<PAGE>
As filed with the Securities and Exchange Commission on September ___, 1999
Reg. No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
MEDJET INC.
(Exact name of 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)
----------------------
1994 STOCK OPTION PLAN
AND
CERTAIN WARRANTS
(Full title of the plans)
----------------------
Eugene I. Gordon, Ph.D
Chief Executive Officer
Medjet Inc.
1090 King Georges Post Road, Suite 301
Edison, New Jersey 08837
(Name and address of agent for service)
(732) 738-3990
(Telephone number, including area code, of agent for service)
Copy to:
Dale E. Short, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Amount To Be Offering Price Aggregate Offering Amount of
Title of Securities To Be Registered Registered(1) Per Share Price Registration Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 250,312(2) $1.4375(3) $359,824(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.. 50,000 $ 1.00(4) $ 50,000(4)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 10,000 $ 1.37(4) $ 13,700(4)
- ------------------------------------------------------------------------------------------------------------------------------------
Total 310,312 $423,524 $118
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with Rule 416 of the General Rules and Regulations under the
Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional shares of Common Stock
as may become issuable pursuant to anti-dilution provisions of the plan and
warrants.
(2) We have amended our 1994 Stock Option Plan to add 250,312 shares of our
Common Stock to the number of shares we have available to issue upon the
exercise of options we grant pursuant to our 1994 Stock Option Plan.
Accordingly, we are registering the additional 250,312 shares of our Common
Stock under this Registration Statement.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of the Common
Stock as reported by the National Association of Securities Dealers OTC
Bulletin Board on September 22, 1999.
(4) The registration fee for shares of Common Stock issuable upon exercise of
outstanding warrants was calculated using the prices at which such warrants
may be exercised.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by Medjet Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein:
(a) the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998, as amended by Amendment No. 1 to the Registrant's
Annual Report on Form 10-KSB/A;
(b) All other reports filed by the Registrant or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report referred to
in (a) above; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated May 24, 1996, filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
subsequently filed by the Registrant for the purpose of updating that
description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Sanford J. Hillsberg, a shareholder of the Registrant, is a member of the
law firm of Troy & Gould Professional Corporation, which is giving an opinion
upon the validity of the shares being registered. Mr. Hillsberg owns 28,552
shares of Common Stock and holds options and warrants to purchase an additional
31,950 shares of Common Stock (5,000 of which are being registered pursuant to
this Registration Statement). Mr. Hillsberg's wife owns 7,000 shares of Common
Stock and warrants to purchase an additional 7,000 shares of Common Stock, as to
which shares and warrants Mr. Hillsberg disclaims beneficial ownership. Troy &
Gould Professional Corporation also owns 10,000 shares of Common Stock and holds
warrants to purchase an additional 10,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 102(b)(7) of the General Corporation Law of the State
of Delaware (the "GCL"), Article SEVENTH of the Company's Amended and Restated
Certificate of Incorporation eliminates the personal liability of the Company's
directors to the Company and its stockholders except for liabilities related to
breach of duty of loyalty, actions not in good faith and certain other
liabilities. Section 145 of the GCL, permits a corporation to indemnify certain
persons, including officers and directors and former officers and directors, and
to purchase insurance with respect to liabilities arising out of their capacity
or status as officers and directors. Such law provides further that the
indemnification permitted thereunder
II-1
<PAGE>
shall not be deemed exclusive of any other rights to which officers and
directors may be entitled under the corporation's certificate of incorporation,
by-laws, any agreement or otherwise.
The By-Laws of the Company require it to indemnify to the full extent
permitted by the GCL, any person who is made or threatened to be made, a party
to an action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he is or was a director or officer of
the Company or serves or served as a director, officer, partner, trustee,
fiduciary, employee or agent of any other enterprise or organization at the
Company's request.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference as a
part of this Registration Statement:
4.1 Specimen Common Stock Certificate (previously filed as an exhibit
to the Registrant's Registration Statement on Form SB-2 (File No. 333-3184) and
incorporated herein by reference.)
4.2 1994 Stock Option Plan (previously filed as an exhibit to the
Registrant's Registration Statement on Form SB-2 (File No. 333-3184) and
incorporated herein by reference.)
4.3 Amendment to the 1994 Stock Option Plan.*
4.4 Warrant dated as of July 15, 1999 issued to Eugene I. Gordon.*
4.5 Warrant dated as of July 16, 1999 issued to Sanford J.
Hillsberg.*
4.6 Warrant dated as of July 16, 1999 issued to Malcolm R. Kahn.*
5 Opinion of Counsel as to the legality of securities being
registered.*
23.1 Consent of Accountants.*
23.2 Consent of Counsel (included in Exhibit 5).*
24 Power of Attorney (see page II-4).*
_________________
* Included herewith.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Edison, State of New Jersey, on September 24,
1999.
MEDJET INC.
By: /s/ Eugene I. Gordon
--------------------------
Eugene I. Gordon
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Eugene I. Gordon and Thomas M.
Handschiegel, and each of them, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to sign this Registration Statement and any amendments hereto, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as he might do or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Eugene I. Gordon Chairman of the Board and September 24, 1999
- -------------------------------
Eugene I. Gordon Chief Executive Officer (principal
executive officer)
/s/ Thomas M. Handschiegel Vice President - Finance and Human September 24, 1999
- -------------------------------
Thomas M. Handschiegel Resources, Treasurer, and Secretary
(principal financial and accounting
officer)
/s/ Edward E. David, Jr. Director September 24, 1999
- -------------------------------
Edward E. David, Jr.
/s/ William C. Hittinger Director September 24, 1999
- -------------------------------
William C. Hittinger
/s/ Ronald B. Odrich Director September 24, 1999
- -------------------------------
Ronald B. Odrich
/s/ Elias Snitzer Director September 24, 1999
- -------------------------------
Elias Snitzer
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
-------------
4.3 Amendment to the 1994 Stock Option Plan.
4.4 Warrant dated as of July 15, 1999 issued to Eugene I. Gordon.
4.5 Warrant dated as of July 16, 1999 issued to Sanford J. Hillsberg.
4.6 Warrant dated as of July 16, 1999 issued to Malcolm R. Kahn.
5 Opinion of Counsel as to the legality of securities being
registered.
23.1 Consent of Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see page II-4).
<PAGE>
EXHIBIT 4.3
AMENDMENT TO THE 1994 STOCK OPTION PLAN
Add the following parenthetical to Section 6(c)(i)(2):
"(including shares to be acquired upon exercise of an option)"
so that the section reads:
"by tender to the Company of shares of the Company's stock (including
shares to be acquired upon exercise of an option) owned by the Optionee
having a fair market value, as determined by the..."
Secretary's Certificate
-----------------------
I, Thomas M. Handschiegel, certify that I am the corporate secretary of Medjet
Inc., a Delaware corporation, and that as such I am authorized to execute this
certificate on behalf of the Company, and do further certify that attached
hereto is an amendment to the 1994 Stock Option Plan duly adopted by the Board
of Directors at a meeting held on June 10, 1999, which amendment has not been
amended, modified, or rescinded and remains in full force and effect.
Dated: June 11, 1999 /s/ Thomas M. Handschiegel
---------------------------------
Thomas M. Handschiegel
Secretary
<PAGE>
EXHIBIT 4.4
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act") AND MAY NOT BE
OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
MEDJET INC.
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
WARRANT TO PURCHASE 50,000 SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, Eugene I. Gordon (the "Holder") is
entitled to subscribe for and purchase FIFTY THOUSAND (50,000) shares (as
adjusted pursuant to Paragraph 5 hereof, the "Shares") of the fully paid and
nonassessable Common Stock of MEDJET INC., a Delaware corporation (the
"Company") at a price per share (the "Warrant Price") equal to $1.00 per share,
subject to the provisions and upon the terms and conditions hereinafter set
forth. As used herein, the term "Common Stock" shall mean the Company's
presently authorized Common Stock, $.001 par value, and any stock into or for
which such Common Stock may hereafter be converted or exchanged.
1. Term. The purchase right represented by this Warrant is exercisable,
----
in whole or in part, at any time and from time to time commencing on the date
hereof and ending at the earlier of (a) 5:00 p.m. New Jersey time on the fifth
(5th) calendar anniversary hereof or (b) the merger, consolidation or
acquisition of all or substantially all of the Company's assets provided the
Company has complied with the provisions of Section 4.
2. Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to
----------------------------------------------------
Paragraphs 1 and 10 hereof, the purchase right represented by this Warrant may
be exercised by the Holder, in whole or in part and from time to time on or
after the date hereof, by the surrender of this Warrant (with the notice of
exercise form attached hereto as Exhibit A duly executed) at the principal
office of the Company and by the payment to the Company, by check, of an amount
equal to the Warrant Price per share. The person or persons in whose name(s)
any certificate(s) representing shares of Common Stock shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record
of, and shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, certificates for the shares of stock so purchased shall be
delivered to the Holder as soon as possible and in any event within thirty days
of receipt of such notice and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the portion of the Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
issued to the Holder as soon as possible and in any event within such thirty-day
period.
(b) In lieu of exercising this Warrant as provided in Section 2(a)
above, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof
<PAGE>
being cancelled) by surrender of this Warrant at the principal office of the
Company together with notice of such election, in which event the Company shall
issue to the Holder hereof a number of shares of Common Stock computed using the
following formula:
Y (A - B)
---------
X = A
Where
X - The number of shares of Common Stock to be issued to Holder;
Y - The number of shares of Common Stock purchasable under this
Warrant;
A - The fair market value of one share of the Company's Common
Stock; and
B - Warrant Price (as adjusted to the date of such calculations;
(c) Determination of Fair Market Value. For purposes of Section 2(b)
----------------------------------
above, fair market value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:
(i) If the exercise is in connection with a sale of the
Company's Common Stock to the public in a public offering pursuant to a
Registration Statement under the Securities Act of 1933, as amended (a "Public
Offering"), and if the Company's Registration Statement relating to such Public
Offering ("Registration Statement") has been declared effective by the
Securities and Exchange Commission, then the initial "Price to Public" for such
type of security specified in the final prospectus with respect to such
offering.
(ii) If the exercise is not in connection with a Public
Offering, then as follows:
(A) If such type of security is traded on a securities
exchange, the fair market value shall be deemed to be the average of the closing
prices of such type of security on such exchange over the 30-day period ending
five business days prior to the Determination Date;
(B) If such type of security is traded over-the-
counter, the fair market value shall be deemed to be the average of the closing
bid prices of such type of security over the 30-day period ending five business
days prior to the Determination Date; and
(C) If there is no public market for such type of
security, then fair market value shall be determined by mutual agreement of the
Holder and the Company, and if the Holder and the Company are unable to so
agree, by an investment banker of national reputation selected by the Company
and reasonably acceptable to the Holder, the cost to be shared equally by the
parties.
3. Stock Fully Paid; Reservation of Shares. All Shares that may be
---------------------------------------
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all preemptive rights,
taxes, liens and charges with respect to the issue thereof; provided that the
Company shall not be required to pay any transfer taxes with respect to the
issue of shares in any name other than that of the registered holder hereof.
During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserved for the
<PAGE>
purpose of the issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant. The Company shall at all
times take all such action and obtain all such permits or orders as may be
necessary to enable the Company lawfully to issue such shares of Common Stock as
duly and validly issued, fully paid and nonassessable shares upon exercise in
full of this Warrant.
4. Notice of Capital Changes. If at any time the Company shall offer for
-------------------------
subscription pro rata to the holders of shares of Common Stock any additional
--- ----
shares of stock of any class, other rights or any equity security of any kind,
or there shall be any capital reorganization or reclassification of the capital
stock of the Company (including, without limitation, any stock split, stock
dividends, recapitalizations, reclassifications or similar events), or
consolidation or merger of the Company with, or sale of all or substantially all
of its assets to another company or there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then, in any one or more
of said cases, the Company shall give the Holder written notice, by registered
or certified mail, postage prepaid, of the date on which (i) a record shall be
taken for such subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of record of shares of Common Stock shall
participate in such subscription rights, or shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date in respect thereto.
5. Certain Adjustments.
-------------------
5.1 Common Stock Dividends. If the Company at any time prior to the
----------------------
expiration of this Warrant shall pay a dividend with respect to the Common Stock
payable in shares of Common Stock, or make any other distribution with respect
to the Common Stock, then the purchase price per share shall be appropriately
decreased, and the number of Warrant Shares shall be appropriately increased in
proportion to such dividend.
5.2 Splits and Subdivisions. In the event the Company should at any time
-----------------------
or from time to time fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock of the Company, or the
determination of the holders of Common Stock of the Company entitled to receive
a dividend or other distribution payable in additional shares of Common Stock of
the Company or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of the
Common Stock (hereinafter referred to as the "Common Stock Equivalents") without
payment of any consideration by such holder for the additional shares of Common
Stock or Common Stock Equivalents (including the additional shares of Common
Stock issuable upon conversion or exercise thereof), then, as of such record
date (or the date of such distribution, split or subdivision if no record date
is fixed), the per share purchase price shall be appropriately decreased, and
the number of Warrant Shares shall be appropriately increased in proportion to
such increase of outstanding shares.
5.3 Combination of Shares. If the number of shares of Common Stock
---------------------
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock of the Company, the per share purchase
price shall be appropriately increased and the number of Warrant Shares shall be
appropriately decreased in proportion to such decrease in outstanding shares.
5.4 Recapitalizations. If at any time or from time to time there shall be
-----------------
a recapitalization of the Common Stock (other than a split, subdivision or
combination provided for elsewhere in this Section 5), provision shall be made
so that the holder of this Warrant shall thereafter be entitled to receive, upon
exercise of this Warrant, the number of shares of stock or other securities or
property of the Company or
<PAGE>
otherwise, to which a holder of Common Stock deliverable upon exercise would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of this Warrant after the
recapitalization to the end that the provisions of this Section 5 (including
adjustment of the purchase price then in effect and the number of shares
purchasable upon exercise of this Warrant) shall be applicable after that event
as nearly equivalent as may be practicable.
5.5 Adjustments for Other Distributions. In the event the Company shall
-----------------------------------
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends), or options, or rights not referred to in subsection 5.2, then, in
each such case for the purpose of this subsection 5.5, upon exercise of this
Warrant the holder hereof shall be entitled to a proportionate share of any such
distribution as though such holder was the holder of the number of shares of
Common Stock of the Company into which this Warrant may be exercised as of the
record date fixed for the determination of the holders of Common Stock of the
Company entitled to receive such distribution.
5.6 Certificate as to Adjustments. In the case of each adjustment or
-----------------------------
readjustment of the purchase price pursuant to this Section 5, the Company will
promptly compute such adjustment or readjustment in accordance with the terms
hereof and cause a certificate setting forth such adjustment or readjustment,
and showing in detail the facts upon which such adjustment or readjustment is
based to be delivered to the holder of this Warrant. The Company will, upon
the written request at any time of the holder of this Warrant, furnish or cause
to be furnished to such holder a certificate setting forth:
(a) such adjustments and readjustments;
(b) the purchase price at the time in effect; and
(c) the number of Warrant Shares receivable upon the exercise of this
Warrant.
6. Fractional Shares. No fractional shares of Common Stock will be
-----------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the
current market price of such Shares then in effect as determined in good faith
by the Company's Board of Directors.
7. Privilege of Stock Ownership. Prior to the exercise of this Warrant,
----------------------------
the Holder shall not be entitled, by virtue of holding this Warrant, to any
rights of a stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions, or exercise preemptive
rights, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. Nothing in this
Section 7, however, shall limit the right of the Holder to be provided the
notices described in Section 4, hereof, or to participate in distributions
described in Section 5 hereof if the Holder ultimately exercises this Warrant.
8. Limitation of Liability. Except as otherwise provided herein, in the
-----------------------
absence of affirmative action by the Holder hereof to purchase the Warrant
Shares, no mere enumeration herein of the rights or privileges of the Holder
hereof shall give rise to any liability of Holder for the purchase price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
9. Warrant Register.
----------------
9.1 The Company will maintain a register (the "Warrant Register")
containing the name and address of the Holder. Holder may change its address as
shown on the Warrant Register by written notice
<PAGE>
to the Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be delivered or given by
mail to Holder as shown on the Warrant Register and at the address shown on the
Warrant Register.
9.2 This Warrant may not be exercised without compliance with all
applicable federal and state securities laws by the Holder (including the
delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, if such are requested by the Company).
9.3 The Holder, by acceptance hereof, acknowledges that this Warrant and
the Warrant Shares to be issued upon exercise hereof are being acquired solely
for the Holder's own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of the Act or any state
securities laws. Upon exercise of this Warrant, the Holder shall, if requested
by the Company, confirm in writing, in a form satisfactory to the Company, that
the Warrant Shares so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, for investment, and not with a
view toward distribution or resale.
9.4 This Warrant and all Warrant Shares issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 OF SUCH ACT.
10. Termination of Services. If the Holder ceases to provide services
----------------------
under that certain Employment Agreement with the Company dated April 9, 1999 or
ceases to serve as a director of the Company for any reason or no reason, he
may, but only within thirty (30) days after the later of (a) the date he ceases
to provide services under the above-mentioned Employment Agreement or (b) the
date he ceases to serve as a director of the Company, exercise this Warrant to
the extent he was entitled to exercise it at the date of such termination. To
the extent he was not entitled to exercise this Warrant at such date, or if he
does not exercise it within the time specified herein, this Warrant shall
terminate.
11. Non-Transferability of Warrant. This Warrant may not be assigned,
------------------------------
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised during the lifetime of
the Holder only by him. The terms of this Warrant shall be binding upon the
executors, administrators, heirs and successors of the Holder.
12. Representations and Warranties. The Company represents and warrants
------------------------------
to the Holder as follows:
(a) This Warrant has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable in accordance
with its terms; and
<PAGE>
(b) The Shares have been duly authorized and reserved for issuance by
the Company and, when issued in accordance with the terms hereof, will be
validly issued, fully paid and nonassessable.
13. Notices. Any notice, request or other document required or permitted
-------
to be given or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to each Holder
at its address as shown on the books of the Company or to the Company at the
address indicated therefor on the signature page of this Warrant.
14. Lost Warrants or Stock Certificates. The Company covenants to the
-----------------------------------
Holder that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant or any stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company (in the case of a
regulated financial institution, a direct letter of indemnity shall be deemed
reasonably satisfactory to the Company), or in the case of any such mutilation
upon surrender and cancellation of such Warrant or stock certificate, the
Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.
15. Descriptive Headings. The descriptive headings of the several
--------------------
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.
16. Governing Law. This Warrant shall be construed and enforced in
-------------
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.
17. Amendments and Waivers. Any term of this Warrant may be amended, and
----------------------
the observance of any term of this Warrant may be waived (either generally or in
a particular instance, and either retroactively or prospectively), with the
written consent of the Company and the Holder. Any such amendment or waiver
shall be binding on the Company and the Holder and any subsequent transferee of
this Warrant.
MEDJET INC.
By: /s/ Thomas M. Handschiegel
--------------------------
Title: Vice President - Finance and Human Resources
Address:
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Dated: July 15, 1999
<PAGE>
NOTICE OF EXERCISE
------------------
MEDJET INC.
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Ladies and Gentlemen:
____________________________________________ hereby elects to purchase,
pursuant to the provisions of the Warrant dated ________ ____, 199__, _________
shares of the Common Stock of Medjet Inc., a Delaware corporation.
In exercising the Warrant, the undersigned hereby confirms and acknowledges
that the shares of Common Stock to be issued upon exercise hereof are being
acquired solely for the account of the undersigned and not as a nominee for any
other party, and for investment, and that the undersigned will not offer, sell
or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.
Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned.
Dated: _________________, _____
___________________________________
By:
Name:
Title:
Address
<PAGE>
EXHIBIT 4.5
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act") AND MAY NOT BE
OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
MEDJET INC.
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
WARRANT TO PURCHASE 5,000 SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, SANFORD J. HILLSBERG (the
"Holder") is entitled to subscribe for and purchase FIVE THOUSAND (5,000) shares
(as adjusted pursuant to Paragraph 5 hereof, the "Shares") of the fully paid and
nonassessable Common Stock of MEDJET INC., a Delaware corporation (the
"Company") at a price per share (the "Warrant Price") equal to $1.37 per share,
subject to the provisions and upon the terms and conditions hereinafter set
forth. As used herein, the term "Common Stock" shall mean the Company's
presently authorized Common Stock, $.001 par value, and any stock into or for
which such Common Stock may hereafter be converted or exchanged.
1. Term. The purchase right represented by this Warrant is exercisable,
----
in whole or in part, at any time and from time to time commencing on the date
hereof and ending at the earlier of (a) 5:00 p.m. New Jersey time on the second
(2nd) calendar anniversary hereof or (b) the merger, consolidation or
acquisition of all or substantially all of the Company's assets provided the
Company has complied with the provisions of Section 4.
2. Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to
----------------------------------------------------
Paragraphs 1 and 10 hereof, the purchase right represented by this Warrant may
be exercised by the Holder, in whole or in part and from time to time on or
after the date hereof, by the surrender of this Warrant (with the notice of
exercise form attached hereto as Exhibit A, duly executed) at the principal
office of the Company and by the payment to the Company, by check, of an amount
equal to the Warrant Price per share. The person or persons in whose name(s)
any certificate(s) representing shares of Common Stock shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record
of, and shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, certificates for the shares of stock so purchased shall be
delivered to the Holder as soon as possible and in any event within thirty days
of receipt of such notice and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the portion of the Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
issued to the Holder as soon as possible and in any event within such thirty-day
period.
(b) In lieu of exercising this Warrant as provided in Section 2(a)
above, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof
<PAGE>
being cancelled) by surrender of this Warrant at the principal office of the
Company together with notice of such election, in which event the Company shall
issue to the Holder hereof a number of shares of Common Stock computed using the
following formula:
Y (A - B)
---------
X = A
Where
X - The number of shares of Common Stock to be issued to Holder;
Y - The number of shares of Common Stock purchasable under this
Warrant;
A - The fair market value of one share of the Company's Common
Stock; and
B - Warrant Price (as adjusted to the date of such calculations;
(c) Determination of Fair Market Value. For purposes of Section 2(b)
----------------------------------
above, fair market value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:
(i) If the exercise is in connection with a sale of the
Company's Common Stock to the public in a public offering pursuant to a
Registration Statement under the Securities Act of 1933, as amended (a "Public
Offering"), and if the Company's Registration Statement relating to such Public
Offering ("Registration Statement") has been declared effective by the
Securities and Exchange Commission, then the initial "Price to Public" for such
type of security specified in the final prospectus with respect to such
offering.
(ii) If the exercise is not in connection with a Public
Offering, then as follows:
(A) If such type of security is traded on a securities
exchange, the fair market value shall be deemed to be the average of the closing
prices of such type of security on such exchange over the 30-day period ending
five business days prior to the Determination Date;
(B) If such type of security is traded over-the-counter, the
fair market value shall be deemed to be the average of the closing bid prices of
such type of security over the 30-day period ending five business days prior to
the Determination Date; and
(C) If there is no public market for such type of security,
then fair market value shall be determined by mutual agreement of the Holder and
the Company, and if the Holder and the Company are unable to so agree, by an
investment banker of national reputation selected by the Company and reasonably
acceptable to the Holder, the cost to be shared equally by the parties.
3. Stock Fully Paid; Reservation of Shares. All Shares that may be
---------------------------------------
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all preemptive rights,
taxes, liens and charges with respect to the issue thereof; provided that the
Company shall not be required to pay any transfer taxes with respect to the
issue of shares in any name other than that of the registered holder hereof.
During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserved for the
<PAGE>
purpose of the issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant. The Company shall at all
times take all such action and obtain all such permits or orders as may be
necessary to enable the Company lawfully to issue such shares of Common Stock as
duly and validly issued, fully paid and nonassessable shares upon exercise in
full of this Warrant.
4. Notice of Capital Changes. If at any time the Company shall offer for
-------------------------
subscription pro rata to the holders of shares of Common Stock any additional
--- ----
shares of stock of any class, other rights or any equity security of any kind,
or there shall be any capital reorganization or reclassification of the capital
stock of the Company (including, without limitation, any stock split, stock
dividends, recapitalizations, reclassifications or similar events), or
consolidation or merger of the Company with, or sale of all or substantially all
of its assets to another company or there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then, in any one or more
of said cases, the Company shall give the Holder written notice, by registered
or certified mail, postage prepaid, of the date on which (i) a record shall be
taken for such subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of record of shares of Common Stock shall
participate in such subscription rights, or shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date in respect thereto.
5. Certain Adjustments.
-------------------
5.1 Common Stock Dividends. If the Company at any time prior to the
----------------------
expiration of this Warrant shall pay a dividend with respect to the Common Stock
payable in shares of Common Stock, or make any other distribution with respect
to the Common Stock, then the purchase price per share shall be appropriately
decreased, and the number of Warrant Shares shall be appropriately increased in
proportion to such dividend.
5.2 Splits and Subdivisions. In the event the Company should at any time
-----------------------
or from time to time fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock of the Company, or the
determination of the holders of Common Stock of the Company entitled to receive
a dividend or other distribution payable in additional shares of Common Stock of
the Company or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of the
Common Stock (hereinafter referred to as the "Common Stock Equivalents") without
payment of any consideration by such holder for the additional shares of Common
Stock or Common Stock Equivalents (including the additional shares of Common
Stock issuable upon conversion or exercise thereof), then, as of such record
date (or the date of such distribution, split or subdivision if no record date
is fixed), the per share purchase price shall be appropriately decreased, and
the number of Warrant Shares shall be appropriately increased in proportion to
such increase of outstanding shares.
5.3 Combination of Shares. If the number of shares of Common Stock
---------------------
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock of the Company, the per share purchase
price shall be appropriately increased and the number of Warrant Shares shall be
appropriately decreased in proportion to such decrease in outstanding shares.
5.4 Recapitalizations. If at any time or from time to time there shall be
-----------------
a recapitalization of the Common Stock (other than a split, subdivision or
combination provided for elsewhere in this Section 5), provision shall be made
so that the holder of this Warrant shall thereafter be entitled to receive, upon
exercise of this Warrant, the number of shares of stock or other securities or
property of the Company or
<PAGE>
otherwise, to which a holder of Common Stock deliverable upon exercise would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of this Warrant after the
recapitalization to the end that the provisions of this Section 5 (including
adjustment of the purchase price then in effect and the number of shares
purchasable upon exercise of this Warrant) shall be applicable after that event
as nearly equivalent as may be practicable.
5.5 Adjustments for Other Distributions. In the event the Company shall
-----------------------------------
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends), or options, or rights not referred to in subsection 5.2, then, in
each such case for the purpose of this subsection 5.5, upon exercise of this
Warrant the holder hereof shall be entitled to a proportionate share of any such
distribution as though such holder was the holder of the number of shares of
Common Stock of the Company into which this Warrant may be exercised as of the
record date fixed for the determination of the holders of Common Stock of the
Company entitled to receive such distribution.
5.6 Certificate as to Adjustments. In the case of each adjustment or
-----------------------------
readjustment of the purchase price pursuant to this Section 5, the Company will
promptly compute such adjustment or readjustment in accordance with the terms
hereof and cause a certificate setting forth such adjustment or readjustment,
and showing in detail the facts upon which such adjustment or readjustment is
based to be delivered to the holder of this Warrant. The Company will, upon
the written request at any time of the holder of this Warrant, furnish or cause
to be furnished to such holder a certificate setting forth:
(a) such adjustments and readjustments;
(b) the purchase price at the time in effect; and
(c) the number of Warrant Shares receivable upon the exercise of this
Warrant.
6. Fractional Shares. No fractional shares of Common Stock will be
-----------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the
current market price of such Shares then in effect as determined in good faith
by the Company's Board of Directors.
7. Privilege of Stock Ownership. Prior to the exercise of this Warrant,
----------------------------
the Holder shall not be entitled, by virtue of holding this Warrant, to any
rights of a stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions, or exercise preemptive
rights, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. Nothing in this
Section 7, however, shall limit the right of the Holder to be provided the
notices described in Section 4, hereof, or to participate in distributions
described in Section 5 hereof if the Holder ultimately exercises this Warrant.
8. Limitation of Liability. Except as otherwise provided herein, in the
-----------------------
absence of affirmative action by the Holder hereof to purchase the Warrant
Shares, no mere enumeration herein of the rights or privileges of the Holder
hereof shall give rise to any liability of Holder for the purchase price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
9. Warrant Register.
----------------
9.1 The Company will maintain a register (the "Warrant Register")
containing the name and address of the Holder. Holder may change its address as
shown on the Warrant Register by written notice
<PAGE>
to the Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be delivered or given by
mail to Holder as shown on the Warrant Register and at the address shown on the
Warrant Register.
9.2 This Warrant may not be exercised without compliance with all
applicable federal and state securities laws by the Holder (including the
delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, if such are requested by the Company).
9.3 The Holder, by acceptance hereof, acknowledges that this Warrant and
the Warrant Shares to be issued upon exercise hereof are being acquired solely
for the Holder's own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of the Act or any state
securities laws. Upon exercise of this Warrant, the Holder shall, if requested
by the Company, confirm in writing, in a form satisfactory to the Company, that
the Warrant Shares so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, for investment, and not with a
view toward distribution or resale.
9.4 This Warrant and all Warrant Shares issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144
OF SUCH ACT.
10. Termination of Services. If the Holder ceases to provide consulting
-----------------------
services under that certain Consulting Agreement with the Company dated May 1996
or ceases to serve as a director of the Company for any reason or no reason, he
may, but only within thirty (30) days after the later of (a) the date he ceases
to provide consulting services under the above-mentioned Consulting Agreement or
(b) the date he ceases to serve as a director of the Company, exercise this
Warrant to the extent he was entitled to exercise it at the date of such
termination. To the extent he was not entitled to exercise this Warrant at such
date, or if he does not exercise it within the time specified herein, this
Warrant shall terminate.
11. Non-Transferability of Warrant. This Warrant may not be assigned,
------------------------------
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised during the lifetime of
the Holder only by him. The terms of this Warrant shall be binding upon the
executors, administrators, heirs and successors of the Holder.
12. Representations and Warranties. The Company represents and warrants
------------------------------
to the Holder as follows:
(a) This Warrant has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable in accordance
with its terms; and
<PAGE>
(b) The Shares have been duly authorized and reserved for issuance by
the Company and, when issued in accordance with the terms hereof, will be
validly issued, fully paid and nonassessable.
13. Notices. Any notice, request or other document required or permitted
-------
to be given or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to each Holder
at its address as shown on the books of the Company or to the Company at the
address indicated therefor on the signature page of this Warrant.
14. Lost Warrants or Stock Certificates. The Company covenants to the
-----------------------------------
Holder that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant or any stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company (in the case of a
regulated financial institution, a direct letter of indemnity shall be deemed
reasonably satisfactory to the Company), or in the case of any such mutilation
upon surrender and cancellation of such Warrant or stock certificate, the
Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.
15. Descriptive Headings. The descriptive headings of the several
--------------------
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.
16. Governing Law. This Warrant shall be construed and enforced in
-------------
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.
17. Amendments and Waivers. Any term of this Warrant may be amended, and
----------------------
the observance of any term of this Warrant may be waived (either generally or in
a particular instance, and either retroactively or prospectively), with the
written consent of the Company and the Holder. Any such amendment or waiver
shall be binding on the Company and the Holder and any subsequent transferee of
this Warrant.
MEDJET INC.
By: /s/ Eugene I. Gordon
-------------------------
Title: Chairman of the Board and
Chief Executive Officer
Address:
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Dated: July 16, 1999
<PAGE>
NOTICE OF EXERCISE
------------------
MEDJET INC.
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Ladies and Gentlemen:
____________________________________________ hereby elects to purchase,
pursuant to the provisions of the Warrant dated ________ ____, 199__, _________
shares of the Common Stock of Medjet Inc., a Delaware corporation.
In exercising the Warrant, the undersigned hereby confirms and acknowledges
that the shares of Common Stock to be issued upon exercise hereof are being
acquired solely for the account of the undersigned and not as a nominee for any
other party, and for investment, and that the undersigned will not offer, sell
or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.
Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned.
Dated: _________________, _____
--------------------------------
By:
Name:
Title:
Address
<PAGE>
EXHIBIT 4.6
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act") AND MAY NOT BE
OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
MEDJET INC.
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
WARRANT TO PURCHASE 5,000 SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, MALCOLM R. KAHN (the "Holder") is
entitled to subscribe for and purchase FIVE THOUSAND (5,000) shares (as adjusted
pursuant to Paragraph 5 hereof, the "Shares") of the fully paid and
nonassessable Common Stock of MEDJET INC., a Delaware corporation (the
"Company") at a price per share (the "Warrant Price") equal to $1.37 per share,
subject to the provisions and upon the terms and conditions hereinafter set
forth. As used herein, the term "Common Stock" shall mean the Company's
presently authorized Common Stock, $.001 par value, and any stock into or for
which such Common Stock may hereafter be converted or exchanged.
1. Term. The purchase right represented by this Warrant is exercisable,
----
in whole or in part, at any time and from time to time commencing on the date
hereof and ending at the earlier of (a) 5:00 p.m. New Jersey time on the second
(2nd) calendar anniversary hereof or (b) the merger, consolidation or
acquisition of all or substantially all of the Company's assets provided the
Company has complied with the provisions of Section 4.
2. Method of Exercise; Payment; Issuance of New Warrant. (a) Subject to
----------------------------------------------------
Paragraphs 1 and 10 hereof, the purchase right represented by this Warrant may
be exercised by the Holder, in whole or in part and from time to time on or
after the date hereof, by the surrender of this Warrant (with the notice of
exercise form attached hereto as Exhibit A, duly executed) at the principal
office of the Company and by the payment to the Company, by check, of an amount
equal to the Warrant Price per share. The person or persons in whose name(s)
any certificate(s) representing shares of Common Stock shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record
of, and shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, certificates for the shares of stock so purchased shall be
delivered to the Holder as soon as possible and in any event within thirty days
of receipt of such notice and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the portion of the Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
issued to the Holder as soon as possible and in any event within such thirty-day
period.
(b) In lieu of exercising this Warrant as provided in Section 2(a)
above, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof
<PAGE>
being cancelled) by surrender of this Warrant at the principal office of the
Company together with notice of such election, in which event the Company shall
issue to the Holder hereof a number of shares of Common Stock computed using the
following formula:
Y (A - B)
---------
X = A
Where
X - The number of shares of Common Stock to be issued to Holder;
Y - The number of shares of Common Stock purchasable under this
Warrant;
A - The fair market value of one share of the Company's Common
Stock; and
B - Warrant Price (as adjusted to the date of such calculations;
(c) Determination of Fair Market Value. For purposes of Section 2(b)
----------------------------------
above, fair market value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:
(i) If the exercise is in connection with a sale of the
Company's Common Stock to the public in a public offering pursuant to a
Registration Statement under the Securities Act of 1933, as amended (a "Public
Offering"), and if the Company's Registration Statement relating to such Public
Offering ("Registration Statement") has been declared effective by the
Securities and Exchange Commission, then the initial "Price to Public" for such
type of security specified in the final prospectus with respect to such
offering.
(ii) If the exercise is not in connection with a Public
Offering, then as follows:
(A) If such type of security is traded on a securities
exchange, the fair market value shall be deemed to be the average of the closing
prices of such type of security on such exchange over the 30-day period ending
five business days prior to the Determination Date;
(B) If such type of security is traded over-the-
counter, the fair market value shall be deemed to be the average of the closing
bid prices of such type of security over the 30-day period ending five business
days prior to the Determination Date; and
(C) If there is no public market for such type of
security, then fair market value shall be determined by mutual agreement of the
Holder and the Company, and if the Holder and the Company are unable to so
agree, by an investment banker of national reputation selected by the Company
and reasonably acceptable to the Holder, the cost to be shared equally by the
parties.
3. Stock Fully Paid; Reservation of Shares. All Shares that may be
---------------------------------------
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all preemptive rights,
taxes, liens and charges with respect to the issue thereof; provided that the
Company shall not be required to pay any transfer taxes with respect to the
issue of shares in any name other than that of the registered holder hereof.
During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserved for the
<PAGE>
purpose of the issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant. The Company shall at all
times take all such action and obtain all such permits or orders as may be
necessary to enable the Company lawfully to issue such shares of Common Stock as
duly and validly issued, fully paid and nonassessable shares upon exercise in
full of this Warrant.
4. Notice of Capital Changes. If at any time the Company shall offer for
-------------------------
subscription pro rata to the holders of shares of Common Stock any additional
--- ----
shares of stock of any class, other rights or any equity security of any kind,
or there shall be any capital reorganization or reclassification of the capital
stock of the Company (including, without limitation, any stock split, stock
dividends, recapitalizations, reclassifications or similar events), or
consolidation or merger of the Company with, or sale of all or substantially all
of its assets to another company or there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then, in any one or more
of said cases, the Company shall give the Holder written notice, by registered
or certified mail, postage prepaid, of the date on which (i) a record shall be
taken for such subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of record of shares of Common Stock shall
participate in such subscription rights, or shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date in respect thereto.
5. Certain Adjustments.
-------------------
5.1 Common Stock Dividends. If the Company at any time prior to the
----------------------
expiration of this Warrant shall pay a dividend with respect to the Common Stock
payable in shares of Common Stock, or make any other distribution with respect
to the Common Stock, then the purchase price per share shall be appropriately
decreased, and the number of Warrant Shares shall be appropriately increased in
proportion to such dividend.
5.2 Splits and Subdivisions. In the event the Company should at any time
-----------------------
or from time to time fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock of the Company, or the
determination of the holders of Common Stock of the Company entitled to receive
a dividend or other distribution payable in additional shares of Common Stock of
the Company or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of the
Common Stock (hereinafter referred to as the "Common Stock Equivalents") without
payment of any consideration by such holder for the additional shares of Common
Stock or Common Stock Equivalents (including the additional shares of Common
Stock issuable upon conversion or exercise thereof), then, as of such record
date (or the date of such distribution, split or subdivision if no record date
is fixed), the per share purchase price shall be appropriately decreased, and
the number of Warrant Shares shall be appropriately increased in proportion to
such increase of outstanding shares.
5.3 Combination of Shares. If the number of shares of Common Stock
---------------------
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock of the Company, the per share purchase
price shall be appropriately increased and the number of Warrant Shares shall be
appropriately decreased in proportion to such decrease in outstanding shares.
5.4 Recapitalizations. If at any time or from time to time there shall be
-----------------
a recapitalization of the Common Stock (other than a split, subdivision or
combination provided for elsewhere in this Section 5), provision shall be made
so that the holder of this Warrant shall thereafter be entitled to receive, upon
exercise of this Warrant, the number of shares of stock or other securities or
property of the Company or
<PAGE>
otherwise, to which a holder of Common Stock deliverable upon exercise would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 5
with respect to the rights of the holders of this Warrant after the
recapitalization to the end that the provisions of this Section 5 (including
adjustment of the purchase price then in effect and the number of shares
purchasable upon exercise of this Warrant) shall be applicable after that event
as nearly equivalent as may be practicable.
5.5 Adjustments for Other Distributions. In the event the Company shall
-----------------------------------
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends), or options, or rights not referred to in subsection 5.2, then, in
each such case for the purpose of this subsection 5.5, upon exercise of this
Warrant the holder hereof shall be entitled to a proportionate share of any such
distribution as though such holder was the holder of the number of shares of
Common Stock of the Company into which this Warrant may be exercised as of the
record date fixed for the determination of the holders of Common Stock of the
Company entitled to receive such distribution.
5.6 Certificate as to Adjustments. In the case of each adjustment or
-----------------------------
readjustment of the purchase price pursuant to this Section 5, the Company will
promptly compute such adjustment or readjustment in accordance with the terms
hereof and cause a certificate setting forth such adjustment or readjustment,
and showing in detail the facts upon which such adjustment or readjustment is
based to be delivered to the holder of this Warrant. The Company will, upon
the written request at any time of the holder of this Warrant, furnish or cause
to be furnished to such holder a certificate setting forth:
(a) such adjustments and readjustments;
(b) the purchase price at the time in effect; and
(c) the number of Warrant Shares receivable upon the exercise of this
Warrant.
6. Fractional Shares. No fractional shares of Common Stock will be
-----------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor upon the basis of the
current market price of such Shares then in effect as determined in good faith
by the Company's Board of Directors.
7. Privilege of Stock Ownership. Prior to the exercise of this Warrant,
----------------------------
the Holder shall not be entitled, by virtue of holding this Warrant, to any
rights of a stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions, or exercise preemptive
rights, and the Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. Nothing in this
Section 7, however, shall limit the right of the Holder to be provided the
notices described in Section 4, hereof, or to participate in distributions
described in Section 5 hereof if the Holder ultimately exercises this Warrant.
8. Limitation of Liability. Except as otherwise provided herein, in the
-----------------------
absence of affirmative action by the Holder hereof to purchase the Warrant
Shares, no mere enumeration herein of the rights or privileges of the Holder
hereof shall give rise to any liability of Holder for the purchase price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.
9. Warrant Register.
----------------
9.1 The Company will maintain a register (the "Warrant Register")
containing the name and address of the Holder. Holder may change its address as
shown on the Warrant Register by written notice
<PAGE>
to the Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be delivered or given by
mail to Holder as shown on the Warrant Register and at the address shown on the
Warrant Register.
9.2 This Warrant may not be exercised without compliance with all
applicable federal and state securities laws by the Holder (including the
delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, if such are requested by the Company).
9.3 The Holder, by acceptance hereof, acknowledges that this Warrant and
the Warrant Shares to be issued upon exercise hereof are being acquired solely
for the Holder's own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of the Act or any state
securities laws. Upon exercise of this Warrant, the Holder shall, if requested
by the Company, confirm in writing, in a form satisfactory to the Company, that
the Warrant Shares so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, for investment, and not with a
view toward distribution or resale.
9.4 This Warrant and all Warrant Shares issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 OF SUCH ACT.
10. Termination of Services. If the Holder ceases to provide consulting
-----------------------
services under that certain Consulting Agreement with the Company dated the date
hereof or ceases to serve as a director of the Company for any reason or no
reason, he may, but only within thirty (30) days after the later of (a) the date
he ceases to provide consulting services under the above-mentioned Consulting
Agreement or (b) the date he ceases to serve as a director of the Company,
exercise this Warrant to the extent he was entitled to exercise it at the date
of such termination. To the extent he was not entitled to exercise this Warrant
at such date, or if he does not exercise it within the time specified herein,
this Warrant shall terminate.
11. Non-Transferability of Warrant. This Warrant may not be assigned,
------------------------------
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised during the lifetime of
the Holder only by him. The terms of this Warrant shall be binding upon the
executors, administrators, heirs and successors of the Holder.
12. Representations and Warranties. The Company represents and warrants
------------------------------
to the Holder as follows:
(a) This Warrant has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable in accordance
with its terms; and
<PAGE>
(b) The Shares have been duly authorized and reserved for issuance by
the Company and, when issued in accordance with the terms hereof, will be
validly issued, fully paid and nonassessable.
13. Notices. Any notice, request or other document required or permitted
-------
to be given or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to each Holder
at its address as shown on the books of the Company or to the Company at the
address indicated therefor on the signature page of this Warrant.
14. Lost Warrants or Stock Certificates. The Company covenants to the
-----------------------------------
Holder that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant or any stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company (in the case of a
regulated financial institution, a direct letter of indemnity shall be deemed
reasonably satisfactory to the Company), or in the case of any such mutilation
upon surrender and cancellation of such Warrant or stock certificate, the
Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.
15. Descriptive Headings. The descriptive headings of the several
--------------------
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.
16. Governing Law. This Warrant shall be construed and enforced in
-------------
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.
17. Amendments and Waivers. Any term of this Warrant may be amended, and
----------------------
the observance of any term of this Warrant may be waived (either generally or in
a particular instance, and either retroactively or prospectively), with the
written consent of the Company and the Holder. Any such amendment or waiver
shall be binding on the Company and the Holder and any subsequent transferee of
this Warrant.
MEDJET INC.
By: /s/ Eugene I. Gordon
--------------------------------------------
Title: Chairman of the Board and Chief Executive
Officer
Address:
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Dated: July 16, 1999
<PAGE>
NOTICE OF EXERCISE
------------------
MEDJET INC.
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Ladies and Gentlemen:
____________________________________________ hereby elects to purchase,
pursuant to the provisions of the Warrant dated ________ ____, 199__, _________
shares of the Common Stock of Medjet Inc., a Delaware corporation.
In exercising the Warrant, the undersigned hereby confirms and acknowledges
that the shares of Common Stock to be issued upon exercise hereof are being
acquired solely for the account of the undersigned and not as a nominee for any
other party, and for investment, and that the undersigned will not offer, sell
or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.
Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned.
Dated: _________________, _____
___________________________________
By:
Name:
Title:
Address:
<PAGE>
EXHIBIT 5
September 24, 1999
Medjet Inc.
1090 King Georges Post Road, Suite 301
Edison, New Jersey 08837
Re: Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for Medjet Inc. (the "Company") in connection with
the preparation and filing of the Company's Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Registration Statement"),
providing for the registration of an aggregate of 310,312 shares (the "Shares")
of the Company Common Stock, $.001 par value, as follows: an additional 250,312
Shares issuable under the Company's 1994 Stock Option Plan, as amended (the
"Plan"), 50,000 Shares issuable under the warrant dated as of July 15, 1999 to
Eugene I. Gordon, 5,000 Shares issuable under the warrant dated as of July 16,
1999 to Sanford J. Hillsberg, and 5,000 Shares issuable under the warrant dated
as of July 16, 1999 to Malcolm R. Kahn.
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Plan, warrants and
of such other documents, corporate records, certificates of public officials and
other instruments as we deemed necessary or advisable for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as certified, photostatic or
conformed copies, and the authenticity of originals of all such latter
documents. We have also assumed the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
Based on the foregoing examination, we are of the opinion that the Shares
are duly authorized and, when issued in accordance with the Plan and referenced
warrants, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to all references therein to our firm. By giving you this opinion
and consent, we do not admit that we are experts with respect to any part of the
Registration Statement or Prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder, nor do we admit that we are in the category
of persons whose consent is required under Section 7 of said Act.
Very truly yours,
/s/ Troy & Gould
Troy & Gould Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Medjet Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Medjet Inc. of our report
dated January 28, 1999 on the financial statements of Medjet Inc. and the
"COMMITMENTS AND CONTINGENCIES" and "EMPLOYMENT AGREEMENTS" notes to the
financial statements which are dated March 19, 1999, appearing in the annual
report on Form 10-KSB for the fiscal year ended December 31, 1998, and to all
references to our Firm included in this Form S-8 Registration Statement.
/s/ Rosenberg Rich Baker Berman & Company
Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
September 24, 1999
