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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D)(2))
[X] Definitive Information Statement
MEDJET INC.
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(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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MEDJET INC.
1090 King George Post Road, Suite 301
Edison, New Jersey 08837
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INFORMATION STATEMENT
March 8, 2000
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This Information Statement is being furnished to the stockholders of Medjet
Inc., a Delaware corporation (the "Company"), in connection with an amendment
(the "Amendment") to the Company's Amended and Restated Certificate of
Incorporation approved on November 5, 1999 by written consent of the holders of
a majority of the outstanding shares of Common Stock of the Company. A copy of
the Amendment is attached as Appendix A to this Information Statement.
On November 5, 1999, 3,901,431 shares of the Company's Common Stock were
issued and outstanding. Each share of Common Stock was entitled to one vote with
respect to the approval of the Amendment. The Board of Directors of the Company
established December 21, 1999 as the record date for determining stockholders
entitled to receive this Information Statement. The approximate date on which
this Information Statement is first being sent or given to stockholders is March
9, 2000.
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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AMENDMENT TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
In November 1999, the Board of Directors of the Company adopted, subject to
the approval of the Company's stockholders, the Amendment to increase the number
of authorized shares of Common Stock from 7,000,000 shares to 30,000,000 shares
and resetting the Company's authorized number of shares of Preferred Stock from
890,000 to 1,000,000. In accordance with Section 228 of the Delaware General
Corporation Law, stockholders owning a majority of the outstanding Common Stock
approved the Amendment by written consent, without a meeting, on November 5,
1999. The Amendment was filed and accepted by the Delaware Secretary of State
on November 22, 1999, with a delaying provision that it would not become
effective until January 31, 2000.
Current Use Of Shares
As of November 5, 1999, 3,901,431 shares of Common Stock were outstanding and
the Board had reserved an aggregate of 631,354 additional shares for future
issuance, including: (a) 348,550 shares reserved for issuance upon exercise of
outstanding options granted or to be granted under the 1994 stock option plan
and (b) 282,804 shares reserved for issuance upon the exercise of outstanding
options and warrants granted outside the 1994 stock option plan (after giving
effect to the expiration of certain warrants which expired following November
5). As a result, as of November 5, 1999 the Company had approximately 2,467,215
authorized but unissued and unreserved shares of Common Stock available for
future issuance.
On November 5, 1999, the Company also had authorized 890,000 shares of
Preferred Stock, none of which were outstanding.
As previously reported by the Company, on December 6, 1999, the Company
completed a private placement (the "Private Placement") of 16,000 shares of a
newly created Series B Convertible Preferred Stock (the "Series B Preferred
Stock") and warrants (the "Private Placement Warrants") to purchase 1,600,000
shares of Common Stock at an exercise price of $3.50 per share. Each share of
Series B Preferred Stock initially is convertible into 100 shares of Common
Stock, subject to antidilution adjustments. The exercise price and number of
shares of Common Stock purchasable under the Private Placement Warrants also are
subject to antidilution adjustments. The Private Placement Warrants may not be
exercised until after January 31, 2000, when the increase in authorized shares
of Common stock effected by the Amendment occurred. In connection with the
Private Placement, the Company also issued Private Placement Warrants to
purchase 500,000 shares of Common Stock to Adam Smith & Company, Inc. ("ASC")
pursuant to an investment banking agreement, dated December 3, 1999, entered
into between the Company and ASC.
As previously reported by the Company, on January 28, 2000, the Company
returned $700,000 of the $2,000,000 aggregate purchase price received from the
sale of the Series B Preferred Stock. In light of the termination of the
Company's exclusive worldwide Refractive Surgery License Agrement with Alcon on
December 13, 1999, and in order to resolve any possible disputes relating to the
termination, the Company and the investors reevaluated the assumptions on which
the original investment was made and determined that a return of a portion of
the original investment was appropriate. The return of funds was made pursuant
to an agreement, dated January 28, 2000, under which the Company received a
return of a proportionate share of the Series B Preferred Stock and Private
Placement Warrants issued in the Private Placement. In connection with this
agreement, the investment banking agreement entered into by the Company at the
time of the original investment also was cancelled.
No other shares of Preferred Stock are issued or outstanding.
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Rights of Additional Stock
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The additional shares of Common Stock authorized by the Amendment have rights
identical to currently outstanding shares of Common Stock. The Amendment does
not affect the rights of the holders of currently outstanding shares of Common
Stock, except for effects incidental to increasing the number of shares of
Common Stock outstanding upon any issuance of these additional shares.
As is the case with respect to the Company's currently authorized and
unissued shares of Preferred Stock, the additional Preferred Stock authorized by
the Amendment may be issued by the Board of Directors in one or more series with
such voting powers, designations, and preferences as the Board may
determine.
Effect of Proposal
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The increased number of authorized shares of Common Stock and Preferred Stock
are available for issuance, from time to time, for such purposes and
consideration and on such terms as the Board may approve, and no further vote of
the Company's stockholders will be sought except as required by applicable law.
The existence of additional authorized shares of Common Stock and Preferred
Stock could have the effect of rendering more difficult or discouraging hostile
takeover attempts. The Board, however, is not aware of any existing or planned
effort to accumulate material amounts of the Company's Common Stock, or to
acquire the Company by means of a merger, tender offer, solicitation of proxies
in opposition to management, or otherwise, or to change the Company's
management, nor is the Board aware of any person having made any offer to
acquire the Company's Common Stock or assets.
Reason for the Amendment
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The increase in authorized Common Stock effected by the Amendment was
necessary to enable the Company to fulfill its obligations to the participants
in the Private Placement by making available a sufficient number of shares of
Common Stock to permit the possible conversion and exercise in full of the
Series B Preferred Stock and the Private Placement Warrants.
The Board also believes that the limited number of currently
authorized but unissued and unreserved shares of Common Stock and Preferred
Stock may unduly restrict the Company's ability to respond to business needs and
opportunities that may arise in the future. The Amendment affords the
Company added flexibility by increasing the number of authorized but unissued
shares of Common Stock, as well as Preferred Stock, for financing requirements,
stock splits, and other corporate purposes. Apart from the Private Placement
described above, however, the Company has no current plan or agreement to sell
or issue any additional shares of Common Stock or Preferred Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 3, 2000, by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) the Company's Chief Executive Officer (no other
executive officer received compensation in excess of $100,000 for the year ended
December 31, 1999), (iii) each director of the Company and (iv) all executive
officers and directors of the Company as a group. All information with respect
to beneficial ownership has been furnished to the Company by the respective
beneficial owners. An asterisk denotes beneficial ownership of less than 1%.
<TABLE>
<CAPTION>
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Amount and Nature
Name and Address of Beneficial Owner Beneficial Ownership/(1)/ Percentage of Class/(1)/
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<S> <C> <C>
Richard Grossman/(2)/.................................... 1,989,000/(3)(4)/ 33.8%
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Orin Hirschman/(2)/...................................... 1,983,800/(4)(5)/ 33.7%
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Eugene I. Gordon/(6)/.................................... 1,739,287/(7)/ 43.0%
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Adam-Jack M. Dodick, M.D. General Partnership/(2)/....... 260,000/(8)/ 6.25%
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Edward E. David, Jr...................................... 5,000/(9)/ *
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William C. Hittinger..................................... 0 --
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Ronald B. Odrich......................................... 8,000 *
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Elias Snitzer............................................ 0 --
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All executive officers and directors
as a group (six persons)............................... 1,776,995/(10)/ 43.6%
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</TABLE>
/(1)/ Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission"). In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock subject to convertible
securities or options and warrants held by that person that are currently
convertible or exercisable, or that are convertible or exercisable within
60 days of March 3, 2000, are deemed outstanding. Such shares,
however, are not deemed outstanding for the purposes of computing the
percentage ownership of any other person. Except as indicated in the
footnotes to this table, the beneficial owner named in the table has sole
voting and investment power with respect to the shares set forth opposite
such beneficial owner's name.
/(2)/ The address of each of these beneficial owners is 101 East 52nd Street,
New York, New York 10022.
/(3)/ Consists of 832,000 shares issuable upon conversion of Series B Preferred
Stock and 1,157,000 shares issuable upon exercise of Private Placement
Warrants. Mr. Grossman, together with his wife, Ana Grossman, as joint
tenants with right of survivorship, owns directly 104,000 of the shares
shown, consisting of 52,000 shares issuable upon conversion of Series B
Preferred Stock and 52,000 shares issuable upon exercise of Private
Placement Warrants.
/(4)/ Mr. Grossman and Mr. Hirschman may be deemed the beneficial owners of
1,885,000 of the shares shown by virtue of being co-owners of each of Adam
Smith & Company, Inc. ("ASC"), Adam Smith Capital Management LLC ("ASCM"),
and Diamond Capital Management, Inc. ("DCM"). DCM is the Investment
Manager of Adam Smith Investments, Ltd., a British Virgin Islands
corporation ("ASI"). ASCM is the sole general partner of Adam Smith
Investment Partners, L. P. ("ASIP"). Mr. Grossman and Mr. Hirschman are
the sole officers and directors of ASC and DCM and the only member-
managers of ASCM. All of such 1,885,000 shares are owned, directly or
indirectly, by ASC, DCM, ASI and ASCM.
/(5)/ Includes 829,400 shares issuable upon conversion of Series B Preferred
Stock and 1,154,400 shares issuable upon exercise of Private Placement
Warrants. Mr. Hirschman owns directly 98,800 of the shares shown,
including 49,400 shares issuable upon conversion of Series B Preferred
Stock and 49,400 shares issuable upon exercise of Private Placement
Warrants.
/(6)/ Mr. Gordon's business address is 1090 King Georges Post Road, Suite 301,
Edison, New Jersey 08837.
/(7)/ Includes 142,500 shares subject to exercisable options and warrants.
/(8)/ Consists of 130,000 shares of Common Stock issuable upon conversion of
shares of Series B Preferred Stock and 130,000 shares of Common Stock
issuable upon exercise of Private Placement Warrants.
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/(9)/ Consists of shares subject to exercisable options.
/(10)/ Includes 170,208 shares subject to exercisable options and warrants.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas M. Handschiegel
---------------------------
Thomas M. Handschiegel
Corporate Secretary
Edison, New Jersey
March 8, 2000
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APPENDIX A
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDJET INC.
Medjet Inc., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that:
I. The amendment to the Corporation's Amended and Restated Certificate of
Incorporation set forth below was duly adopted in accordance with the provisions
of Section 242 and has been consented to in writing by the stockholders, and
written notice has been given, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
II. Article Fourth of the Corporation's Amended and Restated
Certificate of Incorporation is amended to read in its entirety as follows:
FOURTH: The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 31,000,000, of which
30,000,000 shall be shares of common stock, par value $.001 per share (the
"Common Stock"), and 1,000,000 shall be shares of preferred stock, par
value $.01 per share (the "Preferred Stock"). Shares of the Preferred
Stock may be issued in one or more series. The number of shares included
in any series of Preferred Stock and the full or limited voting powers, if
any, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations or restrictions,
of Preferred Stock or any series of Preferred Stock shall be stated in the
resolution or resolutions providing for the issuance of Preferred Stock or
such series of Preferred Stock adopted by the Board of Directors of the
Corporation (the "Board").
III. This Certificate of Amendment shall be effective on January 31, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Thomas M. Handschiegel, its Secretary, this 22nd day
of November 1999.
MEDJET INC.
By: /S/ Thomas M. Handschiegel
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Thomas M. Handschiegel
Secretary
