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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
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MEDJET INC
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
MEDJET INC.
1090 King Georges Post Road
Suite 301
Edison, New Jersey 08837
_______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 16, 1999
_______________________
To the Stockholders of Medjet Inc.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of the stockholders of
Medjet Inc., a Delaware corporation (the "Company"), will be held on Friday,
July 16, 1999 at Temple Beth-El Mekor Chayim, 338 Walnut Avenue, Cranford, New
Jersey 07016 (telephone 908-276-9231) at 9:30 A.M., local time, for the
following purposes:
1. To elect five directors to hold office until the 2000 Annual
Meeting of Stockholders;
2. To amend the Company's 1994 Stock Option Plan to increase the
number of shares of Common Stock available for issuance
thereunder; and
3. To transact such other business as may properly be presented at
the 1999 Annual Meeting of Stockholders and at any adjournments
or postponements thereof.
The Board of Directors has fixed the close of business on May 21, 1999 as the
record date for the purpose of determining stockholders who are entitled to
notice of and to vote at the 1999 Annual Meeting and any adjournments or
postponements thereof. A list of such stockholders will be available during
regular business hours at the Company's headquarters for the ten days before the
Annual Meeting, for inspection by any stockholder for any purpose germane to the
meeting. To ensure that your shares will be represented at the 1999 Annual
Meeting, please mark and sign the enclosed proxy card and return it in the
enclosed envelope whether or not you plan to attend.
By Order of the Board of Directors,
Thomas M. Handschiegel
Secretary
Edison, New Jersey
June 16, 1999
<PAGE>
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PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 1999 ANNUAL
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF
YOU WISH, EVEN IF YOU PREVIOUSLY RETURNED YOUR PROXY.
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MEDJET INC.
1090 King Georges Post Road
Suite 301
Edison, New Jersey 08837
______________________
PROXY STATEMENT
______________________
This Proxy Statement is being furnished to stockholders of Medjet Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Company's Board of Directors (the "Board") from holders of the
outstanding shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"), for use at the 1999 Annual Meeting of Stockholders of the
Company to be held on July 16, 1999 at Temple Beth-El Mekor Chayim, 338 Walnut
Avenue, Cranford, New Jersey 07016 (telephone 908-276-9231) at 9:30 A.M., local
time, and at any adjournments or postponements thereof (the "Annual Meeting"),
for the purpose of considering and acting upon the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders.
Only holders of record of Common Stock as of the close of business on May 21,
1999 (the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. At the close of business on such date, the Company had 3,881,158
shares of Common Stock issued and outstanding held by approximately 60
stockholders of record. Holders of Common Stock are entitled to one vote on
each matter considered and voted upon at the Annual Meeting for each share of
Common Stock held of record as of the Record Date. Holders of Common Stock may
not cumulate their votes for the election of directors. Shares of Common Stock
represented by a properly executed proxy, if such proxy is received in time and
not revoked, will be voted at the Annual Meeting in accordance with the
instructions indicated in such proxy. If no instructions are indicated, shares
represented by proxy will be voted "FOR" the election, as directors of the
Company, of the five nominees named below to serve until the 2000 Annual Meeting
of Stockholders, "FOR" the amendment to the Company's 1994 Stock Option Plan to
increase the number of shares of Common Stock available for issuance thereunder
and, in the discretion of the proxyholders, as to any other matter which may
properly be presented at the Annual Meeting. The Proxy Statement and the
accompanying proxy card are being mailed to Company stockholders beginning on or
about June 18, 1999.
<PAGE>
Any holder of Common Stock giving a proxy in the form accompanying the Proxy
Statement has the power to revoke the proxy prior to its use. A proxy can be
revoked: (i) by an instrument of revocation delivered prior to the Annual
Meeting to the Secretary of the Company, (ii) by a duly executed proxy bearing a
later date or time than the date or time of the proxy being revoked, or (iii) at
the Annual Meeting if the stockholder is present and elects to vote in person.
Mere attendance at the Annual Meeting will not serve to revoke the proxy. All
written notices of revocation of proxies should be addressed as follows: Medjet
Inc., 1090 King Georges Post Road, Suite 301, Edison, New Jersey 08837,
Attention: Corporate Secretary.
Any holder of Common Stock wishing to name as his or her proxy someone other
than those designated on the enclosed proxy card may do so by crossing out the
names of the two designated proxyholders and inserting the name(s) of the
person(s) he or she wishes to have act as his or her proxy. No more than two
persons should be so designated. In such a case, it will be necessary that the
proxy be delivered by the holder of Common Stock to the person(s) named and that
such person(s) named be present and vote at the Annual Meeting. Proxy cards on
which other proxyholders have been named should not be mailed to the Company.
The presence at the Annual Meeting, either in person or by proxy, of the holders
of a majority of the shares of Common Stock outstanding on the record date is
necessary to constitute a quorum for the transaction of business. Abstentions
will be counted for purposes of determining the presence of a quorum.
Abstentions will have no effect upon the outcome of the election of directors,
but will have the effect of a negative vote for the proposal to amend the 1994
Stock Option Plan. Broker non-votes also will count towards establishing a
quorum. Broker non-votes will have no effect on the outcome of the election of
directors or proposal to amend the 1994 Stock Option Plan.
The Company's principal executive offices are located at 1090 King Georges Post
Road, Suite 301, Edison, New Jersey 08837. The telephone number of the Company
at such office is (732) 738-3990.
PROPOSAL 1 - ELECTION OF DIRECTORS
Unless a stockholder specifies otherwise, each returned proxy card will be voted
for the election to the Board of the five nominees named below. Each of the
nominees has consented to being named as a nominee for director and agreed to
serve if elected. Each nominee, if elected, would serve until his successor is
elected and qualified. If any nominee is unavailable for election at the time
of the Annual Meeting, discretionary authority will be exercised to vote for
substitutes unless the Board chooses to reduce the number of directors. The
Company is not aware of any circumstances that would render any nominee
unavailable. Eugene I. Gordon and Edward E. David, Jr. are the only nominees
currently serving on the Board. The ages of the nominees are given as of April
30, 1999.
<PAGE>
The Board recommends a vote FOR each of the nominees listed below.
. Dr. Eugene I. Gordon, age 68, 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") keratome technology. From 1987 to 1988, Dr.
Gordon served as Senior Vice President and Director of the Research
Laboratories for Hughes Aircraft Co. He joined ATT Bell Laboratories
in 1957 and retired in 1983 as Laboratory Director. 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, and
was a professor in the Department of Electrical and Computer
Engineering at the New Jersey Institute of Technology from 1990 to
1994.
. Edward E. David, Jr, Sc.D., age 74, has been a director of the Company
since June, 1998. Dr. David has been a business consultant
specializing in research, technology and innovation management and
development since 1986 and is President of 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. 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.
. William C. Hittinger, age 76, has been a business consultant since
retiring in 1986 as an Executive Vice President of RCA Corporation.
While at RCA, Mr. Hittinger's responsibilities included corporate
technology, patents, licensing, international business and marketing
development, and corporate technology planning. Prior to joining RCA
in 1970, Mr. Hittinger was President of General Instrument Corp. Mr.
Hittinger has previously served as a director of UNC Inc., Biotechnic
International Inc., Stabler Companies, Bethlehem Steel Corp., Thomas
and Betts Corp. and The Allen Bradley Company. He has also served as
Chairman of the Board of Trustees and Interim President of Lehigh
University. Mr. Hittinger is a Fellow of the Institute of Electrical
and Electronics Engineers, a Fellow of the Royal Society of Arts, and
a member of the National Academy of Engineering. Mr. Hittinger was a
member of President Reagan's National Security Telecommunications
Advisory Committee from 1982 to 1986 and a member of the U.S. - Brazil
Presidential Committee on Science and Technology in 1987.
<PAGE>
. Ronald B. Odrich, DDS, age 67, has, since 1963, been engaged in the
private practice of dentistry, with a specialization in
periodontology. Since 1997, Dr. Odrich has been a director of Park
Avenue Periodontal Associates, P.C., located in New York City. Dr.
Odrich has had several teaching appointments and has, since 1992,
served as a guest lecturer and associate professor in the Division of
Periodontics, School of Dental and Oral Surgery, Columbia University.
In addition to being a Diplomate of the American Academy of
Periodontology, Dr. Odrich is a member of the Academy of
Osseeointegration, the American Academy of Implantology and the
American Dental Association.
. Elias Snitzer, Ph.D., age 74, has, since 1989, been affiliated with
Rutgers University as a Professor of Ceramic Science and Engineering
and currently as Professor Emeritus in the Department of Ceramics and
Materials Science. Since 1995, Dr. Snitzer has been President of
Photo Refractive Enterprises, Inc., a privately-held optical fiber
waveguide equipment developer and marketer. Prior to that, Dr.
Snitzer has held various senior industrial and research positions at
Polaroid, United Technologies, American Optical Corporation and
Honeywell. His honors and awards include the George Money Award of
the American Ceramic Society, IEEE Quantum Electronics Award, the
Charles Townes Award of OSA, the John Tyndall Award of OSA/IEEE and
election to the National Academy of Engineering.
GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
The Board of Directors
The business and affairs of the Company are managed by the Board of Directors.
The Board of Directors held eleven meetings in 1998. Each member of the Board
of Directors attended at least 75% of the aggregate meetings of the Board of
Directors and any committee of the Board of which he was a member during 1998.
Committees of the Board of Directors
To assist it in carrying out its duties, the Board of Directors has two standing
committees, an Audit Committee and a Compensation Committee. The Board of
Directors does not have a nominating committee or any committee performing
similar functions, and all matters which would be considered by such committees
are acted upon by the full Board of Directors. Neither the Audit Committee nor
the Compensation Committee held any formal meetings during 1998.
The Audit Committee currently consists of Malcolm R. Kahn, a non-employee
director who is not standing for reelection. The Board of Directors will likely
appoint two new members to the Audit Committee following the Annual Meeting.
The Audit Committee's primary function is to administer and oversee the audits
of the Company's books and accounts. The Compensation Committee currently
consists of Dr. Edward E. David, Jr. and Sanford J.
<PAGE>
Hillsberg, neither of whom is an employee of the Company. Mr. Hillsberg is not
standing for reelection. The Board of Directors will likely appoint one new
member to the Compensation Committee following the Annual Meeting. The
Compensation Committee's primary functions are to review the compensation for
the Company's officers and directors and to advise the Board of Directors in
administering the Company's 1994 Stock Option Plan, as amended and restated (the
"Stock Option Plan").
Compensation of Directors
Directors who are officers or employees of the Company receive no additional
compensation for service as members of the Board of Directors or any committee
thereof. With respect to future compensation, each outside director will
receive, pursuant to the Stock Option Plan, options to purchase 10,000 shares of
Common Stock with an exercise price equal to the fair market value per share of
the Common Stock on the date of grant. The options will vest upon the earlier
of one year from the date of grant or the day immediately preceding the
subsequent annual meeting of stockholders, provided that such director has
served as a director of the Company through such date. Outside directors are
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.
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 $100,000 during the last fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ----------------------
Other Annual Securities Underlying All Other
Name and Principal Position Year Salary ($) 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)
</TABLE>
(1) Consists of payment of annual life insurance premiums.
<PAGE>
Stock Option Grants
The following table sets forth information concerning the grant of stock options
during 1998 to the Named Executive Officer.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year (Individual Grants)
-----------------------------------------------------
Percentage of Total Options
Number of Securities Granted to Employees in Exercise Price
Underlying Options Fiscal Year Per Share Expiration Date
------------------ ----------- --------- ---------------
<S> <C> <C> <C>
42,500 16.0% $1.00 December 3, 2008
</TABLE>
In conjunction with a voluntary reduction in his base compensation,
beginning November 1998, the Named Executive Officer was issued options to
purchase a total of 42,500 shares of the Common Stock of the Company.
These options were to vest 16.66% for each month such base compensation was
reduced, with all options vested on April 30, 1999..
Year-End Value Table
The following table sets forth information regarding the number and year-end
value of unexercised options held at December 31, 1998 by the Named Executive
Officer. No stock options were exercised by the Named Executive Officer during
fiscal 1998.
<TABLE>
<CAPTION>
1998 Option Values
Number of Securities Value of Unexercised
Underlying Unexercised "In-the-Money" (1)
Options at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
<S> <C>
14,167/28,333 $425/$850
</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 $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 exercise price of the option, multiplied by the applicable
number of options.
Employment Agreements
In 1996, the Company and Eugene I. Gordon, its Chairman of the Board 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 the participation of Dr. Gordon) in its sole discretion. The Board of
Directors (without the participation of Dr. Gordon) could also increase such
base compensation in its sole discretion. In conjunction with a voluntary
<PAGE>
reduction in his base compensation, beginning November 1998, to $85,000 per
year, Dr. Gordon 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.
A new agreement, effective as of March 16, 1999 and expiring March 15, 2002,
provides for a base compensation of $170,000 per year, bonuses aggregating a
maximum of $60,000 per year 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) could also increase such
base compensation in its sole discretion. In addition, the agreement provides
for the grant to Dr. Gordon of options to purchase up to 150,000 shares of
Common Stock, pursuant to the Stock Option Plan, with an exercise price equal to
the fair market value per share of the Common Stock on the date of grant, such
options vesting ratably over the three-year term of the agreement as long as Dr.
Gordon remains an employee. The agreement also provides for payment of up to
one year's total compensation if Dr. Gordon's employment with the Company is
terminated for any reason other than for cause, death or disability.
The new agreement can 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.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock, as of April 30, 1999, by (i) each
person known to the Company to own beneficially more than 5% of the Company's
outstanding shares of Common Stock, (ii) each director and director-nominee of
the Company, (iii) the Named Executive Officer and (iv) all executive officers,
directors and director-nominees 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 Percentage
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) *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percentage
Beneficial Of
Name and Address of Beneficial Owner Ownership (1) Class
- ------------------------------------ -------------------- ----------
<S> <C> <C>
William C. Hittinger (2).................... - -
Ronald B. Odrich (2)........................ 8,000 *
Elias Snitzer (2)........................... - -
All executive officers, directors and
director-nominees, as a group (8 persons)... 1,738,677 (6) 43.7
</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
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 30, 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.
PROPOSAL 2 - AMENDMENT OF 1994 STOCK OPTION PLAN
At the Annual Meeting, there will be presented a proposal to approve an
amendment to the Medjet Inc. 1994 Stock Option Plan (the"Plan") to increase the
aggregate number of shares of Common Stock which may be issued upon the exercise
of options granted under the Plan from 449,688 to 700,000. This increase in the
number of shares of Common Stock available under the Plan was approved by the
Board on June 10, 1999, subject to stockholder approval. The Plan was
originally adopted by the Board and approved by the stockholders in 1994 and
subsequently amended and restated in 1997. As of the date of this Proxy
Statement, stock
<PAGE>
options to purchase a total of 338,050 shares of Common Stock were outstanding.
A total of 52,738 shares of Common Stock have been issued upon the exercise of
stock options. Only 58,900 shares of Common Stock remain available for issuance
under the Plan. As a development-stage company, the Company is still in the
process of identifying and hiring key senior personnel. The Board believes that
the availability of additional shares of Common Stock for issuance under the
Plan is necessary to enhance the Company's continuing efforts to hire and retain
talented employees and directors.
1994 Stock Option Plan
Administration. The Plan is administered by the Board of Directors or the
Compensation Committee of the Board of Directors (in either case, the
"Administrator"). The Administrator interprets the terms, and establishes
administrative regulations to further the purposes of the Plan, authorizes
awards to eligible participants, determines vesting schedules and takes any
other action necessary for the proper implementation of the Plan.
Participation. Under the 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. 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. Notwithstanding the foregoing, any such shares
shall be made subject to a new option only if the grant of such new option and
the issuance of such shares pursuant to such new option would not cause the Plan
or any option granted under the Plan to contravene Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the"Exchange Act").
Awards. The Plan authorizes grants of either incentive stock options ("ISOs"),
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-statutory (nonqualified) stock options. Under the Plan, all
options must be granted, if at all, within 10 years from the date the Plan was
adopted by the Board of Directors of the Company. The Administrator 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.
Stock Options. The 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
Administrator, of a share of Common
<PAGE>
Stock on the date of the granting of the option; 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 Administrator, of a share of
Common Stock on the date of the granting of the option. 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.
Federal Income Tax Consequences. The federal income tax consequences of awards
granted pursuant to the Plan under the Code, and the regulations thereunder are
summarized below. The grant of a stock option will create no immediate tax
consequences for the participant or the Company. The participant will have no
taxable income upon exercising an ISO (except that an alternative minimum tax
may apply), and the Company will not receive a deduction when an ISO is
exercised. If the participant does not dispose of the shares acquired on
exercise of an ISO within the two-year period beginning on the day after the
grant of the ISO or within one year after the transfer of the shares to the
participant, the gain or loss on a subsequent sale will be a capital gain or
loss. If the participant disposes of the shares within the two-year or one-year
period described above, the participant generally will realize ordinary income,
and the Company will be entitled to a corresponding deduction. Upon exercising
a non-statutory stock option, the participant must recognize ordinary income in
an amount equal to the difference between the exercise price and the fair market
value of the Common Stock on the exercise date, unless the shares are subject to
certain restrictions. The Company will receive a deduction for the same amount
on the exercise date (or the date the restrictions lapse). With respect to
other awards granted under the Plan that are settled in cash or shares of Common
Stock that are either transferable or not subject to a substantial risk of
forfeiture, the participant must recognize ordinary income in an amount equal to
the cash or the fair market value of the shares received. With respect to other
awards granted under the Plan that are settled in shares of Common Stock that
are subject to restrictions as to transferability and subject to a substantial
risk of forfeiture, the participant must recognize ordinary income in an amount
equal to the fair market value of the shares received at the first time the
shares become transferable or not subject to a substantial risk of forfeiture,
whichever occurs earlier. The Company will receive a deduction for the amount
recognized as income by the participant, subject to the provisions of Section
162(m) of the Code, which provides for a possible denial of a tax deduction to
the Company for compensation for any of the five most highly compensated
executive officers in excess of $1 million in any year. The tax treatment upon
disposition of shares acquired under the Plan will depend on how long the shares
have been held. In the case of shares acquired through exercise of an option,
the tax treatment will also depend on whether or not the shares were acquired by
exercising an ISO. There will be no tax consequences to the Company upon the
disposition of shares acquired under the Plan, except that the Company may
receive a deduction in the case of disposition of shares acquired under an ISO
before the applicable holding period has been satisfied.
The Board recommends a vote FOR the amendment to the 1994 Stock Option Plan
described above.
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no other
matters which will be brought before the Annual Meeting. In the event that any
other business is properly presented at the Annual Meeting, it is intended that
the persons named in the enclosed proxy will have authority to vote such proxy
in accordance with their judgment on such business.
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 Commission. Such persons are also required by Commission
regulations to furnish the Company with copies of all such reports that they
file. The Company believes that, during 1998, all such persons complied with
all reporting requirements under Section 16(a), on a timely basis.
INDEPENDENT AUDITORS
The firm of Rosenberg Rich Baker Berman and Company served as the Company's
independent auditors for the fiscal year ended December 31, 1998 and has been
selected by the Board of Directors to audit the books and accounts of the
Company for the fiscal year ending December 31, 1999. Representatives of
Rosenberg Rich Baker Berman and Company are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in the Company's Proxy Statement
and form of proxy relating to the Company's 2000 Annual Meeting of Stockholders
must be received by February 18, 2000. If the Company is not notified of a
stockholder proposal by May 4, 2000, then the proxies held by management of the
Company may provide the discretion to vote against such stockholder proposal,
even though such proposal is not discussed in the Proxy Statement. Stockholder
proposals should be mailed to the Corporate Secretary, Medjet Inc., 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837.
COSTS OF SOLICITATION
The cost of preparing, printing and mailing this Proxy Statement and the
accompanying proxy card, and the cost of solicitation of proxies on behalf of
the Company's Board of Directors will be borne by the Company. In addition to
the use of the mail, proxies may be solicited personally or by telephone or by
regular employees of the Company without additional
<PAGE>
compensation. Banks, brokerage houses and other institutions, nominees or
fiduciaries will be requested to forward the proxy materials to the beneficial
owners of the Common Stock held of record by such persons and entities and will
be reimbursed for their reasonable expenses incurred in connection with
forwarding such material.
ANNUAL REPORT
A copy of the Company's 1998 Annual Report to Stockholders is being mailed with
this Proxy Statement to each stockholder entitled to vote at the Annual Meeting.
Stockholders not receiving a copy of such Annual Report may obtain one, without
charge, by writing or calling Corporate Secretary, Medjet Inc., 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837, telephone (732) 738-
3990.
By Order of the Board of Directors
Thomas M. Handschiegel
Secretary
Edison, New Jersey
June 16, 1999
<PAGE>
MEDJET INC.
PROXY
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 16, 1999
The undersigned hereby appoints Eugene I. Gordon, Ph.D. and Thomas M.
Handschiegel or either of them, as proxies, with full individual power of
substitution to represent the undersigned and to vote all shares of capital
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at Temple Beth-El Mekor
Chayim, 338 Walnut Avenue, Cranford, New Jersey on July 16, 1999 at 9:30 a.m.
and any and all adjournments thereof, in the manner specified below. If this
Proxy is returned without direction being given, the Proxy will be voted FOR
each proposal. The Board of Directors recommends a vote FOR each proposal.
1. Election of Directors
<TABLE>
<CAPTION>
<S> <C> <C>
Nominees: Eugene I. Gordon, Ph.D. Edward E. David, Jr., Sc.D. William C. Hittinger
Ronald B. Odrich, D.D.S., P.C. Elias Snitzer, Ph.D.
</TABLE>
[_] FOR all nominees listed above
[_] WITHHOLD AUTHORITY to vote for the following:
_________________________________________________________
[_] WITHHOLD AUTHORITY to vote for all nominees
2. Proposal to amend the Company's 1994 Stock Option Plan to increase the
number of shares of Common Stock available for issuance thereunder.
[_] FOR [_] AGAINST [_] ABSTAIN
IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS IN PERSON, PLEASE
SO INDICATE BY MARKING THE BOX. [_]
(Continued, and to be dated and signed, on the other side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, SHALL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL. Should
any other matter requiring a vote of the stockholders arise, the persons
named in this Proxy or their substitutes shall vote in accordance with
their best judgement in the interest of the Company. The Board of
Directors is not aware of any matter which is to be presented for action at
the meeting other than the matters set forth herein.
Dated , 1999
-------------------
------------------------------------------
Signature
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Signature
Please sign the Proxy exactly as name
appears hereon. If shares are held by
joint tenants, both should sign.
Executors, administrators, trustees or
others signing in a representative
capacity should indicate the capacity in
which signed.
PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
