<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________.
COMMISSION FILE NUMBER: 1-11765
MEDJET INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 22-3283541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1090 KING GEORGES POST ROAD, SUITE 301
EDISON, NEW JERSEY 08837
(Address of principal executive offices)
(732) 738-3990
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES X NO
---------- ---------
As of July 31, 1998, there were outstanding 3,686,280 shares of common
stock, par value $.001 per share.
Transitional Small Business Disclosure Format: YES NO X
-------- --------
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<PAGE>
MEDJET INC.
INDEX
-----
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Interim Balance Sheet as of June 30, 1998 (Unaudited)......
Condensed Interim Statements of Operations for the six months ended
June 30, 1998 and 1997 and for the period from December 16, 1993
(date of inception) to June 30, 1998 (Unaudited).....................
Condensed Interim Statements of Cash Flows for the six months ended
June 30, 1998 and 1997 and for the period from December 16, 1993
(date of inception) to June 30, 1998 (Unaudited).....................
Notes to Condensed Interim Financial Statements (Unaudited)..........
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................
Item 2. Changes in Securities and Use of Proceeds............................
Item 3. Defaults Upon Senior Securities......................................
Item 4. Submission of Matters to a Vote of Securityholders...................
Item 5. Other Information....................................................
Item 6. Exhibits and Reports on Form 8-K.....................................
</TABLE>
2.
<PAGE>
PART I - FINANCIAL INFORMATION
MEDJET INC.
(A Development Stage Company)
Condensed Interim Balance Sheet
June 30, 1998
(Unaudited)
<TABLE>
ASSETS
CURRENT ASSETS:
- ---------------
<S> <C>
Cash and cash equivalents $ 1,239,447
Prepaid expenses 28,833
-----------
1,268,280
Property, plant & equipment -
Less accumulated depreciation of $222,538 310,161
Organization costs -
Less accumulated amortization of $31,353 6,034
Patents and trademarks -
Less accumulated amortization of $12,248 103,230
Security deposits 7,050
-----------
Total Assets $ 1,694,755
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
- --------------------
Accounts payable and accrued liabilities $ 358,679
Preferred dividends payable 22,000
Income taxes payable 150
-----------
Total Liabilities 380,829
-----------
STOCKHOLDERS' EQUITY:
- ---------------------
Preferred stock, $.001 par value, 1,000,000 shares authorized; 110,000
shares designated as Series A 10% Cumulative Convertible Preferred Stock
issued and outstanding 1,100
Common stock, $.001 par value, 7,000,000 shares authorized,
3,720,069 shares issued and 3,686,280 shares outstanding 3,720
Additional paid-in capital 6,013,610
Accumulated deficit (including deficit accumulated during development
stage of $6,237,008 of which $1,556,204 was applied to additional paid-in
capital upon conversion from an "S" to a "C" corporation) (4,702,804)
Less: Treasury stock, 33,789 shares, at cost (1,700)
-----------
Total Stockholders' Equity 1,313,926
-----------
Total Liabilities and Stockholders' Equity $ 1,694,755
===========
</TABLE>
See Notes to the Condensed Interim Financial Statements.
3.
<PAGE>
MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Operations
For The Three and Six Months Ended June 30, 1998 and 1997
And The Period From December 16, 1993 (Date of Inception), to June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Period from
June 30, June 30, December 16,
------------------------- --------------------------- 1993 (Inception)
1998 1997 1998 1997 to June 30, 1998
----------- ----------- ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
Revenues:
Net Sales $ - $ - $ - $ - $ -
Cost of Sales - - - - -
---------- ---------- ----------- ----------- -----------
Gross Profit - - - - -
---------- ---------- ----------- ----------- -----------
Expenses:
Research, Development,
General and
Administrative 719,405 690,283 1,449,025 1,280,219 6,476,909
---------- ---------- ----------- ----------- -----------
Total Costs and Expenses 719,405 690,283 1,449,025 1,280,219 6,476,909
---------- ---------- ----------- ----------- -----------
Loss from Operations (719,405) (690,283) (1,449,025) (1,280,219) (6,476,909)
Other Income (Expense):
Interest Income 14,674 42,554 29,301 91,694 278,835
Interest Expense (81) (2,525) (183) (5,794) (38,084)
---------- ---------- ----------- ----------- -----------
14,593 40,029 29,118 85,900 240,751
---------- ---------- ----------- ----------- -----------
Loss Before Provision for
(Benefit From)
Income Tax (704,812) (650,254) (1,419,907) (1,194,319) (6,236,158)
Provision for (benefit
from) income tax - (807,287) - (946,787) 850
---------- ---------- ----------- ----------- -----------
Net Income (Loss) $ (704,812) $ 157,033 $(1,419,907) $ (247,532) $(6,237,008)
========== ========== =========== =========== ===========
Net Income (Loss) Per
Share $(0.18) $0.04 $(0.38) $(0.07) $(2.13)
========== ========== =========== =========== ===========
Weighted Average
Common and Equivalent
Shares Outstanding 3,830,852 3,648,666 3,753,854 3,648,666 2,924,601
</TABLE>
See Notes to the Condensed Interim Financial Statements.
4.
<PAGE>
MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Cash Flows
For The Six Months Ended June 30, 1998 and 1997
And The Period From December 16, 1993 (Date of Inception), to June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Period from
June 30, December 16,
--------------------------- 1993 (Inception)
1998 1997 to June 30, 1998
------------ ------------ ----------------
<S> <C> <C> <C>
Cash Flows used in $(1,200,758) $(1,166,111) $(5,640,855)
Operating Activities
Cash Flows used in (168,583) (72,605) (692,614)
Investing Activities
Cash Flows from (used in)
Financing Activities 1,117,748 (165,000) 7,572,916
----------- ----------- -----------
Net Increase (Decrease) in
Cash and Cash Equivalents (251,593) (1,403,716) 1,239,447
Cash and Cash
Equivalents -
Beginning of Period 1,491,040 4,241,985 -
----------- ----------- -----------
Cash and Cash
Equivalents -
End of Period $ 1,239,447 $ 2,838,269 $ 1,239,447
=========== =========== ===========
Supplemental Disclosures of
Non-Cash Financing
Activities:
Cash Paid During
the Period for
Interest Expense $ 183 $ 12,961 $ 38,119
=========== =========== ===========
</TABLE>
See Notes to the Condensed Interim Financial Statements.
5.
<PAGE>
MEDJET INC.
(A Development Stage Company)
NOTES TO THE
CONDENSED INTERIM FINANCIAL STATEMENTS
NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:
(1) Nature of Organization
----------------------
Medjet Inc. (the "Company") was incorporated in Delaware on December
16, 1993 and is in the development stage. The Company is engaged in research
and development of medical technology, with a current emphasis on ophthalmic
surgical technology and equipment, and has developed a technology and derivative
devices for corneal surgery. The Company's technology is based on a hair thin,
circular beam of saline water solution moving at varying high speeds, depending
on the specific application. In each application, the waterjet beam substitutes
for a conventional, oscillating metal or diamond blade. In combination with
other elements of the device, it is capable of removing the epithelium (the
front surface layer of the cornea of the eye) in a procedure known as epithelial
keratoplasty and shaving thin shaped layers from the cornea in a procedure known
as lamellar keratoplasty.
(2) Basis of Presentation
---------------------
The Condensed Interim Financial Statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
permitted by such rules and regulations.
The Condensed Interim Financial Statements included herein reflect, in
the opinion of management, all adjustments (consisting primarily only of normal
recurring adjustments) necessary to present fairly the results for the interim
periods. The results of operations for the three months and six months ended
June 30, 1998 are not necessarily indicative of results to be expected for the
entire year ending December 31, 1998.
NOTE B - EQUITY TRANSACTIONS:
(1) Initial Public Offering
-----------------------
During the third quarter of 1996, the Company consummated an initial public
offering (the "Offering") in which it issued and sold to the public a total of
1,232,143 Units (the "Units"), each Unit consisting of one share of common
stock, $.001 par value, of the Company (the "Common Stock") and one Class A
Redeemable Common Stock Purchase Warrant (the "Warrants") to purchase one share
of Common Stock at a price of $10 per share for a 24-month period commencing on
November 6, 1996. The Units became separable on November 6, 1996, and the
Common Stock and the Warrants began trading separately on November 8, 1996. In
July 1998, in connection with its private placement referred to in paragraph (2)
of this Note B, the Company announced its agreement to extend the exercise
period of the Warrants for an additional 12-month period. As a result, the
Warrants will expire on November 6, 1999, unless exercised prior to that time.
6.
<PAGE>
The Company realized approximately $5,600,000 of net proceeds from the
Offering, which were used, in part, to repay outstanding indebtedness of
approximately $550,000. The balance of the net proceeds has been and continues
to be used to fund the Company's ongoing research and development activities and
business operations. Pending such use, the proceeds are invested in short-term,
money-market instruments.
(2) Recent Private Placement
------------------------
In January 1998, the Company commenced a private placement of the Company's
10% Cumulative Convertible Preferred Stock, $.001 par value per share (the
"Preferred Stock"), at a price of $10 per share. At the only closing for this
private placement, which was held in April 1998, the Company sold and issued
110,000 shares of the Preferred Stock for an aggregate of $1,100,000. The net
proceeds of the private placement have been and will be used to augment the
Company's working capital.
The Preferred Stock bears a cumulative annual dividend of 10% (subject to
increase to 12% in certain events) and is convertible into approximately 1.66
shares of Common Stock for each share of Preferred Stock, subject to adjustment
for stock splits, stock dividends, recapitalizations, reclassifications and
similar events.
The private placement, which was terminated in July 31, 1998, was carried
out pursuant to available exemptions from registration under Section 4(2) of the
Securities Act of 1933 and rules promulgated under that section.
NOTE C - NET INCOME (LOSS) PER SHARE:
Net income (loss) per share is computed by dividing net income (loss) by
the weighted average number of shares of Common Stock outstanding during the
period. Common stock equivalents have not been included in this computation as
the effect would be anti-dilutive.
NOTE D - SUBSEQUENT EVENT:
In July 1998, the Company entered into an agreement with Nestle S.A.
("Nestle") granting Nestle and its wholly-owned subsidiary, Alcon Laboratories,
Inc. ("ALcon"), an exclusive worldwide license for the use of the Company's
microjet technology for corneal refractive surgery. Under the terms of the
agreement, Alcon will register, manufacture, promote and market refractive
microjet devices and consumables developed by the Company. The agreement called
for a payment by Alcon upon execution of the agreement and provides for future
payments and royalties based on the achievement of certain milestones and upon
sales by Alcon of the Company's products.
7.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This quarterly report on Form 10-QSB, including any documents that are
incorporated by reference, contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Generally, such statements are indicated by
words or phrases such as "anticipate," "expect," "intend," "management believes"
and similar words or phrases. Such statements are based on the Company's
current expectations and are subject to risks, uncertainties and assumptions.
Certain of these risks are described or referred to below under "Certain
Considerations" and in the introduction to Part I of the Company's annual report
on Form 10-KSB for the fiscal year ended December 31, 1997 on file with the
Securities and Exchange Commission and are incorporated herein by this
reference. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, expected, intended or believed.
GENERAL
The Company is engaged in research and development of medical technology,
with a current emphasis on ophthalmic surgical technology and equipment, and has
developed a technology and derivative devices for corneal surgery. During 1998,
the Company expects to continue its research and development activities,
focusing principally on ophthalmic surgical technology and equipment, and to
commence early exploratory work on orthopedic applications of its technology.
The Company is in the development stage.
RESULTS OF OPERATIONS
The Company has not yet initiated sales of its products and, consequently,
had no revenues during the three months or six months ended June 30, 1998.
Total costs and expenses during the three months ended June 30, 1998
increased by $29,122 (4.2%) to $719,405 from $690,283 for the comparable period
of 1997. This was due primarily to an increase to 20 full-time employees from 16
and an increase in professional fees, as the Company continued its research and
development activities. The higher costs and expenses arising from the increase
in staff personnel were offset in part by a reduction in the use of outside
consultants, whose duties were assumed by the added personnel.
During the six months ended June 30, 1998, total costs and expenses
increased by $168,806 (13.2%) to $1,449,025 from $1,280,219 for the comparable
period of 1997, generally for the same reasons as during the three-month period.
Other income/expense consists of interest income and interest expense and
finance charges. Interest income for the three months ended June 30, 1998
decreased by $27,880 (65.5%) to $14,674 from $42,554 for the comparable period
of 1997. This decrease resulted principally from lower short-term investment
balances during the 1998 period, which reflected the utilization of these funds
to continue the Company's research and development activities. Interest expense
for the three months ended June 30, 1998 decreased by $2,444 (96.8%) to $81 from
$2,525 for the comparable period of 1997. This decrease was the result
primarily of a reduction in interest charges on short-term borrowings made by
the Company during 1996 which were repaid during the third quarter of 1996 and
the second quarter of 1997.
For the six months ended June 30, 1998, interest income decreased by
$62,393 (68.0%) to $29,301 from $91,694 for the comparable period of 1997 and
interest expense decreased by $5,611 (96.8%) to $183 from $5,794 for the
comparable period of 1997 for the same reasons as during the three-month period.
8.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $887,451 as of June 30, 1998. Until the
consummation of its initial public offering (the "Offering") in the third
quarter of 1996, the Company's liquidity requirements were met through private
sales of Common Stock and short-term borrowings from affiliates of the Company,
including Dr. Eugene I. Gordon, the founder of the Company and its Chairman and
Chief Executive Officer. All such loans were repaid utilizing proceeds of the
Offering. The Company has no long-term indebtedness.
In January 1998, the Company commenced a private placement of shares of its
Preferred Stock at a price of $10 per share. Pursuant to the private placement,
the Company sold and issued a total of 110,000 shares of Preferred Stock for an
aggregate price of $1,100,000, the net proceeds of which were released to the
Company following a closing in April 1998 and added to the Company's working
capital. The private placement was terminated July 31, 1998.
On July 23, 1998, the Company entered into an agreement with Nestle S.A.
("Nestle") pursuant to which the Company granted Nestle and its wholly-owned
subsidiary, Alcon Laboratories, Inc. ("Alcon"), an exclusive, worldwide license
for the use of the Company's microjet technology for corneal refractive surgery.
Under the terms of the agreement, Alcon will register, manufacture, promote and
market refractive microjet devices and consumables developed by the Company. The
agreement called for a payment by Alcon upon execution of the agreement and
provides for future payments based on the achievement of certain milestones and
upon sales by Alcon of the Company's products.
The Company has not yet obtained marketing approval for the devices covered
by the Alcon license agreement, and the timing and amount of any future payments
to the Company under the agreement will depend upon the Company's success in
obtaining such approvals and certain other events, which cannot be predicted
with certainty.
The Company anticipates that the remaining net proceeds from the Offering
and its recent private placement of Preferred Stock, together with the payment
received by the Company in connection with the execution of the Alcon agreement,
will be sufficient to meet the Company's 1998 working capital and planned
capital expenditure requirements. The Company anticipates raising additional
capital in late 1998 to maintain its current scope of operations. The Company
currently has no commitment or arrangement for any such capital, however, and
there can be no assurance whether or on what terms it will be able to obtain any
needed capital. If required additional financing is not available, the Company
would be materially adversely affected and would become unable to maintain its
current operations or otherwise carry out its business plan.
CERTAIN CONSIDERATIONS
The Company's strategy is to selectively license its ophthalmology products
where appropriate. To date, the only such agreement is the Company's agreement
with Alcon to license its microjet technology for corneal refractive surgery. If
the Company is unable or elects not to enter into additional licensing
arrangements with respect to its other products, it will undertake the
manufacture and marketing of such products directly. At present, the Company is
considering undertaking the manufacturing and marketing of its HydroBrush(TM)
Keratone product for epithelial removal and treatment of pterygium. To be
successful, the Company's proposed products must be manufactured in commercial
quantities in compliance with regulatory requirements at acceptable costs.
Production in clinical or commercial-scale quantities will involve scale-up
challenges for the Company. The Company currently has no volume manufacturing
capacity or experience in manufacturing medical devices or other products. If
the Company elects to manufacture certain of its potential products, it would be
required to establish its own manufacturing capabilities, which would require
significant scale-up expenses and additions to facilities and personnel. There
can be no assurance that the Company would be able to obtain the necessary
regulatory approvals on a timely basis or at all, and delays in receipt or
failure to receive such approvals or loss of previously received approvals would
have a material adverse effect on the Company. There can be no assurance that
the Company will be able to enter into agreements with third parties with
respect to the manufacture of any products or develop its own manufacturing
capability at an acceptable cost.
9.
<PAGE>
The Company's dependence upon third parties for the manufacture of its
products may adversely affect the Company's profit margins and its ability to
develop and deliver such products on a timely basis. Moreover, there can be no
assurance that such third parties will perform adequately, and any failures by
third parties may delay the submission of products for regulatory approval,
impair the Company's ability to deliver products on a timely basis, or otherwise
impair the Company's competitive position and any such failure could have a
material adverse effect on the Company.
If the Company does not enter into additional licensing or distribution
arrangements with respect to its products other than those related to its
microjet technology for corneal refractive surgery, it will undertake the
marketing and sale of its own products. In such event, the Company intends to
market and sell its products in the United States and certain foreign countries,
if and when regulatory approval is obtained, through a direct sales force or a
combination of a direct sales force and distributors. The Company currently has
no marketing organization and has never sold a product. Establishing sufficient
marketing and sales capability will require significant resources. There can be
no assurance that the Company will be able to recruit and retain skilled sales
management, direct salespersons or distributors, or that the Company's marketing
or sales efforts will be successful. To the extent that the Company enters into
distribution arrangements for the sale of its products, the Company will be
dependent on the efforts of third parties. There can be no assurance that such
efforts will be successful.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
On April 21, 1998, the Company was served with a complaint by the New
Jersey Institute of Technology ("NJIT") commencing a lawsuit in the United
States District Court for the District of New Jersey ("U.S. District Court").
Each of the Company, Dr. Eugene Gordon, the Company's Chairman and Chief
Executive Officer, a former employee of the Company, certain patent law firms
and an individual lawyer were named as defendants. The complaint alleges that
the defendants, with deceptive intent, failed to name an NJIT professor and/or
NJIT research associate as a co-inventor on the Company's U.S. Patent No.
5,556,406 on the "Lamellar Surgical Device and Procedure" and breached fiduciary
duties and contractual obligations owed to NJIT. The complaint seeks monetary
damages from the Company and an order directing that the Company's patent (and
corresponding foreign patents and patent applications) on the Lamellar Surgical
Device and Procedure be assigned and transferred to NJIT. It further seeks an
order that NJIT has not infringed any claim of such patent and a declaratory
judgment that all of the Company's claims under such patent are invalid and
unenforceable against NJIT.
NJIT's patent application relating to a refractive corrective procedure
based on the use of an isotonic waterjet had previously been denied by the
Patent and Trademark Office as inoperable. The ruling was not contested by NJIT
and it did not pursue a U.S. patent. The three inventors of the subject of such
denied patent application, one of which was Dr. Gordon, had assigned such patent
application to NJIT as part of a dispute settlement in which NJIT agreed to
grant an exclusive license to the Company of the patent rights under such patent
application. That license was terminated by the Company. NJIT then claimed,
without being specific, that the Company's patent emanated from the earlier
invention. Prior to being served with the complaint by NJIT, the Company and Dr.
Gordon had filed a complaint on March 27, 1998 against NJIT in the Superior
Court of the State of New Jersey, Middlesex County, seeking a declaratory
judgment that NJIT has no ownership or other interest in the patent rights to
the Company's Lamellar Surgical Device and Procedure and certain monetary
damages. NJIT has moved to have the Company's lawsuit remanded to the U.S.
District
10.
<PAGE>
Court and included in its lawsuit. The Company has moved to have the NJIT
lawsuit dismissed on the basis that NJIT has not been harmed by the Company's
patent and therefore it cannot challenge its validity. As a result, the Company
believes that the lawsuit brought in U.S. Court by NJIT should be dismissed.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
(a) In connection with a private placement of its Preferred Stock, in July
1998 the Company announced its agreement to extend the exercise period of its
outstanding Class A Redeemable Common Stock Purchase Warrants for an additional
12-month period. As a result, the Warrants will expire on November 6, 1999,
unless exercised prior to that time.
(b) Not applicable.
(c) See the discussion under "Recent Private Placement" in Note B of Notes
to the Condensed Interim Financial statements, which information is incorporated
herein by reference, with respect to the Company's private placement of
Preferred Stock during the period covered by this report. The Preferred Stock
was offered strictly to "accredited" investors within the meaning of the federal
securities laws in reliance upon the exemption afforded by Section 4(2) of the
Securities Act of 1933 and the rules thereunder. In connection with the private
placement, the Company paid sales commissions of approximately $20,000 and
issued four-year warrants to purchase 18,272 shares of Common Stock at a price
equal to 110% of the approximate market price at the time of the issuance.
(d) The Company's Offering was consummated in August 1996. Since that time,
through June 30, 1998, the Company has applied substantially all of the net
proceeds of the Offering (in the aggregate approximate amount of $5,600,000) as
follows: $362,000 for the purchase and installation of machinery and equipment;
$715,000 for the repayment of indebtedness; $1,229,000 for working capital;
$56,000 for patent and trademark filings; $3,145,000 for research and
development and human clinical trials (which includes compensation expense
attributable to employees performing solely research and development functions
in the amount of $1,089,000); and $93,000 for temporary investments, which is
intended for research and development and human clinical trials. Pending such
use, the net proceeds have been invested in short-term money market instruments.
Other than repayment of indebtedness in the aggregate amount of $415,000, none
of such payments were made to directors, officers, general partners of the
Company or their associates, to persons owning 10% or more of any class of
equity securities of the Company, or to affiliates of the Company.
Item 3. Defaults Upon Senior Securities
-------------------------------
None
11.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Results of Annual Meeting
- -------------------------
The Company held its annual meeting of stockholders on June 22, 1998, at
which five directors of the Company were elected to serve until the next annual
stockholders meeting. The results of the balloting were as follows:
<TABLE>
<CAPTION>
Director Votes FOR Votes WITHHELD
-------- --------- --------------
<S> <C> <C>
Eugene I. Gordon, Ph.D 2,104,313 3,860
Sanford J. Hillsberg 2,104,513 3,660
Edward E. David, Jr., Sc.D. 2,104,213 3,960
Malcolm R. Kahn 2,104,513 3,660
Steve M. Peetzman 2,104,513 3,660
</TABLE>
Submission of Stockholder Proposals and Discretionary Voting Authority.
- ----------------------------------------------------------------------
Proposals which are intended to be presented by stockholders of the Company
and included in the proxy statement relating to the Company's 1999 Annual
Meeting of Stockholders must be received by the Company no later than February
9, 1999. Additionally, proxies solicited by management of the Company in
connection with the Company's 1999 Annual Meeting of Stockholders may confer
upon management of the Company discretionary authority to vote on any matter
sought to be transacted at such meeting if the Company is not notified of such
matter prior to April 19, 1999.
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
12.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 13, 1998 MEDJET INC.
/S/ EUGENE I. GORDON
-----------------------------------------
Eugene I. Gordon
Chairman of the Board and Chief Executive
Officer
/S/ TERENCE A. WALTS
-------------------------------------
Terence A. Walts
President and Chief Operating Officer
/S/ THOMAS M. HANDSCHIEGEL
----------------------------------------
Thomas M. Handschiegel
Chief Financial Officer and
Chief Accounting Officer
13.
<PAGE>
MEDJET INC.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
14.
<PAGE>
MEDJET INC.
EXHIBIT 11
COMPUTATION OF NET INCOME (LOSS) PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
6/30/98 6/30/97 6/30/98 6/30/97
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
NET INCOME (LOSS) PER SHARE
Income (Loss) from Operations
applicable to Common Stock $ (704,812) $ 157,033 $(1,419,907) $ (247,532)
Weighted Average Common and Equivalent
Shares Outstanding 3,830,852 3,648,666 3,753,854 3,648,666
---------- ---------- ----------- ----------
Net Income (Loss) Per Share $ (0.18) $ 0.04 $ (0.38) $ (0.07)
========== ========== =========== ==========
NET INCOME (LOSS) PER SHARE - ASSUMING DILUTION
(See "NOTE")
Income (Loss) from Operations $ (704,812) $ 157,033 $(1,419,907) $ (247,532)
========== ========== =========== ==========
Weighted Average Common and Equivalent
Shares Outstanding 3,830,852 3,648,666 3,753,854 3,648,666
(A) Assuming Exercise of Stock Options 37,917 58,760 44,765 54,582
(B) Assuming Exercise of Warrants 49,251 60,724 50,755 58,610
---------- ---------- ----------- ----------
Weighted Average Common and Equivalent
Shares Outstanding - As Adjusted 3,918,020 3,768,150 3,849,374 3,761,858
========== ========== =========== ==========
Net Income (Loss) Per Share - Assuming Dilution $ (0.18) $ 0.04 $ (0.37) $ (0.07)
========== ========== =========== ==========
</TABLE>
<PAGE>
MEDJET INC.
EXHIBIT 11
Computation of Net Income (Loss) Per Common Share, continued
NOTE:
The calculation for Net Income (Loss) Per Common Share - Assuming Dilution is
submitted in accordance with Securities Exchange Act of 1934 Release No. 9083
although not required by Financial Accounting Standards Board No. 128 "Earnings
Per Share" ("FASB 128") since the results are anti-dilutive.
(A) - For 1998, the dilutive options (i.e., the average market price is greater
than the exercise price), assume that options are exercised and proceeds
realized as indicated below. Next, using the treasury stock method with the
average market price per share during each period and the total shares assumed
to be reacquired as of the beginning of each period, the additional shares
included as outstanding are indicated below.
<TABLE>
<CAPTION>
Period Ended June 30, 1998
Three Months Six Months
------------- ----------
<S> <C> <C>
Options assumed exercised 257,050 257,050
Proceeds assumed realized $1,494,488 $1,494,488
Shares assumed reaquired:
- During three months
($1,494,488/$6.82) 219,133
- During six months
($1,494,488/$7.04) 212,285
Net additional shares assumed outstanding 39,917 44,765
</TABLE>
For 1997, the dilutive options (i.e., the average market price is greater than
the exercise price), assume that options for 234,663 shares are exercised and
proceeds realized as indicated below. Next, using the treasury stock method
with the average market price per share during each period and the total shares
assumed to be reacquired as of the beginning of each period, the additional
shares included as outstanding are indicated below.
<TABLE>
<CAPTION>
Period Ended June 30, 1997
Three Months Six Months
------------- ----------
<S> <C> <C>
Options assumed 140,020 140,020
Proceeds assumed realized $698,027 $698,027
Shares assumed reaquired:
- During three months 81,260
($698,027/$8.59)
- During six months 85,438
($698,027//$8.17)
Net additional shares assumed outstanding 58,760 54,582
</TABLE>
<PAGE>
(B) - For 1998, for the "dilutive" warrants (i.e., those with respect to which
the average market price is greater than the exercise price), assume that
warrants are exercised and proceeds realized as indicated below. Next, using
the treasury stock method with the average market price per share during each
period and the total shares assumed to be reacquired as of the beginning of each
period, the additional shares included as outstanding are indicated below.
<TABLE>
<CAPTION>
Period Ended June 30, 1998
Three Months Six Months
------------- ----------
<S> <C> <C>
Warrants assumed exercised 97,389 97,389
Proceeds assumed realized $328,300 $328,300
Shares assumed reaquired:
- During three months ($328,300/$6.82) 48,138
- During six months ($328,300/$7.04) 46,634
Net additional shares assumed outstanding 49,251 50,755
</TABLE>
For 1997, for dilutive warrants assume that warrants are exercised and proceeds
realized as indicated below. Next, using the treasury stock method with the
treasury stock method with the average market price per share during each period
and the total shares assumed to be reacquired as of the beginning of each
period, the additional shares included as outstanding are indicated below.
<TABLE>
<CAPTION>
Period Ended June 30, 1997
Three Months Six Months
------------- ----------
<S> <C> <C>
Warrants assumed exercised 101,853 101,853
Proceeds assumed realized $353,298 $353,298
Shares assumed reaquired:
- During three months ($353,298/$8.59) 81,260
- During six months ($353,298/$8.17) 85,438
Net additional shares assumed outstanding 58,760 54,582
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1998 (UNAUDITED) AND JUNE 30, 1997 (UNAUDITED) FINANCIAL STATEMENTS OF MEDJET
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> APR-01-1998 APR-01-1997
<PERIOD-END> JUN-30-1998 JUN-30-1997<F1>
<CASH> 1,239,447 2,838,269
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 1,268,280 2,872,766
<PP&E> 310,161 331,146
<DEPRECIATION> 222,538 137,661
<TOTAL-ASSETS> 1,694,755 4,101,971
<CURRENT-LIABILITIES> 380,829 160,084
<BONDS> 0 0
1,100 0
0 0
<COMMON> 3,720 3,682
<OTHER-SE> 1,309,106 3,938,205
<TOTAL-LIABILITY-AND-EQUITY> 1,694,755 4,101,971
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,449,025 1,280,219
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 183 5,794
<INCOME-PRETAX> (1,419,907) (1,194,319)
<INCOME-TAX> 0 (946,787)
<INCOME-CONTINUING> (715,095) (247,532)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,419,907) (247,532)
<EPS-PRIMARY> (.38) (.07)
<EPS-DILUTED> (.37) (.07)
<FN>
<F1>RESTATED
</FN>
</TABLE>
