<PAGE>
As filed with the Securities and Exchange Commission on February 1, 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.
Stuart Teng, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
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 416,538(2) $3.87(3) $1,612,002(3)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 89,439 $3.37(4) $ 301,500
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 7,950 $3.37(4) $ 26,800
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL 513,927 $1,940,302 $540
==========================================================================================================================
</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) Represents currently available shares authorized for issuance under the 1994
Stock Option Plan.
(3) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act
of 1933. Such computation is based on the weighted average exercise price of
$4.15 per share for 377,550 shares pursuant to outstanding options and the
estimated exercise price of $1.13 per share for 38,988 unissued options. The
estimated exercise price of $1.13 per share for unissued options is based
upon the average of the bid and ask prices of the Common Stock quoted on the
National Association of Securities Dealers OTC Bulletin Board on January 26,
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.
2.
<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:
(i) the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997, as amended by Amendment No. 1 to the Registrant's
Annual Report on Form 10-KSB/A, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(ii) the Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
(iii) the Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 1998, as amended by Amendment No. 1 to the Registrant's
Quarterly Report on Form 10-QSB/A, filed pursuant to Section 13(a) of the
Exchange Act.
(iv) the Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1998, filed pursuant to Section 13(a) of the
Exchange Act.
(v) the Registrant's Current Report on Form 8-K dated July 21, 1998,
filed pursuant to Section 13(a) of the Exchange Act.
(vi) 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 26,950 shares of Common Stock (all 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.
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
II - 1
<PAGE>
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 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 Warrant dated as of May 20, 1996 issued to Steven G. Cooperman,
M.D.*
4.4 Amendment No. 1 to the warrant dated as of May 20, 1996 issued to
Steven G. Cooperman, M.D.*
4.5 Amendment No. 2 to the warrant dated as of May 20, 1996 issued to
Steven G. Cooperman, M.D.*
4.6 Warrant dated as of May 20, 1996 issued to Sanford J. Hillsberg.*
4.7 Amendment No. 1 to the warrant dated as of May 20, 1996 issued to
Sanford J. Hillsberg.*
4.8 Amendment No. 2 to the warrant dated as of May 20, 1996 issued to
Sanford J. Hillsberg.*
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.
II - 2
<PAGE>
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) 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, 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 February 1, 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 February 1, 1999
- ---------------------------- Chief Executive Officer (Principal
Eugene I. Gordon Executive Officer)
/s/ Terence A. Walts President and Chief Operating Officer February 1, 1999
- ----------------------------
Terence A. Walts
/s/ Thomas M. Handschiegel Treasurer, Vice President - Finance February 1, 1999
- ---------------------------- and Human Resources, and Secretary
Thomas M. Handschiegel (Principal Financial Officer)
/s/ Sanford J. Hillsberg Director February 1, 1999
- ----------------------------
Sanford J. Hillsberg
/s/ Malcolm R. Kahn Director February 1, 1999
- ----------------------------
Malcolm R. Kahn
Director
- ----------------------------
Edward E. David, Jr.
</TABLE>
II - 4
<PAGE>
EXHIBIT INDEX
-------------
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 Warrant dated as of May 20, 1996 issued to Steven G. Cooperman, M.D.
4.4 Amendment No. 1 to the warrant dated as of May 20, 1996 issued to
Steven G. Cooperman, M.D.
4.5 Amendment No. 2 to the warrant dated as of May 20, 1996 issued to
Steven G. Cooperman, M.D.
4.6 Warrant dated as of May 20, 1996 issued to Sanford J. Hillsberg.
4.7 Amendment No. 1 to the warrant dated as of May 20, 1996 issued to
Sanford J. Hillsberg.
4.8 Amendment No. 2 to the warrant dated as of May 20, 1996 issued to
Sanford J. Hillsberg.
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
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 45,000 SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, STEVEN G. COOPERMAN, M.D. (the
"Holder") is entitled to subscribe for and purchase FORTY-FIVE THOUSAND (45,000)
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 $6.70 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 11 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, (i) only as to that fraction of the Shares subject to
this Warrant determined by dividing the number of full one year periods elapsed
since the date hereof by four (4); it being understood that after four (4) years
from the date hereof, this Warrant shall be exercisable in full; and (ii) 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 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)
---------
<PAGE>
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
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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
10. Lock-Up. For a period of twenty four (24) months following the
-------
closing date of the Company's contemplated public offering under Registration
Statement No. 333-3184, the Holder shall not directly or indirectly, offer, sell
(including by effecting any short sale), loan, hypothecate, pledge, grant any
option for the sale of, acquire any option to dispose of, transfer or gift
(except for estate planning or charitable transfers or other private sales,
provided the transferees agree to be bound by the same restrictions on
transfer), or otherwise dispose of any Shares without obtaining the prior
written consent of Patterson Travis, Inc. ("PT") (which consent may be withheld
or granted in PT's discretion). The Holder acknowledges and agrees that in order
to enforce the covenants contained in this Paragraph 10, the Company will impose
stop-transfer instructions with respect to the Shares until the end of such
twenty four (24) month period for transfers other than those exceptions
described above. In addition, the Holder waives any registration rights he may
have with respect to all such Shares for such twenty four (24) month period.
This Paragraph 10 shall lapse and become null and void if no closing of such
public offering shall have occurred on or before the date which is 90 days (or,
if such public offering is extended by agreement of the Holder and the Company,
an additional 90 days thereafter) after the date of this Warrant.
11. 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 earlier 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.
12. 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.
13. 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
(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.
14. 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.
15. 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.
16. 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.
17. 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.
<PAGE>
18. 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: President
------------------------------
Address:
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Dated: May 20, 1996
<PAGE>
EXHIBIT 4.4
Agreement dated as of February 28, 1997 between Medjet Inc., a Delaware
corporation (the"Company") and Steven G. Cooperman, M.D. (the "Warrant Holder").
W I T N E S S E T H
WHEREAS, the Company has issued a Warrant dated as of May 20, 1996 to the
Warrant Holder to purchase 89,439 shares of the Company's Common Stock (the
"Warrant") and the Company and the Warrant Holder desire to amend the terms of
the Warrant to provide for the acceleration of the vesting thereunder upon the
occurrence of certain events.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. Section 1 is hereby amended to read in its entirety as follows:
"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 (except where the stockholders of the Company
immediately prior to such event own more than 50% of the stock of the
resulting corporation immediately after such event, in which case this
Warrant shall apply to the resulting corporation and continue to be
exercisable in accordance with its terms) provided the Company has
complied with the provisions of Section 4."
2. The first sentence of Section 2(a) of the Warrant is hereby amended to
read in its entirety as follows:
"Subject to Paragraphs 1 and 11 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, (i) only as to that
fraction of the Shares subject to this Warrant determined by dividing
the number of full one year periods elapsed since the date hereof by
four (4); it being understood that after four (4) years from the date
hereof, this Warrant shall be exercisable in full; and (ii) 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; provided, however, in the event
of any of the following transactions (an "Acceleration Event"):
(i) any consolidation or merger of the Company with or into any
other corporation or corporations except where the stockholders of the
Company immediately prior to such event own more than fifty percent
(50%) of the stock of the resulting corporation immediately after such
event; or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company,
then this Warrant shall be exercisable in full immediately prior to
the consummation of such Acceleration Event."
3. Section 11 is hereby amended to read in its entirety as follows:
"Termination of Services. If the Holder ceases to provide consulting
-----------------------
services under that certain Consulting Agreement with the Company
dated the date hereof for any
<PAGE>
reason or no reason, he may, but only within thirty (30) days after
the date he ceases to provide consulting services under the above-
mentioned Consulting Agreement 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. Notwithstanding the foregoing, in the event
the Company terminates the Consulting Agreement without cause prior to
the fifth calendar anniversary hereof, Consultant thereafter shall be
entitled to exercise the Warrant as to all of the Shares at any time
through the fifth calendar anniversary hereof."
4. Except as amended hereby, the Warrant shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MEDJET INC.
By: /s/ Eugene I. Gordon
-------------------------
/s/ Steven G. Cooperman
-------------------------
Steven G. Cooperman, M.D.
<PAGE>
EXHIBIT 4.5
Agreement dated as of June 17, 1997 between MedJet Inc., a Delaware
corporation (the "Company") and Steven G. Cooperman (the "Warrant Holder").
W I T N E S S E T H
WHEREAS. the Company has issued a Warrant dated as of May 20, 1996 to the
Warrant Holder to purchase 89,439 shares of the Company's Common Stock (the
"Warrant"), as amended by the Agreement dated as of February 28, 1997, and the
Company and the Warrant Holder desire to further amend the terms of the Warrant
to provide for the acceleration of the vesting thereunder upon the occurrence of
certain events.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. The first sentence of Section 2(a) of the Warrant is hereby amended to
read in its entirety as follows:
"Subject to Paragraphs 1 and 11 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, (i) only as to that fraction of
the Shares subject to this Warrant determined by dividing the number of
full one year periods elapsed since the date hereof by four (4), plus, in
the event of the death of Steven G. Cooperman, an additional amount equal
to fifty percent (50%) of the number of Shares subject to this Warrant
which are not as of the date of such death, then exercisable; it being
understood that after four (4) years from the date hereof, this Warrant
shall be exercisable in full; and (ii) 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;
provided, however, in the event of any of the following transactions (an
"Acceleration Event"):
(i) any consolidation or merger of the Company with or into any other
corporation or corporations except where the stockholders of the Company
immediately prior to such event own more than fifty percent (50%) of the
stock of the resulting corporation immediately after such event; or
(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company, then this Warrant shall be exercisable in
full immediately prior to the consummation of such Acceleration Event."
2. Section 11 is hereby amended to read in its entirety as follows:
"Termination of Services. If the Holder ceases to provide consulting
------------------------
services under that certain Consulting Agreement with the Company dated the
date hereof, as may be amended from time to time (the "Consulting
Agreement") for any reason or no reason, he may, but only within thirty
(30) days after the date he ceases to provide consulting services under the
Consulting Agreement 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.
Notwithstanding the foregoing, in the event the Company terminates the
Consulting Agreement without cause prior to the fifth calendar anniversary
hereof, Holder thereafter shall be entitled to exercise the Warrant as to
all of the Shares at any time through the fifth calendar anniversary
hereof."
3. Except as amended hereby, the Warrant shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MEDJET INC.
By: /s/ Eugene I. Gordon
-------------------------
/s/ Steven G. Cooperman
-------------------------
Steven G. Cooperman, M.D.
<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 4,000 SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received, SANFORD J. HILLSBERG (the
"Holder") is entitled to subscribe for and purchase FOUR THOUSAND (4,000) 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 $6.70 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 11 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, (i) only as to that fraction of the Shares subject to
this Warrant determined by dividing the number of full one year periods elapsed
since the date hereof by four (4); it being understood that after four (4) years
from the date hereof, this Warrant shall be exercisable in full; and (ii) 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 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
<PAGE>
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
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
<PAGE>
(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 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:
<PAGE>
(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 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.
<PAGE>
10. Lock-Up. For a period of twenty four (24) months following the
-------
closing date of the Company's contemplated public offering under Registration
Statement No. 333-3184, the Holder shall not directly or indirectly, offer, sell
(including by effecting any short sale), loan, hypothecate, pledge, grant any
option for the sale of, acquire any option to dispose of, transfer or gift
(except for estate planning or charitable transfers or other private sales,
provided the transferees agree to be bound by the same restrictions on
transfer), or otherwise dispose of any Shares without obtaining the prior
written consent of Patterson Travis, Inc. ("PT") (which consent may be withheld
or granted in PT's discretion). The Holder acknowledges and agrees that in order
to enforce the covenants contained in this Paragraph 10, the Company will impose
stop-transfer instructions with respect to the Shares until the end of such
twenty four (24) month period for transfers other than those exceptions
described above. In addition, the Holder waives any registration rights he may
have with respect to all such Shares for such twenty four (24) month period.
This Paragraph 10 shall lapse and become null and void if no closing of such
public offering shall have occurred on or before the date which is 90 days (or,
if such public offering is extended by agreement of the Holder and the Company,
an additional 90 days thereafter) after the date of this Warrant.
11. 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 earlier 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.
12. 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.
13. 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
(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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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
<PAGE>
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: President
--------------------
Address:
1090 King Georges Post Rd., Suite 301
Edison, New Jersey 08837
Dated: May 20, 1996
<PAGE>
EXHIBIT 4.7
Agreement dated as of February 28, 1997 between Medjet Inc., a Delaware
corporation (the "Company") and Sanford J. Hillsberg (the "Warrant Holder").
W I T N E S S E T H
WHEREAS, the Company has issued a Warrant dated as of May 20, 1996 to the
Warrant Holder to purchase 7,950 shares of the Company's Common Stock (the
"Warrant") and the Company and the Warrant Holder desire to amend the terms of
the Warrant to provide for the acceleration of the vesting thereunder upon the
occurrence of certain events.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. Section 1 is hereby amended to read in its entirety as follows:
"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 (except where the stockholders of the Company
immediately prior to such event own more than 50% of the stock of the
resulting corporation immediately after such event, in which case this
Warrant shall apply to the resulting corporation and continue to be
exercisable in accordance with its terms) provided the Company has
complied with the provisions of Section 4."
2. The first sentence of Section 2(a) of the Warrant is hereby amended to
read in its entirety as follows:
"Subject to Paragraphs 1 and 11 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, (i) only as to that
fraction of the Shares subject to this Warrant determined by dividing
the number of full one year periods elapsed since the date hereof by
four (4); it being understood that after four (4) years from the date
hereof, this Warrant shall be exercisable in full; and (ii) 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; provided, however, in the event
of any of the following transactions (an "Acceleration Event"):
(i) any consolidation or merger of the Company with or into any
other corporation or corporations except where the stockholders of the
Company immediately prior to such event own more than fifty percent
(50%) of the stock of the resulting corporation immediately after such
event; or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company,
then this Warrant shall be exercisable in full immediately prior to
the consummation of such Acceleration Event."
3. Section 11 is hereby amended to read in its entirety as follows:
"Termination of Services. If the Holder ceases to provide consulting
-----------------------
services under that certain Consulting Agreement with the Company
dated the date hereof for any
<PAGE>
reason or no reason, he may, but only within thirty (30) days after
the date he ceases to provide consulting services under the above-
mentioned Consulting Agreement 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. Notwithstanding the foregoing, in the event
the Company terminates the Consulting Agreement without cause prior to
the fifth calendar anniversary hereof, Consultant thereafter shall be
entitled to exercise the Warrant as to all of the Shares at any time
through the fifth calendar anniversary hereof."
4. Except as amended hereby, the Warrant shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MEDJET INC.
By: /s/ Eugene I. Gordon
------------------------
/s/ Sanford J. Hillsberg
------------------------
Sanford J. Hillsberg
<PAGE>
EXHIBIT 4.8
Agreement dated as of June 17 9 1997 between MedJet Inc., a Delaware
corporation (the "Company") and Sanford J. Hillsberg (the "Warrant Holder").
W I T N E S S E T H
WHEREAS. the Company has issued a Warrant dated as of May 20, 1996 to the
Warrant Holder to purchase 7,950 shares of the Company's Common Stock (the
"Warrant"), as amended by the Agreement dated as of February 28, 1997, and the
Company and the Warrant Holder desire to further amend the terms of the Warrant
to provide for the acceleration of the vesting thereunder upon the occurrence of
certain events.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. The first sentence of Section 2(a) of the Warrant is hereby amended to
read in its entirety as follows:
"Subject to Paragraphs 1 and 11 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, (i) only as to that fraction of
the Shares subject to this Warrant determined by dividing the number of
full one year periods elapsed since the date hereof by four (4), plus, in
the event of the death of Sanford J. Hillsberg, an additional amount equal
to fifty percent (50%) of the number of Shares subject to this Warrant
which are not as of the date of such death, then exercisable; it being
understood that after four (4) years from the date hereof, this Warrant
shall be exercisable in full; and (ii) 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;
provided, however, in the event of any of the following transactions (an
"Acceleration Event"):
(i) any consolidation or merger of the Company with or into any other
corporation or corporations except where the stockholders of the Company
immediately prior to such event own more than fifty percent (50%) of the
stock of the resulting corporation immediately after such event; or
(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company, then this Wan-ant shall be exercisable in
full immediately prior to the consummation of such Acceleration Event."
2. Section 11 is hereby amended to read in its entirety as follows:
"Termination of Services. If the Holder ceases to provide consulting
------------------------
services under that certain Consulting Agreement with the Company dated the
date hereof, as may be amended from time to time (the "Consulting
Agreement") for any reason or no reason, he may, but only within thirty
(30) days after the date he ceases to provide consulting services under the
Consulting Agreement 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.
Notwithstanding the foregoing, in the event the Company terminates the
Consulting Agreement without cause prior to the fifth calendar anniversary
hereof, Holder thereafter shall be entitled to exercise the Warrant as to
all of the Shares at any time through the fifth calendar anniversary
hereof."
3. Except as amended hereby, the Warrant shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MEDJET INC.
By: /s/ Eugene I. Gordon
------------------------
/s/ Sanford J. Hillsberg
------------------------
Sanford J. Hillsberg
<PAGE>
EXHIBIT 5
[LETTERHEAD OF TROY & GOULD]
February 1, 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 513,927 shares (the "Shares")
of the Company Common Stock, $.001 par value: 416,538 Shares issuable under the
Company's 1994 Stock Option Plan, as amended (the "Plan"), 89,439 Shares
issuable under the Warrant dated as of May 20, 1996, as amended, to Steven G.
Cooperman, M.D., and 7,950 Shares issuable under the Warrant dated as of May 20,
1996, as amended, to Sanford J. Hillsberg.
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 or the
warrants, as the case may be, 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 March 19, 1998 on the financial statements of Medjet Inc. and the
"SUBSEQUENT EVENT" note to the financial statements which is dated April 13,
1998, for the year ended December 31, 1997, 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
February 1, 1999
