SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Medjet Inc.
_________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
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Delaware 22-3283541
_________________________________ ______________________________
(State of Incorporation or I.R.S. Employer
Organization) Identification no.)
1090 King Georges Post Road
Suite 301
Edison, New Jersey 08837
_________________________________ _____________________________
(Address of principal executive (zip code)
offices)
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If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General become effective
Instruction A(c)(1) simultaneously with the
please check the following box. / / effectiveness of a
concurrent registration
statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
Registered
Not Applicable Not Applicable
_____________________________ _____________________________
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Securities to be registered pursuant to Section 12(g) of the Act:
Units, each consisting of one share of Common Stock, par value $.001
per share, and one Class A Warrant to purchase one share of Common Stock
________________________________________________________________________
(Title of Class)
Common Stock, par value $.001 per share
________________________________________________________________________
(Title of Class)
Class A Warrants to purchase one share of Common Stock
________________________________________________________________________
(Title of Class)
page 1 of 4
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Item 1. Description of Registrant's Securities to be Registered.
The three classes of securities to be registered hereunder are (i)
units, each consisting of one share of common stock of the Registrant
and one Class A warrant to purchase one share of common stock of the
Registrant (the "Units"), (ii) common stock, par value $.001 per share
(the "Common Stock") of the Registrant and (iii) Class A warrants to
purchase one share of Common Stock (the "Warrants"). A description of
the three classes of securities to be registered hereunder is set forth
under the caption "Description of Securities" contained in the
prospectus forming a part of the Registrant's Registration Statement on
Form SB-2 (the "Registration Statement on Form SB-2") (Registration No.
333-3184) filed with the Securities and Exchange Commission on April 3,
1996. Such description, and as it may be subsequently amended, is
incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
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Exhibit
No. Description
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1. Amended and Restated Certificate of Incorporation, of the
Registrant, incorporated herein by reference to Exhibit
3.1 to the Registration Statement on Form SB-2.
2. By-laws of the Registrant, incorporated herein by
reference to Exhibit 3.2 to the Registration Statement on
Form SB-2.
3. The Medjet Inc. 1994 Stock Option Plan, as amended,
incorporated herein by reference to Exhibit 10.6 to the
Registration Statement on Form SB-2.
4. Form of Certificate of the Units, incorporated herein by
reference to Exhibit 4.2 to the Registration Statement on
Form SB-2.
5. Form of Certificate evidencing the shares of Common Stock,
incorporated herein by reference to Exhibit 4.1 to the
Registration Statement on Form SB-2.
6. Form of Certificate evidencing the Warrants, incorporated
herein by reference to Exhibit 4.3 to the Registration
Statement on Form SB-2.
7. Form of Warrant Agreement for the Warrants, incorporated
herein by reference to Exhibit 4.5 to the Registration
Statement on Form SB-2.
8. Form of Subscription Agreement for the Units, incorporated
herein by reference to Exhibit 4.6 to the Registration
Statement on Form SB-2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MEDJET INC.
Date: May 13, 1996 By: /s/ Eugene I. Gordon
--------------------
Eugene I. Gordon
President
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INDEX TO EXHIBITS
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Exhibit No. Description Sequentially
Numbered Page
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1. Amended and Restated Certificate of
Incorporation, of the Registrant, incorporated
herein by reference to Exhibit 3.1 to the
Registration Statement on Form SB-2.
2. By-laws of the Registrant, incorporated herein
by reference to Exhibit 3.2 to the Registration
Statement on Form SB-2.
3. The Medjet Inc. 1994 Stock Option Plan, as amended,
incorporated herein by reference to Exhibit 10.6
to the Registration Statement on Form SB-2.
4. Form of Certificate of the Units, incorporated
herein by reference to Exhibit 4.2 to the
Registration Statement on Form SB-2.
5. Form of Certificate evidencing the shares of
Common Stock, incorporated herein by reference to
Exhibit 4.1 to the Registration Statement on Form SB-2.
6. Form of Certificate evidencing the Warrants,
incorporated herein by reference to Exhibit 4.3
to the Registration Statement on Form SB-2.
7. Form of Warrant Agreement for the Warrants,
incorporated herein by reference to Exhibit 4.5 to the
Registration Statement on Form SB-2.
8. Form of Subscription Agreement for the Units,
incorporated herein by reference to Exhibit 4.6 to the
Registration Statement on Form SB-2.
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