PreferredHealth Care Ltd. and served as its President. In 1961, he co-founded withMr. Weingrow the Transcontinental Investing Corporation, serving as itsPresident until 1968, when it was listed on the New York Stock Exchange, andthen Chairman of the Board until its merger in 1972. Mr. Lifton was anassociate attorney with the law firm of Kaye, Scholer, Fierman, Hays andHandler in 1955 and 1956, after receiving a law degree from Yale Law School andbeing admitted to the New York Bar, and has taught at Yale and Columbia lawschools. Mr. Lifton has written extensively on business and politicalmatters.

 

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**Howard Weingrow**has been our President, Treasurer and a director since our inception. He isalso a director of Medis Inc., Medis El and More Energy. Mr. Weingrow is atrustee of the Children’s Medical Fund and the North Shore-Long Island JewishHealth System. He also is an officer and director of a number of privately heldcompanies. Mr. Weingrow is the founder of the Weingrow Family Children’sUrology Research Laboratory and the Center for Childhood Asthma of Long IslandJewish Hospital, and the Weingrow Collection of Avant Garde Art and Literatureat Hofstra University. In 1985, Mr. Weingrow was the recipient of the HofstraUniversity Presidential Medal. He was a trustee of the Nassau County Museum ofArt until 2002. He was Chairman and a director of Mercury Paging &Communications, Inc. from 1995 until its sale in 1997. In 1983, he was afounder of Preferred Health Care Ltd. and served on its Board ofDirectors. In 1961, he co-founded with Mr. Lifton the TranscontinentalInvesting Corporation, serving as its Executive Vice President until 1968 andthen President until its merger in 1972. Mr. Weingrow served as Treasurerof the Democratic National Committee in 1971 and 1972 and as deputy financechairman of the Carter for President campaigns in 1976 and 1980.

 

**Zvi Rehavi**has been our Executive Vice President since June 2000 and the ExecutiveVice President and General Manager of Medis El since its inception inJuly 1992. Mr. Rehavi was also General Manager of More Energy fromits inception in December 1998 to October 2000. From 1989 to 1991, hewas Manager of Development and Production of Patriot Missile Sensors, a jointventure of Israel Aircraft and Martin Marietta. From 1984 to 1989, he wasIsrael Aircraft’s Director of Sensors and Electro Mechanical Components. From1966 to 1974, he was Manager, Inertial Components Laboratory at IsraelAircraft. From 1958 to 1966, he served with the Technical Office of theMinistry of Defense of Israel. He has a Masters of Engineering Science from theUniversity of Pennsylvania. He was a Ph.D. candidate in Applied Physics atHebrew University, Jerusalem, and an MBA candidate at the Wharton School.

 

**Jacob S. Weiss**has been our Senior Vice President-Business Development since August 2000,a consultant to More Energy since July 2002 and a director since 1997. Hewas also engaged by us in a consulting capacity from November 1999 throughAugust 2000. Mr. Weiss is also a director of Medis Inc., Medis El and MoreEnergy. Mr. Weiss served as the Corporate Vice President and GeneralCounsel to Israel Aircraft Industries Ltd., our largest stockholder, from 1996to 2000. Prior to that, he was Deputy General Counsel International Division ofIsrael Aircraft. Mr. Weiss was the Chief Executive Officer untilDecember 2001 of ImageSat International, a company established by IsraelAircraft to commercialize its remote sensing satellite technology.

 

**Israel Fisher**has been our Senior Vice President-Finance since February 2004 and ourVice President-Finance since June 2000 until that date. Mr. Fisher hasbeen Vice President-Finance and Secretary of Medis El since its inception in1992 and is also Vice President-Finance of More Energy. From 1990 to 1992, heserved as the Deputy Manager of Israel Aircraft for financial planning andcredit management. From 1987 to 1990, he served as the Deputy Finance Managerof the Tamam Plant of the Electronics Division of Israel Aircraft. He has a MBAfrom the University of Tel Aviv and two BA degrees from Bar-Ilan University:one in accounting and the other in Economics and Business Administration.

 

**Amos Eiran**serves as Chairman of Atudot, a major Israeli pension fund, and Chairman of theInvestments Committee of Clal Insurance Group, an Israeli insurance company. Healso serves as a director of Deleck Oil Exploration. Through the summer of2002, Mr. Eiran served as the Chairman of the Industrial Cooperation Authority,the agency in charge of the buy-back and offset programs of the State ofIsrael, for seven years. Mr. Eiran was Director General of the PrimeMinister’s office during Yitzhak Rabin’s first term as Prime Minister. Prior tothat, he was Director General and Chairman of Mivtahim, the largest pensionfund in Israel. Mr. Eiran has been a director since 1997 and is also a directorof Medis Inc. and Medis El.

 

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**Zeev Nahmoni**is the Chief Executive Officer and Co-Chairman of Petrus Business Developmentand Marketing since December 2003, and is the Chief Executive Officer ofCellot Inc., a start-up company seeking to develop electronic chips for digitalapplications, since January 2004. He retired in June 2003 from theposition of Vice President of Marketing and Business Development of IsraelAircraft, which he held since 2002. Prior to that, he was the Vice Presidentand General Manager of the Electronics Group of Israel Aircraft since 1997 andthe Deputy General Manager of the Electronics Group of Israel Aircraft from1995 to 1997. Prior to that, he was the General Manager of the Tamam Divisionof the Electronics Group of Israel Aircraft from 1992 to 1995. Mr. Nahmoniis also a director of ImageSat International. He has been a director since 1997and is also a director of Medis Inc. and Medis El.

 

**Jacob E. Goldman**is Chairman of the Board and a consultant to Umbanet, Inc., a companydeveloping software for securing e-mail messages, since April 2000. From1996 to 1999, he was a consultant to Oxbridge Inc., an investment bankingfirm. From 1977 to the present, Dr. Goldman has served on the board ofdirectors and as a member of the executive committee of Bank Leumi USA. From1983 to 1994, he founded and served as Chairman and Chief Executive Officer ofSoftstrip, Inc. From 1968 to 1983 he served as Senior Vice President andChief Technical Officer of Xerox Corporation where he founded and presided overits Palo Alto Research Center (PARC). Between 1955 and 1968 he served as directorof Ford Motor Company’s scientific research laboratory. Dr. Goldman haspreviously served on boards of various corporations and institutions includingXerox, GAF, Inc., General Instrument Corporation, Lex Services PLC,Peerlogic Inc. and United Brands and was President of the AmericanTechnion Society. He received his Ph.D. in physics from the University ofPennsylvania. Dr. Goldman has been a director since 2000 and is a member of ouraudit committee.

 

**Philip Weisser**was the founder in 1956 and is the President of Philip Weisser, CPA, P.C.which, since 1992, provides consulting services (business, tax and investmentadvisory). He is a Certified Public Accountant and an Accredited EstatePlanner. Throughout Mr. Weisser’s career, he has been active in the New YorkState Society of CPAs, lecturing, writing articles and chairing committees. Mr.Weisser began his career at Haskins & Sells, auditing public corporations.He is an active member of the Board of Trustees of the Jewish Child CareAssociation of New York for the last 16 years. Mr. Weisser has a BBA degree inaccounting from The College of the City of New York and an M.S. degree inmanagement from Columbia University. Mr. Weisser has been a director since 2003and is Chairman of our audit committee.

 

**Mitchell H. Freeman**is the Chief Executive Officer of Freeman Meyer and Associates, LLC, afinancial advisory and consulting firm focused on strategic financial advisoryactivities, business development opportunities, turnaround situations andcapital investment projects since January 2003. Mr. Freeman also serves asan advisor to Eye Care International, Inc., a publicly traded discountfee-for-service eye care company since May 2000, and to icit America, Inc., aprivately-held Canadian company introducing hospitality solutions for the U.S.hotel industry, since April 2003. Mr. Freeman founded inFebruary 1994 and was the Chief Executive Officer of Interactive VenturesIncorporated, a value added reseller of interactive voice response systemsproviding automated telephone information and sales data collection systems tothe regional shopping center industry, until the sale of its business inFebruary 2001. He was also a founding director and shareholder of a majorcentral station alarm company providing high level security to commercialbusinesses in New York City, until the sale of its business in 1997. From 1989through July 1991, Mr. Freeman served as a Managing Director ofFuji-Wolfensohn Inc., a joint venture between James D. Wolfensohn, Inc., an internationalinvestment banking firm, and Fuji Bank. In addition, Mr. Freeman has served inother senior level management positions, primarily in the area of real estateinvestment banking, at Corporate Property Investors, Lazard Realty Inc. (asubsidiary of Lazard Freres & Co. LLC) and J.P. Morgan InvestmentManagement Inc. Mr. Freeman is a founding board member of Replications Inc., anot-for-profit education organization committed to replicating successfulpublic schools in new environments. Mr. Freeman received a Masters degree inBusiness Administration

 

5

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from Columbia University and holds a B.A. from George WashingtonUniversity. Mr. Freeman has been a director since 2004 and is a member of ouraudit committee.

 

Each director is elected for a one year term at our annual meeting ofstockholders.

 

**KeyEmployee**

 

**Gennadi Finkelshtain**is director of More Energy Ltd., its General Manager since October 2000and its Director of Research and Development since its establishment in 1998 toOctober 2000. He has also been our Chief Technical Officer-New Energiessince 2002. From 1996 to 1998 he served as Production Manager at Limatelectrochemical company in Israel. Following his immigration to Israel in 1990he was employed, among other employers, by Homesh Contractors where he managedand installed systems at Hadera power station in Israel. Prior to this, from1984 to 1989, he was the Chief Project Engineer at the Leningrad TechnologicalInstitute of Building Materials, being responsible for planning, installing,setting up and running various types of energy systems and production lines.Mr. Finkelshtain received his BSc. degree in power engineering from LeningradTechnological Institute of Pulp and Paper Industries in 1981. Mr. Finkelshtainhas been included in “Who’s Who in the World” for his innovations in the fieldof fuel cell technology for portable electronic applications.

 

**AuditCommittee and Audit Committee Financial Expert**

 

We have an audit committee of our board of directors established inaccordance with section 3(a)(58)(A) of the Securities Exchange Act of1934. Our audit committee consists of Philip Weisser, Chairman, Jacob E.Goldman, and Mitchell H. Freeman. Our board of directors has determined thatMr. Weisser meets the SEC definition of an “audit committee financial expert.”Each member of the audit committee meets the Nasdaq Marketplace Rule definitionof “independent” for audit committee purposes.

 

**Section 16(a)Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Securities Exchange Act of 1934 requires ourdirectors and executive officers and persons who own beneficially more than 10%of our common stock to file reports of ownership and changes in ownership ofsuch common stock with the Securities and Exchange Commission, and to filecopies of such reports with us. Based solely upon a review of the copies ofsuch reports filed with us, we believe that during 2003 such reporting personscomplied with the filing requirements of Section 16(a) except that each ofMessrs. Lifton, Weingrow and Goldman were not timely in the filing of oneStatement of Changes in Beneficial Ownership of Securities. Furthermore, (i)CVF, LLC and Richard C. Goodman were not timely in the filing of their InitialStatement of Beneficial Ownership of Securities and two Statements of Changesin Beneficial Ownership of Securities, and (ii) Longview Management Group LLC,James A. Star, The Edward Memorial Trust and Geoffrey F. Grossman,collectively, were not timely in the filing of their Initial Statement ofBeneficial Ownership of Securities and one Statement of Changes in BeneficialOwnership of Securities.

 

**Codeof Ethics**

 

Our board of directors unanimously adopted a Code of Ethics applicableto our principal executive officer, principal financial officer, principalaccounting officer and our other employees and employees of our subsidiaries.We have made the Code of Ethics available on our website atwww.medistechnologies.com.

 

6

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**Item11.****    Executive Compensation**

 

**SummaryCompensation Table**

 

The following table sets forth informationwith respect to compensation earned by our Chief Executive Officer and ourother executive officers who earned in excess of $100,000, for the yearsindicated. 

 
|                                                              |   | **Annual  Compensation** |   | **Long Term  Compensation  Awards** |    |      |   |
|-------------------------------------------------------------------|--------|--------------------------|--------|-------------------------------------|---------|-----------|--------|
| **Name and Principal Position**                                   |   | **Year**                 |   | **Salary**                          |    | **Bonus** |   | **Other  Annual  Compensation** |   | **Securities  Underlying  Options** |   | **All Other  Compensation** |   |
| Robert K. Lifton  Chairman and Chief Executive Officer            |   | 2003                     |   | —                              |    | —    |   | $ | 240,000 | (1) | 50,000 |   | — |   |
|                                                              |   | 2002                     |   | —                              |    | —    |   | $ | 296,000 | (1) | 100,000 |   | — |   |
|                                                              |   | 2001                     |   | —                              |    | —    |   | $ | 240,000 | (1) | 75,000 |   | — |   |
|                                                              |   |                     |   |                                |    |      |   |   |   |   |   |   |   |   |
| Howard Weingrow  President and Treasurer                          |   | 2003                     |   | —                              |    | —    |   | $ | 145,000 | (1) | 50,000 |   | — |   |
|                                                              |   | 2002                     |   | —                              |    | —    |   | $ | 244,000 | (1) | 100,000 |   | — |   |
|                                                              |   | 2001                     |   | —                              |    | —    |   | $ | 145,000 | (1) | 75,000 |   | — |   |
|                                                              |   |                     |   |                                |    |      |   |   |   |   |   |   |   |   |
| Zvi Rehavi  Executive Vice President                              |   | 2003                     |   | $                                   | 244,000 |      | $      | 97,000 |   | $ | 119,000 | (2) | 35,000 |   | $ | 72,000 | (3) |
|                                                              |   | 2002                     |   | $                                   | 244,000 |      | $      | 96,000 |   | $ | 116,000 | (2) | 100,000 |   | $ | 73,000 | (3) |
|                                                              |   | 2001                     |   | $                                   | 242,000 |      | $      | 95,000 |   | $ | 113,000 | (2) | 100,000 | (4) | $ | 76,000 | (3) |
|                                                              |   |                     |   |                                |    |      |   |   |   |   |   |   |   |   |   |   |   |
| Jacob S. Weiss  Senior Vice President – Business Development |   | 2003                     |   | $                                   | 90,000  |      | — |   | $ | 146,000 | (5) | 35,000 |   | $ | 16,000 | (6) |
|                                                              |   | 2002                     |   | $                                   | 145,000 |      | — |   | $ | 75,000 | (5) | 75,000 |   | $ | 30,000 | (7) |
|                                                              |   | 2001                     |   | $                                   | 97,000  |      | — |   | — |   | — |   | $ | 35,000 | (7) |
|                                                              |   |                     |   |                                |    |      |   |   |   |   |   |   |   |   |   |
| Israel Fisher  Senior Vice President – Finance               |   | 2003                     |   | $                                   | 145,000 |      | $      | 6,000 |   | $ | 41,000 | (8) | 15,000 |   | $ | 50,000 | (9) |
|                                                              |   | 2002                     |   | $                                   | 142,000 |      | $      | 19,000 |   | $ | 43,000 | (8) | 25,000 |   | $ | 48,000 | (9) |
|                                                              |   | 2001                     |   | $                                   | 137,000 |      | $      | 14,000 |   | $ | 41,000 | (8) | — | (4) | $ | 53,000 | (9) |

 

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(1)                                  Messrs. Lifton andWeingrow are each paid as an independent consultant for their respectiveservices.

 

(2)                                  Includes an apartmentallowance of $72,000 and a $30,000 payment for an educational fund.

 

(3)                                  Represents anemployer contribution to pension and savings funds and payments in lieu of suchcontributions of $56,000, $53,000 and $52,000 for 2001, 2002 and 2003,respectively, and a contribution of $20,000 to a key person life insurancepolicy whereby upon termination of employment, Mr. Rehavi shall receive a lumpsum distribution based upon the number of years of premium payout.

 

(4)                                  Does not includeoptions issued by Medis El in 1998 to the named executive officers, of whichthe underlying ordinary shares of Medis El were exchanged in 2001 for ourshares of common stock as a consequence of our exchange offer in June 2000for shares of Medis El we did not already own. Such exchange was at the sameexchange ratio of 1.37 used in the Medis El exchange offer.

 

(5)                                  Includes $72,000 and$144,000 earned in 2002 and 2003, respectively, under a consulting agreement.

 

(6)                                  Represents anemployer contribution to pension and savings funds.

 

(7)                                  Represents anemployer contribution to pension and savings funds and payments in lieu of suchcontributions.

 

(8)                                  Includes a $31,000payment for an educational fund.

 

7

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(9)                                  Represents anemployer contribution to pension and savings funds and payments in lieu of suchcontributions of $30,000, $28,000 and $50,000 in 2001, 2002 and 2003,respectively, and a contribution of $23,000 and $20,000 in 2001 and 2002,respectively, to an insurance pension fund.

 

## **Option Grants in Last Fiscal Year**

 

The following table sets forth information with respect to optionsgrants issued by us in the fiscal year ended December 31, 2003 to thenamed executive officers in the Summary Compensation Table. 

 
|             |   | **Number of  Securities** |   | **Percent of  Total Option** |       |          |       |                   |       | **Potential  Realizable Value at Assumed   Annual Rates of Stock Price   Appreciation for Option Term** |       |
|------------------|--------|---------------------------|--------|------------------------------|------------|---------------|------------|------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|
|             |   | **Underlying**            |   | **Granted To**               |       | **Exercise**  |       |                   |       |                                                                                                    |
|             |   | **Options**               |   | **Employees  in**            |       | **Price Per** |       | **Expiration**         |       |                                                                                                    |
| **Name**         |   | **Granted**               |   | **Fiscal  Year (1)**         | ** ** | **Share**     | ** ** | **Date**               | ** ** | **5%**                                                                                                  | ** ** | **10%** |   |
| Robert K. Lifton |   | 50,000                    |   | 11.3                         |       | 4.00          |       | February 12, 2006 |       | $                                                                                                       | 32,000     |   | $ | 66,000 |   |
| Howard Weingrow  |   | 50,000                    |   | 11.3                         |       | 4.00          |       | February 12, 2006 |       | $                                                                                                       | 32,000     |   | $ | 66,000 |   |
| Zvi Rehavi       |   | 35,000                    |   | 7.9                          |       | 4.00          |       | February 12, 2006 |       | $                                                                                                       | 22,000     |   | $ | 46,000 |   |
| Jacob S. Weiss   |   | 35,000                    |   | 7.9                          |       | 4.00          |       | February 12, 2006 |       | $                                                                                                       | 22,000     |   | $ | 46,000 |   |
| Israel Fisher    |   | 15,000                    |   | 3.4                          |       | 4.00          |       | February 12, 2006 |       | $                                                                                                       | 9,000      |   | $ | 20,000 |   |

 

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(1)          Includes options issued to consultants anddirectors.

 

## **Fiscal Year End Option Values**

 

The following table sets forth information with respect to eachexercise of stock options during the fiscal year ended December 31, 2003and the fiscal year-end value of unexercised options held by the namedexecutive officers in the Summary Compensation Table. 

 
| **Name**         |   | **Shares  Acquired on  Exercise** |            | **Value  Realized** |              | **Number of  Securities  Underlying Unexercised  Options at Fiscal Year-End** |   | **Value of  Unexercised  In-the-Money Options at Fiscal  Year-End** |   |
|------------------|--------|-----------------------------------|-----------------|---------------------|-------------------|-------------------------------------------------------------------------------|--------|---------------------------------------------------------------------|--------|
| **Exercisable**  |   | **Unexercisable**                 | **Exercisable** |                | **Unexercisable** |
| Robert K. Lifton |   | —                            |            | —              |              | 643,500                                                                       |   | 50,000                                                              |   | $ | 1,360,000 |   | $ | 335,000 |   |
| Howard Weingrow  |   | —                            |            | —              |              | 550,000                                                                       |   | 50,000                                                              |   | $ | 741,000 |   | $ | 335,000 |   |
| Zvi Rehavi       |   | —                            |            | —              |              | 567,600                                                                       |   | 35,000                                                              |   | $ | 2,671,000 |   | $ | 234,000 |   |
| Jacob S. Weiss   |   | —                            |            | —              |              | 175,000                                                                       |   | 35,000                                                              |   | $ | 923,000 |   | $ | 235,000 |   |
| Israel Fisher    |   | —                            |            | —              |              | 45,000                                                                        |   | 15,000                                                              |   | $ | 161,000 |   | $ | 101,000 |   |

 

8

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## **Employment and Consulting Agreements**

 

We have an employment agreement with Zvi Rehavi. Mr. Rehavi’sagreement is for a three year term expiring on March 31, 2005. The agreement,in addition to salary, stock options and fringe benefits, provides for sixmonths salary upon notification of resignation or dismissal and upon a changeof ownership of Medis El Ltd., an indirect wholly-owned subsidiary, withsubsequent dismissal by the new owners. Furthermore, upon termination ofemployment, Mr. Rehavi is entitled to severance payments governed by Israelilaw.

 

We have an employment agreement with Israel Fisher. Mr. Fisher’sagreement is for a one year term expiring on March 23, 2005 with automaticone year renewal terms commencing on the expiration of such term, and expiresupon 30 days written notice by either party or without notice by us if Mr.Fisher is terminated for cause. The agreement provides for an annual salary,with increases to be determined at each anniversary of the agreement by us andMr. Fisher, which increase shall reflect, among other things, cost of livingincreases and increases in the consumer price index. Under the agreement, Mr.Fisher receives employee benefits that are generally available to other of oursenior management employees residing in the State of Israel. The agreement alsoprovides for 6 months salary upon notification of resignation or dismissal andupon a change of ownership of Medis El with subsequent dismissal by the newowners. Furthermore, upon termination of employment, Mr. Fisher is entitled toseverance payments governed by Israeli law.

 

We have an employment agreement with Jacob Weiss. Mr. Weiss’ agreementexpires upon 30 days written notice by either party or without notice by us ifMr. Weiss is terminated for cause. The agreement provides for an annual salary,with increases to be determined at each anniversary of the agreement by us andMr. Weiss, which increase shall reflect, among other things, cost of livingincreases and increases in the consumer price index. Under the agreement, Mr.Weiss receives employee benefits that are generally available to other of oursenior management employees residing in the State of Israel. Upon terminationof employment, Mr. Weiss is entitled to severance payments governed by Israelilaw.

 

Mr. Weiss also provides consulting services to More Energy, an indirectwholly-owned subsidiary, pursuant to a consultancy agreement dated as ofJuly 1, 2002 between More Energy and a corporation majority-owned by Mr.Weiss. Such agreement had an initial term through December 31, 2003 andprovides for an automatic 12 month extension, subject to earlier termination.The agreement provides for payment to the consultant of a monthly retainer,reimbursement of business expenses and any applicable value added tax.

 

We have entered into consulting agreements with each of Robert K.Lifton and Howard Weingrow. Each agreement is for a two year term whichcommenced January 2, 2000, with automatic yearly renewal terms commencingupon the expiration of each such term. The agreements each provide for annualretainers to be paid monthly and reimbursement of any business expensesincurred in the performance of services under the agreement. The annualretainers are subject to review by mutual agreement between the parties priorto the beginning of each renewal term. Each agreement further provides thateither the consultant or we may terminate the agreement upon thirty days priorwritten notice if there is a material breach of the agreement and there was anopportunity to cure the breach. Each agreement subjects the consultant to anon-competition covenant in our favor.

 

**Directors’Compensation**

 

Non-employee directors receive $1,000 for each board of directorsmeeting attended and members of our audit committee receive $1,500 for eachaudit committee meeting attended. Furthermore, directors receive reimbursementfor travel, lodging and a flat per diem of $85 for each board or committee meetingattended out of town. Directors also receive stock options as fixed by theboard of directors upon becoming a director and each year thereafter, at thediscretion of the board.

 

We paid Amos Eiran, a non-employee director, an aggregate ofapproximately $14,000 for consulting services he provided to us in 2003.

 

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## **Compensation Committee Interlocks and InsiderParticipation**

 

We do not have a compensation committee. Compensation of our executiveofficers is determined, or recommended for our board’s determination, by amajority of our independent directors voting alone.

 

## **Item 12.**                                                    Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters

 

**Equity CompensationPlan Information**

 

The following table provides information as of December 31, 2003about our common stock that may be issued upon exercise of options, warrantsand rights under all of our existing equity compensation plans.

 
| **Plan Category**                                            |   | **Number of  Shares of  Common Stock to be  Issued upon Exercise Of  Outstanding Options,  Warrants and Rights** |   | **Weighted-Average  Exercise Price of  Outstanding Options,  Warrants and Rights** |   | **Number of  Shares of Common  Stock Remaining Available for  Future Issuance under Equity  Compensation Plans (Excluding  Common Stock Reflected in  First Numerical Column)** |    |
|--------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
| Equity compensation plans approved by  security holders:     |   |                                                                                                             |   |                                                                               |   |                                                                                                                                                                            |    |
| 1999 Stock Option Plan                                       |   | 2,308,450                                                                                                        |   | $                                                                                  | 8.86   |                                                                                                                                                                            | 371,000 |   |
| Equity compensation plans not approved by  security holders: |   |                                                                                                             |   |                                                                               |   |                                                                                                                                                                            |    |
| Warrant Agreement  (1)                             |   | 100,000                                                                                                          |   | $                                                                                  | 20.48  |                                                                                                                                                                            | —  |   |
| Warrant Agreement  (2)                             |   | 50,000                                                                                                           |   | $                                                                                  | 20.62  |                                                                                                                                                                            | —  |   |
| Warrant Agreements (3)                                       |   | 75,000                                                                                                           |   | $                                                                                  | 20.00  |                                                                                                                                                                            | —  |   |
| Warrant Agreement  (4)                             |   | 25,000                                                                                                           |   | $                                                                                  | 20.00  |                                                                                                                                                                            | —  |   |
| Warrant Agreement  (5)                             |   | 50,000                                                                                                           |   | $                                                                                  | 5.35   |                                                                                                                                                                            | —  |   |
| Total:                                                       |   | 2,608,450                                                                                                        |   |                                                                               |   | 371,000                                                                                                                                                                         |    |

 

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(1)          On July 15, 2000, pursuant to anadvisory services agreement dated June 12, 2000 (the “CIBC Agreement”), weissued to CIBC World Markets Corp. a warrant to purchase an aggregate of100,000 shares of our common stock. Such warrant is currently exercisable andhas an exercise price per share of $20.48. The warrant expires on July 15,2005. Such warrant was not granted under our 1999 Stock Option Plan.

 

(2)          On October 15, 2000, also pursuant tothe CIBC Agreement, we issued to CIBC World Markets Corp. a warrant to purchasean aggregate of 50,000 shares of our common stock. Such warrant is currentlyexercisable and has an exercise price per share of $20.62. The warrant expireson October 15, 2005. Such warrant was not granted under our 1999 StockOption Plan.

 

(3)          On July 12, 2000, we issued to each ofthree members of our corporate advisory board a warrant to purchase anaggregate of 25,000 shares of our common stock. All of such warrants arecurrently exercisable and have an exercise price per share of $20.00. Thewarrants expire on December 31, 2004. Such warrants were not granted underour 1999 Stock Option Plan.

 

(4)          On July 2, 2001, we issued to a newmember of our corporate advisory board a warrant to purchase an aggregate of25,000 shares of our common stock. Such warrant is currently exercisable andhas an exercise price per share of $20.00. The warrant expires onDecember 31, 2004. Such warrant was not granted under our 1999 StockOption Plan.

 

(5)          On April 1, 2003, pursuant to aconsulting agreement of the same date, we issued to a consulting company, theprincipal of which was subsequently appointed our Vice President of Marketing,a warrant to purchase an aggregate of 50,000 shares of

 

10

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our common stock. Such warrant is currently exercisable and has anexercise price per share of $5.35. The warrant expires on April 1, 2006.Such warrant was not granted under our 1999 Stock Option Plan.

 

11

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**PrincipalStockholders**

 

The following table sets forth certain information regarding ownershipof our common stock as of May 17, 2004 by:

 

•                  eachbeneficial owner of five percent or more of our common stock;

 

•                  eachof our directors;

 

•                  eachof our executive officers named in the summary compensation table elsewhere inthis proxy statement; and

 

•                  allof our directors and executive officers as a group.

 

The amounts and percentages of common stock beneficially owned arereported on the basis of regulations of the Securities and Exchange Commission(“SEC”) governing the determination of beneficial ownership of securities.Under the rules of the SEC, a person is deemed to be a “beneficial owner” of asecurity if that person has or shares “voting power,” which includes the powerto vote or to direct the voting of such security, or “investment power,” whichincludes the power to dispose of or to direct the disposition of such security.A person is also deemed to be a beneficial owner of any securities of whichthat person has the right to acquire beneficial ownership within 60 days. Underthese rules more than one person may be deemed a beneficial owner of the samesecurities and a person may be deemed to be a beneficial owner of securities asto which such person has no economic interest.

 

Unless otherwise indicated, we believe that all persons named in thetable have sole voting and investment power with respect to all shares ofcommon stock beneficially owned by them. Additionally, unless otherwise indicated,the address of each beneficial holder of our common stock is our corporateaddress. 

 
| **Name and Address of Beneficial  Owner**                          |   | **Number of  Shares of  Common Stock  Beneficially Owned** |   | **Ownership  Percentage** |   |
|--------------------------------------------------------------------|--------|------------------------------------------------------------|--------|---------------------------|--------|
| Israel Aircraft Industries Ltd.(1)                                 |   | 5,553,957                                                  |   | 21.3                      |   |
| Robert K. Lifton(2)                                                |   | 4,101,469                                                  |   | 15.7                      |   |
| Howard Weingrow(3)                                                 |   | 3,313,941                                                  |   | 12.7                      |   |
| CVF, LLC(4)                                                        |   | 2,537,543                                                  |   | 9.7                       |   |
| Zvi Rehavi(5)                                                      |   | 536,100                                                    |   | 2.1                       |   |
| Jacob S. Weiss(6)                                                  |   | 215,816                                                    |   |                      | *      |
| Israel Fisher(7)                                                   |   | 60,000                                                     |   |                      | *      |
| Amos Eiran(7)                                                      |   | 15,000                                                     |   |                      | *      |
| Jacob E. Goldman(8)                                                |   | 16,698                                                     |   |                      | *      |
| Zeev Nahmoni(9)                                                    |   | 27,271                                                     |   |                      | *      |
| Philip Weisser(10)                                                 |   | 230,466                                                    |   |                      | *      |
| Mitchell H. Freeman                                                |   | —                                                     |   | —                    |   |
| All directors and executive officers as a  group (10 persons) |   | 7,591,270                                                  |   | 29.1                      |   |

 

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* Represents beneficial ownership of lessthan 1%.

 

12

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(1)                                  Includes37,500 shares of our common stock underlying warrants held by Israel Aircraft.Voting control of Israel Aircraft is held by the State of Israel. IsraelAircraft’s address is Ben Gurion International Airport, Tel Aviv 70100, Israel.

 

(2)                                  Includes184,762 shares of our common stock underlying warrants and 693,500 shares ofour common stock underlying options which are currently exercisable held byMr. Lifton, as well as 758,457 shares of our common stock and 167,034shares of our common stock underlying warrants held by the Stanoff Corporation,which is beneficially owned by Messrs. Lifton and Weingrow. Does notinclude an aggregate of 102,016 shares of our common stock and an aggregate of3,794 shares of our common stock underlying warrants held in trust for arelative of Mr. Weingrow of which Mr. Lifton is a trustee.

 

(3)                                  Includes148,191 shares of our common stock underlying warrants and 600,000 shares ofour common stock underlying options which are currently exercisable held byMr. Weingrow, as well as 758,457 shares of our common stock and 167,034shares of our common stock underlying warrants held by the Stanoff Corporation,which is beneficially owned by Messrs. Lifton and Weingrow.

 

(4)                                  Basedon a Schedule 13D filed with the SEC on September 2, 2003 and a Form4 filed with the SEC on November 17, 2003, CVF, LLC, Richard C.Goodman, Longview Management Group, LLC, James A. Star, The Edward MemorialTrust and Geoffrey F. Grossman, not individually, but as trustee of TheEdward Memorial Trust, have shared voting power and shared dispositive power ofsuch shares of common stock, which number includes 287,742 shares of commonstock issuable upon exercise of outstanding warrants. These shares and sharesunderlying warrants are held of record by CVF. Based on such filings:

 

•                          Richard C.Goodman is the Executive Manager of CVF.

•                          LongviewManagement Group, LLC provides investment advisory services to CVF.

•                          James A.Star is president of Longview Management Group.

•                          TheEdward Memorial Trust is a majority equity owner of Longview Management Group,LLC.

•                          GeoffreyF. Grossman is the trustee of The Edward Memorial Trust.

 

The address of CVF is 222 N. LaSalle Street, Suite 2000, Chicago,Illinois 60601.

 

(5)                                  Includesoptions to acquire 535,000 shares of our common stock which are currentlyexercisable.

 

(6)                                  Includesoptions to acquire 210,000 shares of our common stock which are currentlyexercisable.

 

(7)                                  Representsoptions to acquire shares of our common stock which are currently exercisable.

 

(8)                                  Includesoptions to acquire 15,000 shares of our common stock which are currentlyexercisable.

 

(9)                                  Includesoptions to acquire 25,000 shares of our common stock which are currentlyexercisable.

 

(10)                            Includes8,677 shares of our common stock underlying warrants and 5,000 shares of ourcommon stock underlying options which are currently exercisable held by Mr.Weisser, as well as 163,858 shares of our common stock and 15,181 shares of ourcommon stock underlying warrants held by two trusts for the benefit of Mr.Weisser’s family members, of which Mr. Weisser is the trustee.

 

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## **Item 13.**                                                    Certain Relationships and RelatedTransactions

 

In November 2000, we purchased an option for the remaining 7% ofthe outstanding shares of More Energy Ltd., an indirect subsidiary of ourswhich owns our fuel cell technology, held by Gennadi Finkelshtain, its generalmanager and director, at an exercise price of 1,714 shares of our common stockfor each More Energy share. The aggregate purchase price of the option wasUS$520,000, which was paid in full in June 2001. On March 14, 2003,we (i) amended the terms of the option agreement to allow us to immediatelyexercise in full the entire 7% interest upon the payment to Mr. Finkelshtain of120,000 shares of our common stock and (ii) exercised the option and acquiredsuch remaining 7% interest, making More Energy a wholly owned indirectsubsidiary of ours.

 

In April 2003 and May 2004, we loaned an aggregate ofapproximately $264,000 to Mr. Finkelshtain, principally to enable him to paycertain tax obligations arising from the sale of his interest in More Energy tous. Mr. Finkelshtain has executed a non-recourse, interest bearing, secured promissorynote (the “Note”) in favor of us evidencing such loans. The interest rate underthe Note is equal to the applicable federal rate for mid-term loans in effecton the borrowing date which, for purposes of $155,000, equals a rate of 2.94%per annum. We have not yet determined the interest rate on the remainingamount, which will also be equal to applicable federal rate for mid-term loansin effect on the borrowing date. Principal of, and accrued interest on, theNote must be paid in full by the December 31, 2006 maturity date of theNote. Mr. Finkelshtain has also entered into a pledge agreement with us underwhich he has pledged as collateral for the payment in full of his obligationsunder the Note 120,000 shares of our common stock owned by him.

 

On December 29, 2000, we entered into a $5 million revolvingcredit line loan agreement with Fleet National Bank. On October 24, 2002,we entered into an amendment to such loan agreement, which extended itstermination date to December 26, 2003. On February 20, 2003, weentered into a second amendment to such loan agreement, which extended itstermination date to July 1, 2004. On September 30, 2003, we enteredinto a third amendment to such loan agreement which extended its terminationdate to July 1, 2005. Under the loan agreement, the outstanding balancesbear interest based on either the LIBOR or Prime Rate. Furthermore, anyoutstanding balance would be collateralized by all cash and other assets ondeposit with the bank at any time and an assignment of certain leases owned bya partnership in which Robert K. Lifton and Howard Weingrow are partners.Messrs. Lifton and Weingrow each personally guaranteed any principal andinterest on and all other sums payable with respect to our obligations orliabilities to Fleet under the loan agreement.

 

We pay rent of approximately $115,000 per year for the use of officespace in premises occupied by the Stanoff Corporation, which is beneficiallyowned by Messrs. Lifton and Weingrow. Furthermore, we reimburse Stanofffor the use of its administrative staff at such office in the amount ofapproximately $66,000 per year.

 

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## **Item 14.**                                                    Principal Accounting Fees andServices

 

Fees incurred by us for professional servicesprovided by our independent auditors in each of the last two fiscal years, ineach of the following categories are approximately as follows: 

 
|               |   | **2003** |    | **2002** |   |
|--------------------|--------|----------|---------|----------|--------|
|               |   |     |    |     |   |
| Audit fees         |   | $        | 100,000 |     | $      | 126,000 |   |
|               |   |     |    |     |   |   |   |
| Audit-related fees |   | —   |    | —   |   |
|               |   |     |    |     |   |
| Tax fees           |   | 34,000   |    | 10,000   |   |
|               |   |     |    |     |   |
| All other fees     |   | —   |    | —   |   |
|               |   |     |    |     |   |
| Total              |   | $        | 134,000 |     | $      | 136,000 |   |

 

Fees for audit services include feesassociated with the audit of our annual financial statements, review offinancial statements included in our quarterly reports on Form 10-Q andservices provided by our auditors in connection with statutory and regulatoryfilings or engagements. Tax fees included tax compliance and tax consultations.

 

The audit committee has adopted a policy thatrequires advance approval of all audit, audit-related, tax services, and otherservices performed by the Company’s independent auditor. The policy providesfor preapproval by the audit committee of specifically defined audit andnon-audit services. Unless the specific service has been previouslypre-approved with respect to that year, the audit committee must approve thepermitted service before the independent auditor is engaged to perform it.

 

Our audit committee has determined that theprovision of the above services is compatible with maintaining Ernst &Young’s independence.

 

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# **PART IV**

** **

## **Item 15. Exhibits**,Financial Statement Schedules, and Reports on Form 8-K

 

###### (a)           FinancialStatements.

 

Our financialstatements as previously filed with this Form 10-K are hereby incorporated byreference.

 

###### (b)           Exhibits.

 

The following exhibits, which are numbered in accordance with Item 601of Regulation S-K, are filed herewith or, as noted, incorporated by referenceherein:

 
| 3.(i)       |   | Restated  Certificate of Incorporation of Medis Technologies Ltd. (1)                                                                                                                                                         |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.(ii)      |   | Restated  By-Laws of Medis Technologies Ltd., as amended (1)                                                                                                                                                                  |
| 4.1         |   | Form of  certificate evidencing shares of common stock (1)                                                                                                                                                                    |
| 10.1†  |   | Medis  Technologies Ltd.’s 1999 Stock Option Plan (1)                                                                                                                                                                    |
| 10.2†  |   | Employment  Agreement dated November 2, 2000 between Zvi Rehavi and Medis El Ltd. (2)                                                                                                                                         |
| 10.3†  |   | Employment  Agreement dated March 23, 1999 between Israel Fisher and Medis El Ltd. (2)                                                                                                                                        |
| 10.4        |   | Loan  Agreement dated as of December 29, 2000 between Fleet National Bank, as the  lender and Medis Technologies Ltd., as the borrower (2)                                                                                    |
| 10.5        |   | Amendment to  Loan Agreement dated October 24, 2002 but effective as of September 30, 2002  between Medis Technologies Ltd. and Fleet National Bank (3)                                                                       |
| 10.6        |   | Amendment  No. 2 to Loan Agreement dated as of December 29, 2000 between Fleet National  Bank, as the lender and Medis Technologies Ltd., as the borrower, dated  February 20, 2003 (4)                                       |
| 10.7        |   | Technology  Development Agreement dated as of December 14, 1998 by and between Medis El  Ltd. and The Coca-Cola Company (1)                                                                                                   |
| 10.8        |   | Strategic  Agreement dated April 5, 2001 by and between General Dynamics Government  Systems Corporation and Medis Technologies Ltd. (2)                                                                                      |
| 10.9        |   | Option  Agreement dated November 9, 2000, by and between Medis Technologies Ltd. and  Gennadi Finkelstein, and amendment thereto (2)                                                                                          |
| 10.10       |   | Letter  Agreement dated March 14, 2003 by and between Medis Technologies Ltd. and  Gennadi Finkelshtain, amending the exercise terms of the Option Agreement  dated November 9, 2000 and exercising the option in full (4)    |
| 10.11       |   | Letter  Agreement dated June 1, 1993 between Medis El Ltd. and The Industrial  Research and Development Institute of the Chief Scientist’s Office of the  State of Israel (5)                                            |
| 10.12       |   | Agreement  dated October 17, 1991 between Bar-Ilan University and Israel Aircraft  Industries Ltd. (5)                                                                                                                        |
| 10.13       |   | Amendment of  License dated August 8, 1992 between Bar-Ilan University and Israel Aircraft  Industries Ltd. and Medis El (5)                                                                                                  |
| 10.14       |   | Assignment  of License Agreement between Israel Aircraft Industries between Israel  Aircraft Industries Ltd. and Bar-Ilan University dated August 13, 1992  between Israel Aircraft Industries Ltd. and Medis Israel Ltd. (5) |
| 10.15       |   | Letter  Agreement dated July 18, 1996 between Medis El Ltd. and Bar-Ilan University  (5)                                                                                                                                      |
| 10.16       |   | Agreement to  Employ a Subcontractor dated as of December 11, 2001 between Elbit Systems  Ltd. and More Energy Ltd. (5)                                                                                                       |
| 10.17† |   | Consultancy  Agreement dated as of January 2, 2000 between Medis Technologies Ltd. and  Robert K. Lifton (6)                                                                                                                  |

 

 

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| 10.18† |   | Consultancy  Agreement dated as of January 2, 2000 between Medis Technologies Ltd. and  Howard Weingrow (6)                                                                      |
|-------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.19       |   | Amendment  No. 3 to Loan Agreement dated December 29, 2000 between Fleet National Bank,  as the lender, and Medis Technologies Ltd., as the borrower, dated September  30, 2003* |
| 10.20**     |   | Distribution  Agreement dated as of March 9, 2004 by and between ACCO Brands, Inc. through  its Kensington Technology Group, and Medis Technologies Ltd.*                        |
| 14.1        |   | Code of  Ethics*                                                                                                                                                                 |
| 21.1        |   | Subsidiaries  of the Registrant (5)                                                                                                                                              |
| 23.1        |   | Consent of  Arthur Andersen, LLP (7)                                                                                                                                             |
| 23.2        |   | Consent of  Ernst & Young LLP*                                                                                                                                               |
| 23.3        |   | Consent of  Kost Forer Gabay & Kasierer, a member of Ernst & Young Global*                                                                                               |
| 31.1        |   | Rule  13a-14(a)/15d-14(a) certification of Chief Executive Officer                                                                                                               |
| 31.2        |   | Rule  13a-14(a)/15d-14(a) certification of Chief Financial Officer                                                                                                               |
| 32.1        |   | Section 1350  certifications                                                                                                                                                     |

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| † |   | Management contract or compensatory plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *      |   | Previously filed with this Annual Report on Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **     |   | Portions of this document have been submitted to the Secretary of the  Securities and Exchange Commission for application for “Confidential  Treatment.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (1)    |   | Filed as an exhibit to the Registration Statement on Form S-1, as  amended (File No.:  333-83945), of  Medis Technologies Ltd. and incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (2)    |   | Filed as an exhibit to the Annual Report on Form 10-K for the year  ended December 31, 2000 of Medis Technologies Ltd. and incorporated herein by  reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (3)    |   | Filed as an exhibit to the Quarterly Report on Form 10-Q for the  quarter ended September 30, 2002 of Medis Technologies Ltd. and incorporated  herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (4)    |   | Filed as an exhibit to the Annual Report on Form 10-K for the year  ended December 31, 2002 of Medis Technologies Ltd. and incorporated herein by  reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (5)    |   | Filed as an exhibit to the Registration Statement on Form S-1, as  amended (File No.: 333-73276), of Medis Technologies Ltd. and incorporated  herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (6)    |   | Filed as an exhibit to the Annual Report on Form 10-K for the year  ended December 31, 2001 of Medis Technologies Ltd. and incorporated herein by  reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (7)    |   | The consolidated financial statements of the Registrant for the year  ended December 31, 2001 included in this Annual Report on Form 10-K which are  incorporated by reference into the Registrant’s Registration Statements on  Form S-8 (Registration No.: 333-105557), on Form S-4 (Registration No.:  333-107801) and on Form S-3 (Registration Nos.: 333-63874 and 333-112623),  have been audited by Arthur Andersen LLP, independent public accountants  (“AA”). However, after reasonable efforts, the Registrant has been unable to  obtain the written consent of AA with respect to the incorporation by  reference of such financial statements in the Registration Statement. Therefore,  the Registrant has dispensed with the requirement to file the written consent  of AA in reliance upon Rule 437a of the Securities Act of 1933, as amended.  As a result, you may not be able to recover damages from AA under Section 11  of the Securities Act of 1933, as amended, for any untrue statements of  material fact or any omissions to state a material fact, if any, contained in  the aforementioned financial statements of the Registrant which are  incorporated in the Registration Statement by reference. |

######  

###### (c)           Reportson Form 8-K:

 

                The followingCurrent Report on Form 8-K was filed or furnished with the Securities andExchange Commission during the quarter ended December 31, 2003.

 

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| **Date of Report** |   | **Date Report Filed with SEC** |   | **Items Reported**                                       |
|--------------------|--------|--------------------------------|--------|----------------------------------------------------------|
| November 14,  2003 |   | November 14,  2003             |   | Item 12  (Results of Operations and Financial Condition) |

 

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

 
| **Dated:  May 28, 2004** | **MEDIS TECHNOLOGIES LTD.** |
|-------------------------------|-----------------------------|
|                          |                        |
|                          |                        |
|                          | By:                         |   | /s/ ROBERT  K. LIFTON |
|                          |                        |   | Robert K.  Lifton  Chairman and Chief Executive  Officer |

 

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