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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A No. 1
(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, 1998
[ ] 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)
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<CAPTION>
<S> <C>
Delaware 22-3283541
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
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1090 King Georges Post Road,
Suite 301 Edison, New Jersey 08837
(Address of principal executive offices)
Registrant'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) 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. [X] Yes [_] No
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B 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/A [X].
Issuer's revenues for the fiscal year ended December 31, 1998 were $500,000.
The aggregate market value of the voting stock held by non-affiliates of the
Issuer as of March 31, 1999 was approximately $2,001,084.
As of March 31, 1999, 3,881,158 shares of the Issuer's Common Stock, par value
$0.001 per share, were outstanding.
___________________________________________________________________________
Transitional Small Business Disclosure Format (check one): Yes_______ No X .
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The Company hereby amends Items 9, 10, 11 and 12 of its Annual Report on
Form 10-KSB 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 26, 1999 with
respect to each person who is a director or executive officer of the Company:
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Name Age Position
---- --- --------
<S> <C> <C>
Eugene I. Gordon, Ph.D 68 Chairman of the Board
and Chief Executive Officer
Thomas M. Handschiegel 52 Vice President-Finance and Human Resources and Secretary
Edward E. David, Jr., Sc.D. 74 Director
Sanford J. Hillsberg 50 Director
Malcolm R. Kahn 52 Director
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Eugene I. Gordon, Ph.D., is the founder and Chief Executive Officer 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. 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. From 1990 to 1995, Dr. Gordon 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
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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 a Senior Vice President and Division Financial
Officer - Industry Services Group for Cowen & Company. From 1989 to 1993, Mr.
Handschiegel served as Vice President, Comptroller and Chief Accounting Officer
for Discount Corporation of New York. Mr. Handschiegel is a Certified Public
Accountant.
Edward E. David, Jr., Sc.D., has been a Director of the Company since June 1998.
Dr. David is President of his own business consulting company, Edward E. David,
Inc., and Principal and Vice President of The Washington Advisory Group, LLC, a
consulting and advisory service for industry, academia, and governments. Dr.
David has been a business consultant specializing in research, technology and
innovation management and development since 1986. From 1977 to 1986, Dr. David
served as President of Exxon Research and Engineering, where he directed
research, development, engineering and technical services activities. From 1970
to 1973, Dr. David served as the Science Advisor to the President of the United
States and as the Director of the White House Office of Science and Technology.
Dr. David currently serves on the boards of Aquasearch, Inc., Intermagnetics
General Corporation, InterVU, Inc., Protein Polymer Technologies Inc. and
Spacehab, Inc., each a publicly-traded company.
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.
Malcolm R. Kahn, has been a Director of the Company since June 1998. Mr. Kahn
is President and Chief Executive Officer of New Logic International Inc., a
privately-held water purification and filtration equipment manufacturer. Prior
to that, Mr. Kahn was a management consultant focused on high-tech company
fundraising. From 1989 to 1998, Mr. Kahn was President and Chief Executive
Officer of Membrex, Inc., a biotechnology and environmental membrane separations
company. Prior to 1989, Mr. Kahn was Managing Director and Chief Executive
Officer of Kratos Group PLC, an analytical instrument company focused on liquid
chromatography, mass spectrometry and surface analysis systems.
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
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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, 1998.
ITEM 10. EXECUTIVE COMPENSATION.
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 Chairman of
the Board and Chief Executive Officer (the "Named Executive Officer"), with
respect to the years ended December 31, 1998, 1997 and 1996. There were no
other executive officers of the Company whose cash and cash equivalent
compensation exceeded $100,000 during the last fiscal year.
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Summary Compensation Table
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Annual Compensation Long-Term Compensation
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Other Annual Securities Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (#) Compensation ($)
- -------------------------------- ---- --------- -------- --------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Eugene I. Gordon................
Chairman of the Board and 1998 $155,500 $ - $ - 42,500 $1,722 (1)
Chief Executive Officer 1997 169,900 25,000 - - 2,394 (1)
1996 122,617 - - - 1,200 (1)
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(1) Consists of payment of annual life insurance premiums.
Stock Option Grants
The following table sets forth information concerning the grant of stock options
during 1998 to the Named Executive Officer.
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Option Grants in Last Fiscal Year (Individual Grants)
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Percentage of Total Options
Number of Securities Granted to Employees in Fiscal Exercise Price
Underlying Options Fiscal Year Per Share Expiration Date
- ------------------ ----------- --------- ---------------
<S> <C> <C> <C>
42,500 16.0% $1.00 December 3, 2008
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In conjunction with a voluntary reduction in his base compensation,
beginning November 1998, the Named Executive Officer was issued a total of
42,500 options to purchase the common stock of the Company. These options
vest 16.66% for each month such base compensation is reduced, with all
options vesting by April 30, 1999.
Year-End Value Table
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The following table sets forth information regarding the number and year-end
value of unexercised options held at December 31, 1998 by the Named Executive
Officer. No stock options were exercised by the Named Executive Officer during
fiscal 1998.
1998 Option Values
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Number of Securities Value of Unexercised
Underlying Unexercised "In-the-Money" (1)
Options at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
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14,167/28,333 $425/$850
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(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 $1.03 per share, the fair market value of the
Common Stock issuable upon exercise of options at December 31, 1998, and the
$1.00 per share exercise price of the option, multiplied by the applicable
number of option shares.
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 10,000 shares of the Company's common stock, par value $.001
per share (the "Common Stock"), with an exercise price equal to $5.00 per share,
are granted to such director pursuant to the Company'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.
The options vest ratably to the extent of 50% of the shares of Common Stock
covered thereby upon the earlier of each of the first and second anniversary of
the date of grant or the day immediately preceding each successive annual
meeting of stockholders subsequent to the date of grant, provided, that such
director has served as a director of the Company through such date. Outside
directors are also reimbursed for out-of-pocket expenses incurred in connection
with attendance of meetings of the Board of Directors. In 1998, Dr. David and
Messrs. Hillsberg and Kahn each received options to purchase 10,000 shares of
Common Stock with an exercise price equal to $5.00 per share.
Employment Agreements
In 1996, the Company and its Chairman and Chief Executive Officer entered into
an employment agreement which expired on March 15, 1999. The agreement, which
was amended effective as of January 1, 1997, provided for a base compensation of
$160,000 per year, 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 his participation) in its sole
discretion. The Board of Directors (without his participation) could also
increase such base compensation in its sole discretion. In conjunction with a
voluntary reduction
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in his base compensation, beginning November 1998, to $85,000 per year, the
Chairman and Chief Executive Officer was issued a total of 42,500 options to
purchase the common stock of the Company. Vesting of these options is contingent
on the number of months such base compensation is reduced.
The expired agreement could be terminated for cause and contained proprietary
information, invention and non-competition provisions which prohibited
disclosure of any of the Company's proprietary information and precluded
competition with the Company for two years after termination of employment.
Although a new agreement has not been finalized as of March 31, 1999, it is
anticipated that its terms will include these or similar provisions.
The Company has procured life insurance in the amount of $1 million to
compensate it for the loss, through death or disability, of the Company's
Chairman and Chief Executive Officer.
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 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
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exercisable after the expiration of five years after the date such option is
granted. As of April 13, 1999, non-statutory stock options to purchase a total
of 308,050 shares of Common Stock have been granted and are outstanding and ISOs
to purchase a total of 72,500 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 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 Board of Directors, 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 Board of Directors, 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 26, 1999, 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 Officer 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.
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Amount and Nature of Percentage
of Beneficial Of
Name and Address of Beneficial Owner Ownership (1) Class
- ----------------------------------- -------------------- --------
<S> <C> <C>
Eugene I. Gordon (2)................... 1,639,287 (3) 41.8
Edward E. David, Jr. (2)............... 5,000 (4) *
Sanford J. Hillsberg (5)............... 62,515 (5) 1.6
Malcolm R. Kahn (2).................... 5,000 (4) *
All executive officers and directors
as a group (5 persons).................... 1,730,677 (6) 43.5
</TABLE>
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* 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
Securities and Exchange Commission (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 26, 1999 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.
(2) Each such person's business address is 1090 King Georges Post Road, Suite
301, Edison, New Jersey 08837.
(3) Includes 42,500 shares subject to exercisable options.
(4) Consists of shares subject to exercisable options.
(5) Such person's business address is 1801 Century Park East, Suite 1600, Los
Angeles, California 90067. Includes 14,000 shares subject to exercisable
options and 5,963 shares subject to exercisable warrants. 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.
(6) Includes 83,375 shares subject to exercisable options and 12,963 shares
subject to exercisable warrants.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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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 Edison, State of New Jersey, on the 27th day of April 1999.
MEDJET INC.
By: /s/ Eugene I. Gordon
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Chairman of the Board and
Chief Executive Officer
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