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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___ to ___
Commission File Number: 1-11765
MEDJET INC.
(Exact name of Small Business Issuer 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)
(732) 738-3990
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
As of July 17, 2000, 3,901,431shares of Common Stock, par value $.001 per
share, were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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MEDJET INC.
(A Development Stage Company)
Condensed Interim Balance Sheet
June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $ 231,921
Prepaid expenses 89,666
-----------
Total Current Assets 321,587
-----------
Property and Equipment - less accumulated depreciation of $346,149 90,303
Patents and Trademarks - less accumulated amortization of $33,652 206,958
Deferred tax asset 267,063
Security deposits 4,837
-----------
Total Assets $ 890,748
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 178,736
Deferred revenues 175,000
Notes payable - Officer 150,000
-----------
Total Liabilities 503,736
-----------
Stockholders' Equity:
Common stock, $.001 par value, 30,000,000 shares authorized,
3,935,220 shares issued and 3,901,431 shares outstanding 3,935
Preferred stock, $.01 par value, 1,000,000 shares authorized, 10,400 shares
designated as Series B Convertible Preferred issued and outstanding 104
Additional paid-in capital 7,365,932
Accumulated deficit (including deficit accumulated during development
stage of $8,485,929 of which $1,556,204 was applied to additional
paid-in capital upon conversion from an "S" to a "C" corporation) (6,981,259)
Less: Treasury stock, 33,789 shares, at cost (1,700)
-----------
Total Stockholders' Equity 387,012
-----------
Total Liabilities and Stockholders' Equity $ 890,748
===========
</TABLE>
See notes to the condensed interim financial statements.
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MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Operations
For The Three and Six Months Ended June 30, 2000 and 1999
And The Period From December 16, 1993 (Date of Inception), to June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended Six Months Ended December 16, 1993
June 30, June 30, (Inception) to
----------------------------- -----------------------------
2000 1999 2000 1999 June 30, 2000
------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Revenues:
License fee income $ -- $ 55,000 $ -- $ 175,000 $ 675,000
------------ ------------ ------------ ------------ ------------
Total revenues -- 55,000 -- 175,000 675,000
------------ ------------ ------------ ------------ ------------
Expenses:
Research, development,
general and administrative 363,222 390,916 713,938 731,171 10,032,146
------------ ------------ ------------ ------------ ------------
Total expenses 363,222 390,916 713,938 731,171 10,032,146
------------ ------------ ------------ ------------ ------------
Loss from Operations (363,222) (335,916) (713,938) (556,171) (9,357,146)
Other Income (Expense):
Net interest income 2,924 1,613 13,916 4,205 278,498
------------ ------------ ------------ ------------ ------------
Loss Before Income Tax (360,298) (334,303) (700,022) (551,966) (9,078,648)
Income tax 240 200 240 200 (592,719)
------------ ------------ ------------ ------------ ------------
Net Loss (360,538) (334,503) (700,262) (552,166) (8,485,929)
Dividends on Preferred Stock -- -- -- -- 184,923
------------ ------------ ------------ ------------ ------------
Net Loss Attributable to
Common Shareholders $ (360,538) $ (334,503) $ (700,262) $ (552,166) $ (8,670,852)
============ ============ ============ ============ ============
Net Loss Per Share $ (0.09) $ (0.09) $ (0.18) $ (0.14) $ (2.69)
============ ============ ============ ============ ============
Weighted average common and
equivalent shares outstanding 3,901,431 3,891,855 3,901,431 3,886,536 3,217,694
============ ============ ============ ============ ============
</TABLE>
See notes to the condensed interim financial statements.
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MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Cash Flows
For The Six Months Ended June 30, 2000 and 1999
And The Period From December 16, 1993 (Date of Inception), to June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended Period from
June 30, December 16, 1993
--------------------------- (Inception) to
2000 1999 June 30, 2000
------------ ------------ -----------------
<S> <C> <C> <C>
Cash Flows from Operating Activities $ (732,587) $ (297,620) $(8,031,947)
Cash Flows from Investing Activities (49,241) (3,250) (759,066)
Cash Flows from Financing Activities (50,000) -- 9,022,934
----------- ----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents (831,828) (300,870) 231,921
Cash and Cash Equivalents - Beginning of Period 1,063,749 343,594 --
----------- ----------- -----------
Cash and Cash Equivalents - End of Period $ 231,921 $ 42,724 $ 231,921
=========== =========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Income taxes $ 240 $ 200 $ 840
=========== =========== ===========
Interest expense $ 8,252 $ 168 $ 33,737
=========== =========== ===========
</TABLE>
See notes to the condensed interim financial statements.
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MEDJET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE
CONDENSED INTERIM FINANCIAL STATEMENTS
NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:
(1) NATURE OF ORGANIZATION:
Medjet Inc. (the "Company") was incorporated in the State of Delaware
on December 16, 1993, and is in the development stage. The Company is
engaged in research and development of medical technology, with a
current emphasis on ophthalmic surgical technology and equipment.
(2) BASIS OF PRESENTATION:
The Condensed Interim Financial Statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as permitted by such rules
and regulations.
The Condensed Interim Financial Statements included herein reflect, in
the opinion of management, all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the results for the
interim periods. The results of operations for the three and six month
periods ended June 30, 2000 are not necessarily indicative of results
to be expected for the fiscal year ending December 31, 2000.
NOTE B - NET LOSS PER SHARE:
Net loss per share, in accordance with the provisions of Financial
Accounting Standards No. 128, "Earnings Per Share," is computed by
dividing net loss by the weighted average number of shares of Common
Stock outstanding during the period. Common Stock equivalents have not
been included in this computation as the effect would be
anti-dilutive.
NOTE C - LICENSE AGREEMENT:
In July 1998, the Company entered into an agreement with Nestle S.A.
("Nestle") granting Nestle and its wholly-owned subsidiary, Alcon
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Laboratories, Inc. ("Alcon"), an exclusive, worldwide license for the
use of the Company's proprietary microjet technology for corneal
refractive surgery. Under the terms of the agreement, Alcon was to
make a best effort to obtain regulatory clearance or approval,
manufacture, promote and market certain refractive microjet devices
and consumables developed by the Company.
Among other things, the agreement provided for future payments based
on the attainment of certain milestones, minimum royalty payments
starting in the year 2000, royalties upon sales by Alcon of the
Company's products and payments to the Company to cover the cost of
the transfer to Alcon of the Company's technology, some of which
payments were to be credited against future royalties owed to the
Company. The Agreement was terminable on three months' notice and, on
December 13, 1999, the Company received notice of Alcon's termination
of the Agreement. Alcon offered no reason for the termination.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS QUARTERLY REPORT ON FORM 10-QSB, INCLUDING ANY DOCUMENTS THAT ARE
INCORPORATED BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. GENERALLY, SUCH
STATEMENTS ARE INDICATED BY WORDS OR PHRASES SUCH AS "ANTICIPATE," "EXPECT,"
"INTEND," "MANAGEMENT BELIEVES" AND SIMILAR WORDS AND PHRASES. SUCH STATEMENTS
ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS AND ARE SUBJECT TO RISKS,
UNCERTAINTIES AND ASSUMPTIONS. CERTAIN OF THESE RISKS ARE DESCRIBED OR REFERRED
TO BELOW OR IN THE INTRODUCTION TO PART I OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, ON FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND ARE INCORPORATED HEREIN BY THIS REFERENCE. SHOULD
ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING
ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE
ANTICIPATED, EXPECTED, INTENDED OR BELIEVED.
GENERAL
The Company is engaged in research and development for manufacture of medical
technology, with a current emphasis on ophthalmic surgical technology and
equipment, and has developed a proprietary technology and derivative devices for
corneal surgery based on microjets. The Company expects, during the remainder of
2000, assuming the appropriate regulatory clearances are obtained, to continue
its research and development activities, focusing principally on ophthalmic
surgical technology and equipment, and to offer for sale its first microjet
microkeratome product. It also expects to commence early exploratory work on
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dental applications of microjet technology. The Company is a development stage
company.
RESULTS OF OPERATIONS
The Company has not yet initiated sales of its products and, consequently, had
no sales revenues during the three or six months ended June 30, 2000 or the
comparable periods in 1999.
Total expenses during the three months ended June 30, 2000 decreased by $27,694
(7.1%) to $363,222 from $390,916 for the comparable period of 1999. This was
primarily due to a decrease in legal fees, principally related to the reduced
activities in the NJIT litigation (see "Legal Proceedings"). This decrease was
offset in part by increased purchases for materials, testing and analysis and
other costs associated with continuing development activities.
During the six months ended June 30, 2000, total expenses decreased by $17,233
(2.4%) to $713,938 from $731,171 for the comparable period of 1999, generally
for the same reasons as during the three-month period.
Other income/expense consists of interest income, interest expense and finance
charges. Net interest income for the three months ended June 30, 2000 increased
by $1,311 to $2,924 from $1,613 for the comparable period of 1999. This increase
resulted principally from income earned on the Company's short-term investments,
which were higher in the 2000 period, reflecting the funds received through the
Company's issuance of preferred stock and the sale of its New Jersey State tax
credits. See "Liquidity and Capital Resources" below.
For the six months ended June 30, 2000, net interest income increased by $9,711
to $13,916 from $4,205 for the comparable period of 1999 for the same reasons as
during the three-month period.
LIQUIDITY AND CAPITAL RESOURCES
Throughout the second half of 1998 and into 1999, the Company sought additional
capital to finance its 1999 and 2000 business plans. Pending obtaining
additional financing, the Company made the decision to curtail several
operational activities as well as to downsize its employee base in order to
husband and stretch its existing capital to the next financing. In October and
November 1998, the Company dismissed 9 of its 19 employees and also
significantly reduced the salary of the management group, in some cases by up to
50%. The specific goal was to reduce the Company's monthly expenditures by 60%,
to approximately $100,000.
In December 1999, the Company commenced a private placement of its Series B
Convertible Preferred Stock at a price of $125 per share. The Preferred is
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convertible into 100 shares of Common Stock for each share of Preferred, subject
to adjustment for any stock splits, stock dividends, recapitalizations,
reclassifications and similar events. At the closing for this private placement,
held on December 6, 1999, the Company sold and issued 16,000 shares of Preferred
for an aggregate price of $2,000,000. In addition, the investors received
five-year warrants to purchase 1,600,000 shares of Common Stock at an exercise
price of $3.50 per share. The Company also entered into an investment banking
agreement with a New York firm affiliated with certain of the investors, and
issued the firm 500,000 warrants with the same terms.
On January 28, 2000, the Company returned $700,000 of the $2,000,000 aggregate
price received from the sale of the Series B Preferred pursuant to an agreement,
dated January 28, 2000, under which the Company received a return of a
proportionate number of the Series B Preferred and Series B 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.
In January 1998, the State of New Jersey enacted legislation allowing emerging
technology and/or biotechnology companies to sell their unused New Jersey Net
Operating Loss ("NOL") Carryover and Research and Development Tax Credits ("R&D
Credits") to corporate taxpayers in New Jersey. During 1999, the Company entered
into an agreement under which it retained a third party broker to identify a
buyer for the Company's NOL Carryover and R&D Credits. The total anticipated net
proceeds of this transaction ($594,209) were recorded as a non-current deferred
tax asset in the accompanying financial statements. Due to limitations placed by
the State of New Jersey on the total amount of NOL Carryover and R&D Credits
eligible to be sold in any one year, the sale of only a portion of the Company's
NOL Carryover and R&D Credits ($327,000) was completed in 1999. The receipt of
these funds, on December 16, 1999, was recorded as a reduction to the
non-current deferred tax asset in the accompanying financial statements. The
sale of the remaining balance of the Company's NOL Carryover and R&D Credits is
anticipated by the end of the third quarter of 2000. There can be no assurances,
however, that this proposed sale will occur. To the extent that the NOL
Carryover and R&D Credits are sold, they will be unavailable to the Company to
offset future New Jersey state taxes.
During March 1999, Eugene I. Gordon, Ph.D., the Company's Chairman and Chief
Executive Officer, agreed to make available to the Company a loan of up to
$250,000. Under the terms of this agreement, the Company issued to Dr. Gordon
warrants to purchase up to 50,000 shares of the Company's Common Stock and
agreed to pay a market interest rate on amounts borrowed. During 1999, amounts
advanced under this agreement totalled $250,000. At December 31, 1999, $100,000
of this amount, plus accrued interest, had been repaid.
The Company anticipates that its cash on hand, plus the loan available from Dr.
Gordon and the sale of its New Jersey State NOL Carryover and R&D Credits, will
be sufficient to meet the Company's 2000 working capital and planned capital
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expenditure requirements. If, however, the Company incurs unexpected expenses,
or if the remaining New Jersey NOL Carryover and R&D Credits are not sold as
anticipated, the Company may require additional financing prior to the end of
2000 in order to maintain its current operations. The Company currently has no
commitment or arrangement for any capital, and there can be no assurance whether
or on what terms it will be able to obtain any needed capital. If additional
financing is not available, the Company would be materially adversely affected
and be required to further curtail or cease altogether its current operations.
During 2000, the Company intends to seek additional funding in order to
accelerate its product development efforts and augment its working capital.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company has been in the development stage and has not sold any products. To
date, the Company's research and development activities on vision correction
have been limited to constructing and testing experimental versions of
microkeratomes for eye surgery and conducting a limited number of feasibility
studies using enuleated porcine, rabbit and human cadaver eyes and live rabbits
to prove that the beam of water can smoothly incise and shape the anterior
surface of the cornea and that the cornea will heal properly after the surgery.
Human blind eye trials are anticipated to begin in the third quarter of 2000.
Assuming success in these trials, the Company plans to introduce a microkeratome
product later this year.
The Company is currently in discussions regarding a contract to supply, for
non-ophthalmic uses on an OEM basis, its Hydrobrush(TM) Keratome, which was
cleared for marketing by the U.S. Food and Drug Administration ("FDA") in 1998.
In July 1998, the Company entered into an agreement with Nestle S.A. ("Nestle")
pursuant to which the Company granted Nestle and its wholly-owned subsidiary,
Alcon Laboratories, Inc. ("Alcon"), an exclusive, worldwide license for the use
of the Company's proprietary microjet technology for corneal refractive surgery.
Under the terms of the license agreement ("Agreement"), Alcon was to make a best
effort to register, manufacture, promote and market refractive microjet devices
and consumables developed by the Company. Among other things, the Agreement
provided for future payments based on the attainment of certain milestones,
minimum royalty payments starting in the year 2000, royalties upon sales by
Alcon of the Company's products and payments to the Company to cover the cost of
the transfer to Alcon of the Company's technology, some of which payments were
to be credited against future royalties owed to the Company. The Agreement was
terminable on three months' notice and, on December 13, 1999, the Company
received notice of Alcon's termination of the Agreement. Alcon offered no reason
for the termination.
The Company had budgeted a minimum annual royalty payment from Nestle of
$500,000 for the year 2000. While Nestle had advised the Company that, based on
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its interpretation of the Agreement, no royalty was due, discussions are
currently being held and a settlement is expected shortly.
The Company currently is assessing its plans for ophthalmologic applications for
its microjet technology in light of the termination of the Alcon agreement.
Although the Company currently intends to undertake the manufacture and
marketing of its microjet products on a limited scale, it continues to have
discussions with several potential strategic partners and is investigating other
possible arrangements for larger-scale manufacturing, marketing and
distribution. These discussions are in the early stages, and no formal
understanding or agreement has been reached with any potential strategic
partner. The Company's objective in entering into any such arrangements would be
to obtain adequate funding to support development of other products, in addition
to their manufacture, promotion and marketing. In such event, the Company would
be subject to the risks and uncertainties described under "Additional Factors
That May Affect Future Results - No Manufacturing Experience; Dependence on
Third Parties," in the Company's Annual Report on Form 10-KSB, which information
is incorporated herein by reference.
The Company has filed a patent application and is evaluating the potential use
of waterjets for treatment of dental caries. Initial feasibility tests have been
promising and the Company believes this development program may yield a product
with significant market potential.
The Company's dependence on third parties for the manufacture of its products
may adversely affect the Company's profit margins and its ability to develop and
deliver such products on a timely basis. Moreover, there can be no assurance
that such third parties will perform adequately, and any failures by third
parties may delay the submission of products for regulatory approval, impair the
Company's ability to deliver products on a timely basis, or otherwise impair the
Company's competitive position and any such failure could have a material
adverse effect on the Company.
If the Company does not enter into license or distribution arrangements with
respect to its products, it may undertake the marketing and sale of its own
products. In such event, the Company intends to market and sell its products in
the United States and certain foreign countries, if and when regulatory approval
is obtained, through a direct sales force or a combination of a direct sales
force and distributors. The Company currently has no marketing organization and
has never sold a product. Establishing sufficient marketing and sales
capabilities will require significant resources. There can be no assurance that
the Company will be able to recruit and retain skilled sales management, direct
salespersons or distributors, or that the Company's marketing or sales efforts
will be successful. To the extent that the Company enters into distribution
arrangements for the sale of its products, the Company will be dependent on the
efforts of third parties. There can be no assurance that such efforts will be
successful.
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
New Jersey Institute of Technology
On April 21, 1998, the Company was served with a complaint by the New Jersey
Institute of Technology ("NJIT") commencing a lawsuit in the United States
District Court for the District of New Jersey ("U.S. District Court"). Each of
the Company, Eugene I. Gordon, Ph.D. (the Company's Chairman and Chief Executive
Officer), a former employee of the Company, certain patent law firms and an
individual patent attorney were named as defendants. The complaint alleged that
the defendants, with deceptive intent, failed to name an NJIT professor and/or
NJIT research associate as a co-inventor on the Company's U.S. Patent No.
5,556,406 on the "Lamellar Surgical Device and Procedure" (the "Patent") and
breached fiduciary duties and contractual obligations owed to NJIT. The
complaint sought monetary damages from the Company and an order directing that
the Company's Patent (and corresponding foreign patents and patent applications)
be assigned and transferred to NJIT. It further sought an order that NJIT has
not infringed any claims of such Patent and a declaratory judgement that all of
the Company's claims under such Patent are invalid and unenforceable against
NJIT.
NJIT had submitted a patent application relating to a different refractive
corrective procedure based on the use of an isotonic waterjet to the U.S. Patent
and Trademark Office. That patent and a related divisional patent have recently
issued. The three inventors of the subject of such patent application, one of
which was Dr. Gordon, had assigned such patent application to NJIT as part of a
dispute settlement in which NJIT agreed to grant an exclusive license to the
Company of the patent rights under such patent application. That license was
terminated by the Company based on its evaluation of the patent potential. In
its U.S. District Court pleas, NJIT claimed that the Company's Patent emanates
from the earlier invention. Prior to being served with the complaint by NJIT,
the Company and Dr. Gordon filed a complaint, on March 27, 1998, against NJIT in
the Superior Court of the State of New Jersey, Middlesex County ("State Court"),
seeking a declaratory judgement that NJIT had no ownership or other interest in
the rights to the Company's Patent and seeking payment for damages. NJIT removed
the Company's lawsuit to the U.S. District Court, seeking to have it
consolidated with its lawsuit. The Company moved to have its suit remanded to
the State Court and to have the NJIT lawsuit dismissed on the grounds that the
federal court lacked jurisdiction over either action.
During October 1998, the lawsuit brought in U.S. District Court by NJIT was
dismissed on jurisdictional grounds. In addition, the U.S. District Court also
held that NJIT improperly removed the Company's state court action and ordered
that action remanded to the state court. NJIT appealed the remand action and
appealed the dismissal of its lawsuit brought in U.S. District Court. These
appeals were dismissed. On April 26, 1999, NJIT commenced a second action in
U.S. District Court. NJIT alleged that the defendants failed to name a NJIT
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professor and/or a NJIT research associate as co-inventors of the Patent and
breached fiduciary duties and contractual obligations owed to NJIT. As in the
first federal court action, NJIT sought monetary damages, an order directing
that the Company's Patent, foreign patents and patent applications be assigned
and transferred to NJIT, a declaratory judgement that all of the claims of the
Company's Patent are invalid and unenforceable against NJIT and an order
amending the named inventors of the Company's Patent to include the NJIT
professor and/or the NJIT research associate. On June 30, 2000, the motion by
Medjet to dismiss the action against the Company, Dr. Gordon and the former
employee of the Company was granted by the U.S. District Court. On July 13,
2000, NJIT appealed the June 30, 2000 order dismissing the second federal
action. NJIT's appeal does not alter the Company's position that the June 30,
2000 order was correct.
With respect to the Company's lawsuit against NJIT, NJIT has asserted similar
counterclaims and/or third party claims against each of the Company, Dr. Gordon,
a former patent attorney for the Company, a former employee of the Company and
certain patent law firms. A Motion for Summary Judgement in favor of the former
patent attorney and the law firms was previously granted and, on May 22, 2000,
the Superior Court of New Jersey granted the Company's Motion for Summary
Judgement, dismissing NJIT's claims to ownership of the Patent. The Company will
seek damages from NJIT. On June 30, 2000, NJIT filed a Motion for
Reconsideration of the judge's ruling arguing primarily that the lawsuit should
be heard in U.S. District Court but also questioning the judge's decision to
dismiss the lawsuit.
Other
On April 16, 1999, the Company was served with a complaint commencing a lawsuit
in the United States District Court for the District of New Jersey by Robert G.
Donovan, a former officer and director, seeking payment of $129,500 for services
alleged to have been performed by Mr. Donovan as a temporary Co-President for
the Company. A compensation package approved by the Company's Board of Directors
and offered by the Company previously had been rejected by Mr. Donovan. The
Company believes the probability of a significant unfavorable outcome is remote.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on June 23, 2000. The only
proposal submitted by the Board of Directors to the stockholders for
consideration was the election of directors.
As to the election of directors, the number of votes cast in favor of each
nominee was as follows:
Eugene I. Gordon, Ph.D. 4,065,219 votes for and 12,325 votes withheld
Edward E. David, Jr., Sc.D. 4,064,269 votes for and 13,275 votes withheld
William C. Hittinger 4,064,269 votes for and 13,275 votes withheld
Ronald B. Odrich, D.D.S. 4,065,219 votes for and 12,325 votes withheld
Elias Snitzer, Ph.D. 4,064,269 votes for and 13,275 votes withheld
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
None
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 21, 2000 MEDJET INC.
/s/ Eugene I. Gordon
----------------------------------------------
Eugene I. Gordon, Ph.D.
Chairman of the Board and
Chief Executive Officer
/s/ Thomas M. Handschiegel
----------------------------------------------
Thomas M. Handschiegel
Vice President - Finance and
Human Resources
(Principal financial and accounting officer)
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
15
