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The following is an excerpt from a DEF 14A SEC Filing, filed by MEDICAL ACTION INDUSTRIES INC on 6/25/1997.
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MEDICAL ACTION INDUSTRIES INC - DEF 14A - 19970625 - SECURITY_OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of the record date certain information with regard to beneficial ownership of the Company's Common Stock by each beneficial owner of five percent or more of the Company's Common Stock known by management; each Director; each executive officer of the Company; and all executive officers and Directors of the Company as a group. For a description of the method used to determine such beneficial ownership, see footnote (2) to the following table.

                               Amount and Nature          Percent of Class
Name and Address               of Beneficial              If More than 1.0%
of Beneficial Owner            Ownership (1) (2)                  (2)
-------------------            -----------------          -----------------
                                 Common Stock                Common Stock
                               -----------------          -----------------

Joseph R. Meringola            1,807,541(3)                       21.8%
150 Motor Parkway
Hauppauge, New York

Paul D. Meringola                454,000(4)(5)(6)                  5.4%
150 Motor Parkway
Hauppauge, New York

Richard G. Satin                 257,045(4)(5)                     3.0%
150 Motor Parkway
Hauppauge, New York


Daniel F. Marsh                  191,500(4)                        2.3%
150 Motor Parkway
Hauppauge, New York

Dr. Philip F. Corso               18,000                            --
1200 Post Road East
Westport, Connecticut

Dr. Thomas A. Nicosia              7,000                            --
1615 Northern Blvd.
Manhasset, New York

Bernard Wengrover                 50,000
1000 Woodbury Road
Woodbury, New York

Directors and Officers         2,785,086(8)                       31.8%
as a Group (7 Persons)

-------------

(1) Unless otherwise indicated, the stockholders identified in this table have sole voting and investment power with respect to the shares beneficially owned by them.
(2) Each named person and all executive officers and Directors as a group are deemed to be the beneficial owners of securities that may be acquired within 60 days through the exercise of options. Accordingly, the
(Footnotes continued on next page)

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(Footnotes continued from previous page)

number of shares and percentage set forth opposite each stockholder's name in the above table include the shares of Common Stock issuable upon exercise of presently exercisable stock options under the Company's stock option plans, both with respect to the number of shares of Common Stock deemed to be beneficially owned and the adjusted percentage of outstanding Common Stock resulting from such right of exercise. However, the shares of Common Stock so issuable upon such exercise by any such stockholder are not included in calculating the number of shares or percentage of Common Stock beneficially owned by any other stockholder.
(3) Does not include 100,000 shares that are subject to an option granted to the Company's Chairman of the Board and which were partially assigned to certain executive officers. These options may be exercised on or before September 12, 2001 at $1.75 per share.
(4) Includes the right to acquire 56,000 shares, 22,000 shares and 22,000 shares, respectively, by Paul D. Meringola, Richard G. Satin and Daniel F. Marsh pursuant to an option granted by the Company's Chairman of the Board.
(5) Does not include 3,885 shares and 4,530 shares acquired by Paul D.

Meringola and Richard G. Satin pursuant to the Medical Action Industries Inc. 401(K) Retirement Plan.
(6) Includes 4,000 shares owned by Mr. Meringola's children, as to which he disclaims beneficial ownership.

MANAGEMENT

Officers of the Company

The Company's executive officers are as follows:

Name                  Age         Position Held with the Company
----                  ---         ------------------------------

Joseph R. Meringola    54         Chairman of the Board (Chief
                                  Executive Officer)

Paul D. Meringola      39         President (Chief Operating
                                  Officer)

Richard G. Satin       42         Vice President - Operations,
                                  General Counsel and Corporate
                                  Secretary

Daniel F. Marsh        39         Vice President - Sales and
                                  Marketing

All of the executive officers of the Company hold office at the pleasure of the Board of Directors. Joseph R. and Paul D. Meringola are brothers.

Mr. Daniel F. Marsh has been employed by the Company for more than the past five years in various sales and marketing positions. Mr. Marsh was appointed Vice President of Sales and Marketing in February, 1994 and for the period between April 1, 1993 until February, 1994 was Vice President-International.

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ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides that the Board of Directors shall consist of between three and eleven members, as determined from time to time by the Board, divided into three classes as nearly equal in number as possible. The size of the Board has currently been set at six. The two directors named below in Class I, both of whom are presently directors of the Company, have been nominated for election as directors of the Company until the Annual Meeting of Stockholders in 2000 or until their respective successors are chosen and qualified. Shares represented by executed proxies in the form enclosed will be voted, unless otherwise indicated, for the election as directors of the aforesaid nominees, unless they shall be unavailable, in which event such shares may be voted for substitute nominee(s) designated by the Board of Directors. The Board of Directors has no reason to believe that the nominees will be unavailable or, if elected, will decline to serve. The following table sets forth the directors of the Company.

     Class I                    Class II                   Class III
(To Serve Until the        (To Serve Until the        (To Serve Until the
Annual Meeting of          Annual Meeting of          Annual Meeting of
Stockholders in 1997)      Stockholders in 1998)      Stockholders in 1999)
---------------------      ---------------------      ---------------------

Dr. Thomas A. Nicosia      Bernard Wengrover           Joseph R. Meringola
Richard G. Satin           Paul D. Meringola           Dr. Philip F. Corso

Biographical Information

The following information is submitted concerning each member of the Board of Directors.

Joseph R. Meringola has been Chairman of the Board and Chief Executive Officer of the Company since its inception in 1977. Mr. Meringola has served in various executive management and operating positions for the Company, including President and Chief Operating Officer. Mr. Meringola received a Bachelor of Science degree in business administration from C.W. Post College of Long Island University.

Paul D. Meringola, a director and President of the Company since November, 1992, has been employed by the Company for more than the past fifteen years in various executive positions. He previously served the Company as Vice President - Operations from March, 1989 to October, 1991 and Senior Vice President (Chief Operating Officer) from October, 1991 to November, 1992.

Mr. Richard G. Satin, previously a director of the Company from October, 1987 to February, 1992, was reappointed to the Board of Directors in February, 1993. Mr. Satin has been employed by the Company as Vice President and General Counsel since January, 1993 and has been Corporate Secretary of the Company since October, 1991. In February, 1994, Mr. Satin was appointed Vice President-Operations. Mr. Satin, a practicing attorney in the State of New

York for more than the past ten years, was associated with the law firm of Blau, Kramer, Wactlar, Lieberman & Satin, P.C. from May, 1983 to January, 1993.

Dr. Philip F. Corso, a director of the Company since March, 1984, has been associated with the Yale University School of Medicine for more than the past ten years and is presently an Assistant Clinical Professor of Surgery. In addition, Dr. Corso is Senior Attending and Emeritus Chief of Plastic Surgery at Bridgeport and Norwalk Hospitals in Connecticut. Dr. Corso has also published numerous articles in professional journals on plastic and reconstructive surgery. He is the Director of the Aesthetic Center for Plastic Surgery in Westport, Connecticut and is a member of numerous national and international plastic surgery societies.

Dr. Thomas A. Nicosia, a director of the Company since November, 1985, has been a practicing cardiologist for more than the past five years. Dr. Nicosia is a fellow of the American College of Cardiology and is affiliated

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with North Shore University Hospital in Manhasset, New York and is President of the Medical Staff of St. Francis Hospital in Roslyn, New York.

Mr. Bernard Wengrover, a director of the Company since October, 1990, has been a certified public accountant in the State of New York for more than the past twenty years and is a partner in the accounting firm of Schneider, Ehrlich & Wengrover, LLP. Mr. Wengrover was the Company's independent auditor from 1977 until March 31, 1989.

The Board of Directors of the Company recommends a vote FOR Richard G. Satin and Dr. Thomas A. Nicosia as Class I Directors to hold office until the 2000 Annual Meeting of Stockholders and until their successors are elected and qualified.

Meetings of the Board of Directors and Committees of the Board of Directors

The Board of Directors held five meetings during the fiscal year ended March 31, 1997. Except for Dr. Nicosia, all directors attended 75% or more of the aggregate number of meetings of the Board and its committees, on which they serve.

The Board of Directors has established the following committees, all of which consist of three non-employee directors, Mr. Wengrover, Dr. Corso and Dr. Nicosia, to perform certain specific functions. Included among the committees are an Audit Committee, a Compensation Committee and a Stock Option Committee. There is no Nominating Committee of the Board of Directors.

Audit Committee. This Committee reviews the plan for and the results of the independent audit and internal audit, reviews the Company's financial information and internal accounting and management controls, and performs other related duties. The Audit Committee held one meeting during the last fiscal year.

Compensation Committee. This Committee makes recommendations to the Board of Directors with respect to compensation for the executive officers of the Company and the Chief Executive Officer. The Compensation Committee met one time during fiscal year 1997.

Stock Option Committee. This Committee has reviewed and approved the grant of options pursuant to the Company's stock option plans for the Company's directors and officers. The Committee held three meetings during the last fiscal year.

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