<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-KSB/A NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
|_| 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 IN ITS CHARTER)
DELAWARE 98-0160214
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1090 KING GEORGES POST ROAD, SUITE 301
EDISON, NEW JERSEY 08837
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (732) 738-3990
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
UNITS, EACH CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE CLASS A WARRANT
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS A WARRANTS
CHECK WHETHER THE ISSUER: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PRECEDING 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. [X] YES [ ]
NO
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-B NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB [X].
ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 WERE $0.0.
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE ISSUER AS OF APRIL 27, 1998 WAS APPROXIMATELY $13,844,500.
AS OF APRIL 27, 1998, 3,686,280 SHARES OF THE ISSUER'S COMMON STOCK, PAR
VALUE $0.001 PER SHARE, WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE. NONE.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES ___ NO __X__.
================================================================================
<PAGE>
The information required by Part III (Items 9, 10, 11 and 12) of the
undersigned Company's Annual Report on Form 10-KSB for the year ended December
31, 1997 (the "Annual Report"), filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), was to be
incorporated by reference to the definitive Proxy Statement for the 1998 Annual
Meeting of Stockholders of the Company, which Proxy Statement was to be filed
pursuant to Regulation 14A under the Exchange Act within 120 days following the
end of the Company's fiscal year as permitted under General Instruction E of
Form 10-KSB ("Instruction E"). However, the definitive Proxy Statement will not
be filed within such period. Accordingly, pursuant to Instruction E, the Company
hereby amends Items 9, 10, 11 and 12 of the Annual Report as follows:
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth certain information as of April 29, 1998
with respect to each person who is a director or executive officer of the
Company:
NAME AGE POSITION
----- ---- --------
Eugene I. Gordon, Ph.D 67 President-Technology Development and
Chairman of the Board
Thomas M. Handschiegel 51 Vice President-Finance and Human
Resources and Secretary
James R. Adwers 54 Director
James J. Bialek 49 Director
Robert G. Donovan 59 Director
Sanford J. Hillsberg 49 Director
DR. EUGENE I. GORDON, is the founder and President-Technology
Development of the Company and has been a Director and Chairman of the Board
since the Company's inception in December 1993. He is an inventor of the
Company's hydro-epithelial keratoplasty ("HEK"), hydro-therapeutic keratoplasty
("HTK") and hydro-refractive keratoplasty ("HRK") technology. From 1987 to 1988,
Dr. Gordon served as a Senior Vice President and Director of Research
Laboratories for Hughes Aircraft Co. of Malibu, California. Dr. Gordon has
served as an adjunct professor in the department of Ophthalmology at the
University of Medicine and Dentistry of New Jersey since 1994. Dr. Gordon form
1990 to 1995 was a professor in the Department of Electrical and Computer
Engineering at the New Jersey Institute of Technology. Prior to 1990, Dr. Gordon
was Laboratory Director for AT&T Bell Laboratories and the founder of Lytel
Incorporated, a manufacturer of lasers and optical transmission subsystems which
is a wholly-owned subsidiary of AMP Incorporated. Dr. Gordon has done extensive
research on laser and opto-electronic systems, is a named inventor under
approximately 70 United States patents and has published widely on those
subjects. He is an elected member of the National Academy of Engineering and has
been awarded the Edison Medal of the Institute of Electrical and Electronic
Engineers, among a number of other prestigious awards.
THOMAS M. HANDSCHIEGEL, has been an executive officer of the Company
since March 1996. From November 1995 to March 1996, Mr. Handschiegel served as
Senior Managing Director of Gruntal & Co. Incorporated. From 1994 to November
1995, Mr. Handschiegel was self-employed as an independent financial consultant.
From 1993 to 1994, he served as Senior Vice President and Division Financial
Officer, Industry Services Group for Cowen & Company. From 1989 to 1993, Mr.
<PAGE>
Handschiegel served as Vice President, Comptroller and Chief Accounting Officer
for Discount Corporation of New York. Mr. Handschiegel is a Certified Public
Accountant.
JAMES R. ADWERS, has been a Director of the Company since October 1997.
Mr. Adwers is Vice President - Medical Affairs at C.R. Bard, Inc. where he has
served in various capacities since 1995. From 1992 to 1995, Mr. Adwers was
Corporate Medical Director, Acute Care, in the Surgical Products Division of
Becton Dickinson and Company. Prior to 1992, Mr. Adwers was with Technomed
International, Inc.
JAMES J. BIALEK, has been a Director of the Company since May 1997.
Mr. Bialek is Director of Development and Planning at Becton Dickinson and
Company, where he has served in various capacities since 1973.
ROBERT G. DONOVAN, has been a Director of the Company since April 1997.
Mr. Donovan is a business consultant specializing in healthcare and consumer
products and served as the Company's interim PresidentCommercial Operations from
December 1997 to February 1998. From 1985 to 1995, Mr. Donovan served in various
capacities at Sandoz Pharmaceutical Corporation, most recently as Senior Vice
President and head of consumer pharmaceuticals.
SANFORD J. HILLSBERG, has been a Director of the Company since August
1996. Mr. Hillsberg has been engaged in the private practice of corporate law
since 1973 and is currently the managing partner of Troy & Gould Professional
Corporation in Los Angeles, California. From 1983 to 1993, he served as a
director and Vice President of Medco Research Inc., a publicly-traded
pharmaceutical research and development company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
certain officers and persons holding more than 10% of a registered class of the
Company's equity securities to file reports of ownership and reports of changes
in ownership with the Securities and Exchange Commission (the "Commission").
Directors, certain officers and greater than 10% stockholders are also required
by Commission regulations to furnish the Company with copies of all such reports
that they file. Based on its review of copies of such forms provided to the
Company, the Company believes that all filing requirements were complied with on
a timely basis during the year ended December 31, 1997.
ITEM 10. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company receive no
additional compensation for service as a member of the Board of Directors or any
committees thereof. Upon the election of an outside director to the Board of
Directors, options to purchase 5,000 shares of Common Stock are granted to such
director pursuant to Medjet Inc.'s 1994 Stock Option Plan, as amended and
restated (the "Stock Option Plan"). The number of shares subject to the options
is pro-rated if the outside director is elected to the Board of Directors at a
time other than the annual meeting of the Company's stockholders. Immediately
after each annual meeting of the Company's stockholders, each outside director
serving on the Board of Directors is entitled to receive options pursuant to the
Stock Option Plan to purchase 5,000 shares of the Company's Common Stock, par
value $.001 per share (the "Common Stock"). The exercise price of all options is
granted to directors equal to the fair market value per share of the Common
Stock on such date of grant. The options vest, PROVIDED, that such director has
served through such date, upon the earlier of one year from the date of grant or
the day immediately preceding the subsequent annual meeting of the Company's
stockholders. Outside directors are also reimbursed for out-of-pocket expenses
incurred in connection with attendance of meetings of the Board. In 1997,
Messrs. Adwers, Bialek, Donovan and Hillsberg received options to purchase
3,000, 5,500, 6,000 and 5,000 shares of Common Stock, respectively. The exercise
price of such options ranged from $7.63 to $8.47 per share.
-2-
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for
services in all capacities awarded to, earned by or paid to, the Company's
President - Technology Development, with respect to the years ended December 31,
1997 and 1996 and the only other executive officer of the Company whose cash and
cash equivalent compensation exceeded $100,000 during the last fiscal year
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(S) COMPENSATION($) COMPENSATION ($)
- --------------------------- ---- ------ -------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Eugene I. Gordon 1997 $169,900 $25,000 $ (1) $2,394(2)
President-Technology 1996 122,617 -- (1) 1,200(2)
Development and Chairman
of the Board
Thomas M. Handschiegel 1997 $101,100 -- $ (1) $ 412(2)
Vice President-Finance 1996 76,408 -- (1) 97(2)
and Human Resources
and Secretary
</TABLE>
- -----------------------------------
(1) Consists of perquisites in an amount less than the applicable reporting
threshold. (2) Consists of payment of annual life insurance premiums.
STOCK OPTION GRANTS
No options to purchase Common Stock were granted by the Company to the
Named Executive Officers during 1997.
YEAR-END VALUE TABLE
The following table sets forth information regarding the number and
year-end value of unexercised options held at December 31, 1997 by each of the
Named Executive Officers. No stock options were exercised by the Named Executive
Officers during fiscal 1997.
<TABLE>
<CAPTION>
1997 OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED "IN-THE-MONEY" (1)
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#) YEAR-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
Eugene I. Gordon.......................... 0/0 $--/$--
Thomas M. Handschiegel.................... 3,333/6,667 5,083/10,167
</TABLE>
- ------------
(1) Options are "in-the-money" if the fair market value of the underlying
securities exceeds the exercise price of the options. The amounts set forth
represent the difference between $7.125 per share, the fair market value of
the Common Stock issuable upon exercise of options at December 31, 1997,
and the exercise price of the option, multiplied by the applicable number
of options.
-3-
<PAGE>
EMPLOYMENT AGREEMENTS
Effective as of March 15, 1996, the Company entered into an employment
agreement with Eugene I. Gordon as President, for an initial term of three
years. The agreement, which was amended effective as of January 1, 1997,
provides for base compensation of $169,600 per year, including certain
automobile allowances, bonuses aggregating a maximum of $75,000 for 1997 based
upon the attainment of certain goals and other additional compensation as may be
determined by the Board of Directors (without the participation of Dr. Gordon)
in its sole discretion. The Board of Directors (without the participation of Dr.
Gordon) may also increase such base compensation in its sole discretion. The
agreement may be terminated for cause and contains proprietary information,
invention and non-competition provisions which prohibit disclosure of any of the
Company's proprietary information and preclude Dr. Gordon's competition with the
Company for a period of two years after the termination of his employment with
the Company. The Company has procured life insurance in the amount of $1 million
to compensate it for the loss, through death or disability, of Dr. Gordon.
Effective as of March 18, 1996, the Company entered into an employment
agreement with Thomas M. Handschiegel as Vice President-Finance and Human
Resources and Secretary, for an indefinite term. The agreement, which was
amended effective January 1, 1997, provides for base compensation of $101,100
per year. The agreement may be terminated by either party at any time upon two
weeks' prior notice and contains proprietary information, invention and
non-competition provisions which prohibit disclosure of any of the Company's
proprietary information and preclude Mr. Handschiegel's competition with the
Company for a period of two years after termination of his employment with the
Company.
1994 STOCK OPTION PLAN
In 1994, the Board of Directors adopted and the Company's stockholders
approved the Stock Option Plan. The Stock Option Plan was subsequently amended
and restated in 1997.
PARTICIPATION. Under the Stock Option Plan, options to purchase shares of
Common Stock of the Company may be granted only to employees (including
officers) and directors of the Company or individuals who are rendering services
to the Company as consultants, advisors or other independent contractors.
SHARES AVAILABLE FOR AWARDS. The total number of shares of Common Stock
(either authorized and unissued shares or treasury shares) for which options may
be granted pursuant to the Stock Option Plan is 449,688, subject to adjustment
for stock splits, stock dividends, recapitalizations and similar events. In the
event that any outstanding option for any reason expires or is terminated or
canceled and/or shares of Common Stock subject to repurchase are repurchased by
the Company, the shares allocable to the unexercised portion of such option or
repurchased shares, may again be subject to an option grant.
AWARDS. The Stock Option Plan authorizes grants of incentive stock options
("ISOs"), as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and non-statutory (nonqualified) stock options. Under the
Stock Option Plan, all options must be granted, if at all, within 10 years from
the date the Stock Option Plan was adopted by the Board of Directors of the
Company. The Stock Option Committee of the Board of Directors, which administers
the Stock Option Plan, shall set, including by amendment of an option, the time
or times within which each option shall be exercisable or the event or events
upon the occurrence of which all or a portion of each option shall be
exercisable and the term of each option; provided, however, that (i) no option
shall be exercisable after the expiration of 10 years after the date such option
is granted and (ii) no ISO granted to an optionee who at the time the option is
granted owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company within the meaning of Section 422(b)(6)
of the Code (a "Ten Percent Owner Optionee") shall be exercisable after the
expiration of five years after the date such option is granted. As of the date
here, non-statutory stock options to purchase a total of 44,550 shares of Common
Stock have been granted and are outstanding and ISOs to purchase a total of
24,475 shares of Common Stock have been granted and are outstanding. Pursuant to
agreements made between the Company and the underwriter of the Company's initial
-4-
<PAGE>
public offering, the Company has agreed not to issue options to purchase more
than 225,000 shares of Common Stock during a two year period expiring August 6,
1998 without such underwriter's prior written consent. The Company has further
agreed that during such period it would not issue options to purchase more than
50,000 shares of Common Stock having an exercise price less than the fair market
value of the Common Stock on the date of grant. Additionally, the Company also
agreed that any options granted during such period would vest no earlier than
one year from the date of grant. The Stock Option Plan provides that (i) the
exercise price per share for an ISO shall not be less than the fair market
value, as determined by the Stock Option Committee, of a share of Common Stock
on the date of the grant; and (ii) no ISO granted to a Ten Percent Owner
Optionee shall have an exercise price per share less than 110% of the fair
market value, as determined by the Stock Option Committee, of a share of Common
Stock on the date of the grant. Notwithstanding the foregoing, an option may be
granted with an exercise price lower than the minimum exercise price set forth
above if such option is granted pursuant to an assumption or substitution for
another option in a manner qualifying within the provisions of Section 424(a) of
the Code.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock, as of April 29, 1998, by (i) each person known to
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) the Named Executive Officers and
(iv) all executive officers and directors of the Company, as a group. All
information with respect to beneficial ownership has been furnished to the
Company by the respective stockholders of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
- ------------------------------------ ----------------- --------
<S> <C> <C>
Eugene I. Gordon(2)...................................... 1,591,687 43.3
Thomas M. Handschiegel(2)(3)............................. 6,375 *
James R. Adwers(4)....................................... 3,000 *
James J. Bialek(5)....................................... 7,500 *
Robert G. Donovan(6)..................................... 12,000 *
Sanford J. Hillsberg(7).................................. 55,527 1.5
All executive officers and directors
As a group (6 persons)............................... 1,676,089 45.0
</TABLE>
- ---------------------
* Represents beneficial ownership of less than 1% of the outstanding shares of
Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of Common Stock
subject to options and warrants held by that person that are currently
exercisable or exercisable within 60 days of April 29, 1998 are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person. Except
as indicated in the footnotes to this table, the beneficial owner named in
the table has sole voting and investment power with respect to the shares
set forth opposite such beneficial owner's name.
-5-
<PAGE>
(2) Each such person's business address is 1090 King Georges Post Road,
Suite 301, Edison, New Jersey 08837.
(3) Includes 4,375 shares subject to exercisable options.
(4) Such person's business address is 730 Central Avenue, Murray Hill,
New Jersey 07974. Consists of shares subject to exercisable options.
(5) Such person's business address is One Becton Drive, Franklin Lakes, New
Jersey 07417-1880. Includes 5,500 shares subject to exercisable
options.
(6) Such person's business address is Suite 300, 4 Landmark Square,
Stamford, Connecticut 06901. Includes 2,000 share subject to
exercisable warrants and 6,000 shares subject to exercisable options.
(7) Such person's business address is 1801 Century Park East, Suite 1600,
Los Angeles, California 90067. Includes 9,000 shares subject to
exercisable options. Also includes 7,000 shares of Common Stock and
exercisable warrants to purchase 7,000 shares of Common Stock owned by
such person's spouse, as to which such person disclaims beneficial
ownership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In each of May and June 1996, Eugene I. Gordon, President - Technology
Development and Chairman of the Board, made unsecured loans to the Company in
the principal amounts of $100,000 and $65,000, respectively. The loans, on which
interest accrued at the per annum rates of 7% and 9%, respectively, were repaid
by the Company in full in May and June 1997, respectively.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 29th day of April 1998.
MEDJET INC.
By: /S/ EUGENE I. GORDON
------------------------------------
President - Technology Development
and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on the 29th day of April 1998.
SIGNATURE TITLE(S)
/S/ EUGENE I. GORDON
- ------------------------------------------- President - Technology
Eugene I. Gordon Development and Chairman of the
Board
/S/ THOMAS M. HANDSCHIEGEL
- -------------------------------------------- Vice President - Finance and
Thomas M. Handschiegel Human Resources and Secretary
/S/ JAMES R. ADWERS
- -------------------------------------------- Director
James R. Adwers
- --------------------------------------------- Director
James J. Bialek
- --------------------------------------------- Director
Robert G. Donovan
/S/ SANFORD J. HILLSBERG
- ---------------------------------------------- Director
Sanford J. Hillsberg
-7-
