-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fxwk8E6L0/bj/W71jhNTk4WRz1D/PRqdG6Au4Hr+AIGPvJRiWOnCfsYYFYPr2cUl 1jZ452m9dRgyYZkGY8YObw== 0000944209-99-001932.txt : 19991220 0000944209-99-001932.hdr.sgml : 19991220 ACCESSION NUMBER: 0000944209-99-001932 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991105 FILED AS OF DATE: 19991217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDJET INC CENTRAL INDEX KEY: 0000932265 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 223283541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: SEC FILE NUMBER: 001-11765 FILM NUMBER: 99776695 BUSINESS ADDRESS: STREET 1: 1090 KING GEORGE POST RD STREET 2: STE 301 CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 9087383990 MAIL ADDRESS: STREET 1: 1090 KING GEORGES POST ROAD STREET 2: SUITE 301 CITY: EDISON STATE: NJ ZIP: 08837 PRE 14C 1 PRELIMINARY INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14C-5(D)(2)) [_] Definitive Information Statement MEDJET INC. - -------------------------------------------------------------------------------- (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: -------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------- (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): -------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------- [_] 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: -------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------- Notes: MEDJET INC. 1090 Kind George Post Road, Suite 301 Edison, New Jersey 08837 -------------------------------- INFORMATION STATEMENT December __, 1999 -------------------------------- 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. Under applicable federal securities laws, the Amendment cannot be effected until at least 20 calendar days after this Information Statement is sent or given to the stockholders of the Company. 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 December __, 1999. ----------------------------------------- WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. ----------------------------------------- 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 will 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, the Company has 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 to be effected by the Amendment is expected to occur. 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. No other shares of Preferred Stock are issued or outstanding. 2 Rights of Additional Stock - -------------------------- The additional Common Stock to be authorized by the Amendment will have rights identical to currently outstanding Common Stock. The Amendment will not affect the rights of the holders of currently outstanding 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 to be 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 - ------------------ After the Amendment becomes effective on January 31, 2000, the increased number of authorized shares of Common Stock and Preferred Stock will be 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 - ------------------------ The increase in authorized Common Stock to be effected by the Amendment is 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. Furthermore, the Board believes that the limited number of currently authorized but unissued and unreserved shares of Common Stock and Preferred Stock unduly restricts the Company's ability to respond to business needs and opportunities that may arise in the future. The Amendment will afford 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. 3 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 December 21, 1999, 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, 1998), (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%.
- --------------------------------------------------------------------------------------------------------------------- Amount and Nature Name and Address of Beneficial Owner Beneficial Ownership/(1)/ Percentage of Class/(1)/ - --------------------------------------------------------------------------------------------------------------------- Adam Smith Investment Partners, L.P./(2)(7)/............. 2,080,000/(3)/ 34.8% - --------------------------------------------------------------------------------------------------------------------- Eugene I. Gordon/(4)/.................................... 1,689,287/(5)/ 30.2% - --------------------------------------------------------------------------------------------------------------------- Adam Smith & Company, Inc./(2)/.......................... 500,000/(6)/ 11.4% - --------------------------------------------------------------------------------------------------------------------- Adam - Jack M. Dodick, M.D. General Partnership/(2)(7)/.. 400,000/(8)/ 9.3% - --------------------------------------------------------------------------------------------------------------------- Adam Smith Investments, Ltd./(2)/........................ 320,000/(9)/ 7.6% - --------------------------------------------------------------------------------------------------------------------- Edward E. David, Jr...................................... 5,000/(10)/ * - --------------------------------------------------------------------------------------------------------------------- William C. Hittinger..................................... 0 -- - --------------------------------------------------------------------------------------------------------------------- Ronald B. Odrich......................................... 8,000 * - --------------------------------------------------------------------------------------------------------------------- Elias Snitzer............................................ 0 -- - --------------------------------------------------------------------------------------------------------------------- All executive officers and directors as a group (6 persons)................................. 1,724,079/(11)/ 30.7% - ---------------------------------------------------------------------------------------------------------------------
/(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 December 21, 1999, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, the beneficial owner named in the table has sole voting and investment power with respect to the shares set forth opposite such beneficial owner's name. /(2)/ The address of each of these beneficial owners is 101 East 52nd Street, New York, New York 10022. /(3)/ Consists of 1,040,000 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock and 1,040,000 shares of Common Stock issuable upon exercise of Private Placement Warrants. /(4)/ Mr. Gordon's business address is 1090 King George Post Road, Suite 301, Edison, New Jersey 08837. /(5)/ Includes 92,500 shares subject to exercisable options and warrants. /(6)/ Consists of shares issuable upon exercise of Private Placement Warrants. /(7)/ Adam Smith Capital Management, L.L.C. is the general partner of this beneficial owner and, as such, may be deemed a beneficial owner of the shares shown in the table. 4 /(8)/ Consists of 200,000 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock and 200,000 shares of Common Stock issuable upon exercise of Private Placement warrants. /(9)/ Consists of 160,000 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock and 160,000 shares of Common Stock issuable upon exercise of Private Placement Warrants. /(10)/ Consists of shares subject to exercisable options. /(11)/ Includes 117,292 shares subject to exercisable options and warrants. BY ORDER OF THE BOARD OF DIRECTORS --------------------------- Thomas M. Handschiegel Corporate Secretary Edison, New Jersey December __, 1999 5 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 --------------------------------- Thomas M. Handschiegel Secretary -----END PRIVACY-ENHANCED MESSAGE-----