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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|[X]
Filed by a Party other than the Registrant |_|[_]
Check the appropriate box:
|_|[_] Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
|X|[X] Definitive Proxy Statement
|_|[_] Definitive Additional Materials
|_|[_] Soliciting Material Pursuant to Section(S) 240.14a-11(c) or Section(S) 240.14a-12
- --------------------------------------------------------------------------------
MEDJET INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
------------------------------------------------------------------------INC
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X|[X] No fee required.
|_|[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)(4) and 0-11.
1)(1) Title of each class of securities to which transaction applies:
N/A
2)-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
NA
3)-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set(Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
4)-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
5)-------------------------------------------------------------------------
(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)(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
MEDJET INC.
1090 King Georges Post Road
Suite 301
Edison, New Jersey 08837
_______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 1997 AND
PROXY STATEMENT
May 9, 1997
MEDJET INC.
1090 KING GEORGES POST ROAD
SUITE 301
EDISON, NEW JERSEY 08837
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 1997
------------------------JULY 16, 1999
_______________________
To the Stockholders of Medjet Inc.:
NOTICE IS HEREBY GIVEN that the 19971999 Annual Meeting of Stockholdersthe stockholders of
Medjet Inc., a Delaware corporation (the "Company"), will be held on June 27,
1997Friday,
July 16, 1999 at 1090 King Georges Post Road, Suite 505, Edison,Temple Beth-El Mekor Chayim, 338 Walnut Avenue, Cranford, New
Jersey 07016 (telephone 908-276-9231) at 10:00
a.m.9:30 A.M., local time, for the
following purposes:
1. To elect five directors to hold office until the 19982000 Annual
Meeting of Stockholders;
2. To amend the Company's 1994 Stock Option Plan to increase the
number of shares of Common Stock available for issuance
thereunder; and
3. To transact such other business as may properly be presented at
the 19971999 Annual Meeting of Stockholders and at any adjournments
or post-
ponementspostponements thereof.
The Board of Directors has fixed the close of business on April 30, 1997May 21, 1999 as the
record date for the purpose of determining stockholders who are entitled to
notice of and to vote at the 19971999 Annual Meeting and any adjournments or
postponements thereof. A list of such stockholders will be available during
regular business hours at the Company's headquarters for the ten days before the
meeting,Annual Meeting, for inspection by any stockholder for any purpose germane to the
meeting. To ensure that your shares will be represented at the 1999 Annual
Meeting, please mark and sign the enclosed proxy card and return it in the
enclosed envelope whether or not you plan to attend.
By Order of the Board of Directors,
Thomas M. Handschiegel
SECRETARYSecretary
Edison, New Jersey
May 9, 1997June 16, 1999
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 19971999 ANNUAL
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF
YOU WISH, EVEN IF YOU PREVIOUSLY RETURNED YOUR PROXY.
- --------------------------------------------------------------------------------
MEDJET INC.
1090 KING GEORGES POST ROAD
SUITEKing Georges Post Road
Suite 301
EDISON, NEW JERSEYEdison, New Jersey 08837
----------------------______________________
PROXY STATEMENT
----------------------______________________
This Proxy Statement is being furnished to stockholders of Medjet Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Company's Board of Directors (the "Board") from holders of the
outstanding shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"), for use at the 19971999 Annual Meeting of Stockholders of the
Company to be held on June 27, 1997July 16, 1999 at 1090 King Georges Post Road, Suite 505,
Edison,Temple Beth-El Mekor Chayim, 338 Walnut
Avenue, Cranford, New Jersey 07016 (telephone 908-276-9231) at 10:00 a.m.9:30 A.M., local
time, and at any adjournments or postponements thereof (the "Annual Meeting"),
for the purpose of considering and acting upon the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders.
Only holders of record of Common Stock as of the close of business on April 30, 1997May 21,
1999 (the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. At the close of business on such date, the Company had 3,648,6663,881,158
shares of Common Stock issued and outstanding held by approximately 3460
stockholders of record. Holders of Common Stock are entitled to one vote on
each matter considered and voted upon at the Annual Meeting for each share of
Common Stock held of record as of the Record Date. Holders of Common Stock may
not cumulate their votes for the election of directors. Shares of Common Stock
represented by a properly executed proxy, if such proxy is received in time and
not revoked, will be voted at the Annual Meeting in accordance with the
instructions indicated in such proxy. IF NO INSTRUCTIONS ARE INDICATED, SHARES
REPRESENTED BY PROXY WILL BE VOTEDIf no instructions are indicated, shares
represented by proxy will be voted "FOR" THE ELECTION, AS DIRECTORS OF THE
COMPANY, OF THE FIVE NOMINEES NAMED BELOW TO SERVE UNTIL THE 1998 ANNUAL MEETING
OF STOCKHOLDERS,the election, as directors of the
Company, of the five nominees named below to serve until the 2000 Annual Meeting
of Stockholders, "FOR" THE AMENDMENT TO THE COMPANY'Sthe amendment to the Company's 1994 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER
AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER WHICH MAY
PROPERLY BE PRESENTED AT THE ANNUAL MEETING.Stock Option Plan to
increase the number of shares of Common Stock available for issuance thereunder
and, in the discretion of the proxyholders, as to any other matter which may
properly be presented at the Annual Meeting. The Proxy Statement and the
accompanying proxy card are being mailed to Company stockholders beginning on or
about May 9, 1997.June 18, 1999.
Any holder of Common Stock giving a proxy in the form accompanying the Proxy
Statement has the power to revoke the proxy prior to its use. A proxy can be
revokedrevoked: (i) by an instrument of revocation delivered prior to the Annual
Meeting to the Secretary of the Company, (ii) by a duly executed proxy bearing a
later date or time than the date or time of the proxy being revoked, or (iii) at
the Annual Meeting if the stockholder is present and elects to vote in person.
Mere attendance at the Annual Meeting will not serve to revoke the proxy. All
written notices of revocation of proxies should be addressed as follows: Medjet
Inc., 1090 King Georges Post Road, Suite 301, Edison, New Jersey 08837,
Attention: Corporate Secretary.
A majorityAny holder of shares entitledCommon Stock wishing to name as his or her proxy someone other
than those designated on the enclosed proxy card may do so by crossing out the
names of the two designated proxyholders and inserting the name(s) of the
person(s) he or she wishes to have act as his or her proxy. No more than two
persons should be so designated. In such a case, it will be necessary that the
proxy be delivered by the holder of Common Stock to the person(s) named and that
such person(s) named be present and vote at the Annual Meeting. Proxy cards on
a matter, representedwhich other proxyholders have been named should not be mailed to the Company.
The presence at the Annual Meeting, either in person or by proxy, shall constitute a quorum for action on a matter atof the Annual Meeting. In determining the presence of a quorum at the Annual Meeting,
abstentions are counted but broker non-votes are not counted. The Company's
Amended and Restated By-Laws provide that the affirmative voteholders
of a majority of the shares represented, in person or by proxy, and entitledof Common Stock outstanding on the record date is
necessary to vote on a matter
at a meeting in whichconstitute a quorum is present shallfor the transaction of business. Abstentions
will be counted for purposes of determining the actpresence of a quorum.
Abstentions will have no effect upon the outcome of the stockholders,
except as otherwise provided by law. The Delaware General Corporation Law
provides thatelection of directors, are elected by a plurality of the votes cast.
Abstentions and broker non-votes have no legal effect on whether a nominee for
director is elected
but will have the same effect as votes against other matters
being voted upon.of a negative vote for the proposal to amend the 1994
Stock Option Plan. Broker non-votes also will count towards establishing a
quorum. Broker non-votes will have no effect on the outcome of the election of
directors or proposal to amend the 1994 Stock Option Plan.
The Company's principal executive offices are located at 1090 King Georges Post
Road, Suite 301, Edison, New Jersey 08837. The telephone number of the Company
at such office is (908) 738- 3990.(732) 738-3990.
PROPOSAL 1 - ELECTION OF DIRECTORS
Unless a stockholder specifies otherwise, each returnreturned proxy card will be voted
for the election to the Board of the five nominees who are named below. Each directorof the
nominees has consented to being named as a nominee for director and agreed to
serve if elected. Each director,nominee, if elected, would serve until his successor is
elected at the annual meeting of stockholders for 1998 and qualified or upon
his removal or resignation.qualified. If any of the nomineesnominee is unavailable for election at the time
of the annual meeting,Annual Meeting, discretionary authority will be exercised to vote for
substitutes unless the Board chooses to reduce the number of directors. The
Company is not aware of any circumstances that would render any nominee
unavailable. AllEugene I. Gordon and Edward E. David, Jr. are the only nominees are
currently serving on the Board. The ages of the nominees are given as of April
30, 1997.
THE BOARD RECOMMENDS A VOTE1999.
The Board recommends a vote FOR EACH OF THE NOMINEES LISTED BELOW.
o DR. EUGENEeach of the nominees listed below.
. Dr. Eugene I. GORDON,Gordon, age 66,68, is the founder and PresidentChief Executive
Officer of the Company and has been a Director and Chairman of the
Board since the Company's inception in December 1993. He is an
inventor of the Company's hydro-epithelial keratoplasty ("HEK"),
hydro-therapeutic keratoplasty ("HTK") and hydro-refractive
keratoplasty ("HRK") keratome technology. From 1987 to 1988, Dr.
Gordon served as Senior Vice President and Director of the Research
Laboratories for Hughes Aircraft Co. of Malibu, California.He joined ATT Bell Laboratories
in 1957 and retired in 1983 as Laboratory Director. Dr. Gordon has
served as an adjunct professor in the department of Ophthalmology at
the University of Medicine and Dentistry of New Jersey since 1994, and
was a professor in the Department of Electrical and Computer
Engineering at the New Jersey Institute of Technology from 1990 to
1995.1994.
. Edward E. David, Jr, Sc.D., age 74, has been a director of the Company
since June, 1998. Dr. GordonDavid has been a business consultant
specializing in research, technology and innovation management and
development since 1986 and is President of Edward E. David, Inc. and
Principal and Vice President of The Washington Advisory Group, LLC, a
consulting and advisory service for industry, academia, and
governments. From 1977 to 1986, Dr. David served as President of
Exxon Research and Engineering, where he directed research,
development, engineering and technical services activities. From 1970
to 1973, Dr. David served as the Science Advisor to the President of
the United States and as the Director of the White House Office of
Science and Technology. Dr. David currently serves on the boards of
Aquasearch, Inc., Intermagnetics General Corporation, InterVU, Inc.,
Protein Polymer Technologies Inc. and Spacehab, Inc., each a publicly-
traded company.
. William C. Hittinger, age 76, has been a business consultant since
retiring in 1986 as an Executive Vice President of RCA Corporation.
While at RCA, Mr. Hittinger's responsibilities included corporate
technology, patents, licensing, international business and marketing
development, and corporate technology planning. Prior to joining RCA
in 1970, Mr. Hittinger was Laboratory Director for AT&T Bell LaboratoriesPresident of General Instrument Corp. Mr.
Hittinger has previously served as a director of UNC Inc., Biotechnic
International Inc., Stabler Companies, Bethlehem Steel Corp., Thomas
and Betts Corp. and The Allen Bradley Company. He has also served as
Chairman of the founderBoard of Lytel Incorporated, a manufacturerTrustees and Interim President of lasers and optical transmission
subsystems whichLehigh
University. Mr. Hittinger is a wholly-owned subsidiaryFellow of AMP Incorporated. Dr.
Gordon has done extensive research on laserthe Institute of Electrical
and opto-electronic
systems, isElectronics Engineers, a named inventor under approximately 70 U.S. patentsFellow of the Royal Society of Arts, and
has published widely on those subjects. He is an electeda member of the National Academy of EngineeringEngineering. Mr. Hittinger was a
member of President Reagan's National Security Telecommunications
Advisory Committee from 1982 to 1986 and has been awarded the
-2-
Edison Medala member of the Institute of ElectricalU.S. - Brazil
Presidential Committee on Science and Electronic Engineers,
among a number of other prestigious awards.
o DR. STEVEN G. COOPERMAN,Technology in 1987.
. Ronald B. Odrich, DDS, age 55,67, has, been a Director of the Company
since September 1994. Dr. Cooperman was engaged in the private
practice of ophthalmology and ophthalmic surgery in Beverly Hills,
California from 1972 to his retirement in 1989. Since his retirement,
Dr. Cooperman has been active as a private investor. He is a founder
of the American Intraocular Implant Society (now known as the American
Society for Cataract and Refractive Surgery), has served on the
teaching staff of the Jules Stein Eye Institute and has lectured
widely on phacoemulsification and intraocular lens implant surgery.
o SANFORD J. HILLSBERG, age 48, has been a Director of the Company since
August 1996. Mr. Hillsberg has1963, been engaged in the
private practice of corporate lawdentistry, with a specialization in
periodontology. Since 1997, Dr. Odrich has been a director of Park
Avenue Periodontal Associates, P.C., located in New York City. Dr.
Odrich has had several teaching appointments and has, since 1973 and is currently the managing partner of Troy
& Gould Professional Corporation in Los Angeles, California. From 1983
to 1993, he1992,
served as a directorguest lecturer and Viceassociate professor in the Division of
Periodontics, School of Dental and Oral Surgery, Columbia University.
In addition to being a Diplomate of the American Academy of
Periodontology, Dr. Odrich is a member of the Academy of
Osseeointegration, the American Academy of Implantology and the
American Dental Association.
. Elias Snitzer, Ph.D., age 74, has, since 1989, been affiliated with
Rutgers University as a Professor of Ceramic Science and Engineering
and currently as Professor Emeritus in the Department of Ceramics and
Materials Science. Since 1995, Dr. Snitzer has been President of
Medco ResearchPhoto Refractive Enterprises, Inc., a publicly-traded pharmaceuticalprivately-held optical fiber
waveguide equipment developer and marketer. Prior to that, Dr.
Snitzer has held various senior industrial and research positions at
Polaroid, United Technologies, American Optical Corporation and
development
company.
o ROBERT G. DONOVAN, age 58, has been a DirectorHoneywell. His honors and awards include the George Money Award of
the Company since
April 1997. Mr. Donovan is a business consultant specializing in
healthcareAmerican Ceramic Society, IEEE Quantum Electronics Award, the
Charles Townes Award of OSA, the John Tyndall Award of OSA/IEEE and
consumer products. He served in various capacities at
Sandoz Pharmaceutical Corporation from 1985election to 1995, most recently as
Senior Vice President and headthe National Academy of consumer pharmaceuticals.
o JAMES J. BIALEK, age 48, has been a Director of the Company since May
2, 1997. Mr. Bialek is Director of Development and Planning at Becton
Dickinson and Company, where he has served in various capacities since
1973.Engineering.
GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORSThe Board of Directors
The business and affairs of the Company are managed by the Board of Directors.
The Board of Directors held twoeleven meetings in 1996.1998. Each member of the Board
of Directors attended at least 75% of the aggregate meetings of the Board of
Directors and any committee of the Board of which he was a member during 1996.
COMMITTEES OF THE BOARD OF DIRECTORS
The1998.
Committees of the Board of Directors
To assist it in carrying out its duties, the Board of Directors has two standing
committees, a Stock Optionan Audit Committee and an Audita Compensation Committee. Their functions are described below. The Board of
Directors does not have a compensation committee, nominating committee or any committee performing
similar functions, and all matters which would be considered by such committees
are acted upon by the full Board of Directors. Neither the Audit Committee nor
the Compensation Committee held any formal meetings during 1998.
The Stock OptionAudit Committee hascurrently consists of Malcolm R. Kahn, a non-employee
director who is not standing for reelection. The Board of Directors will likely
appoint two new members to the Audit Committee following the Annual Meeting.
The Audit Committee's primary function is to administer and oversee the audits
of the Company's books and accounts. The Compensation Committee currently
consists of Dr. CoopermanEdward E. David, Jr. and Mr.Sanford J.
Hillsberg, neither of whom is an employee of the Company. Mr. Hillsberg is not
standing for reelection. The Stock OptionBoard of Directors will likely appoint one new
member to the Compensation Committee following the Annual Meeting. The
Compensation Committee's primary -3-
function isfunctions are to administerreview the compensation for
the Company's officers and directors and to advise the Board of Directors in
administering the Company's 1994 Stock Option Plan, (as defined herein)as amended and restated (the
"Stock Option Plan").
During
1996, the Stock Option Committee held no meetings.
The Audit Committee has two members and currently consistsCompensation of Messrs.
Donovan and Bialek. The Audit Committee's primary function is to administer and
oversee any audit. During 1996, the Audit Committee held no meetings.
COMPENSATION OF DIRECTORSDirectors
Directors who are officers or employees of the Company receive no additional
compensation for service as members of the Board of Directors or committeesany committee
thereof. On April 11, 1997, each of Dr. Cooperman and Messrs. Hillsberg and
Donovan, and on May 2, 1997, Mr. Bialek, received options to purchase 5,000
shares of Common Stock with an exercise price equal to the fair market value per
share of the Common Stock on such date and which will vest on the earlier of the
day immediately preceding the 1998 annual meeting of stockholders or June 30,
1998 if such person continues to serve as a director on such date. With respect to future compensation, of directors, each outside director will
receive, options
underpursuant to the Stock Option Plan, options to purchase 5,00010,000 shares of
Common Stock with an exercise price equal to the fair market value per share of
the Common Stock on the date of grant and whichgrant. The options will vest upon the earlier
of one year from the date of grant or the day immediately preceding the
subsequent annual meeting of stockholders, in either case ifprovided that such director has
served as a director of the Company through such date. Outside directors are
reimbursed for out-of-pocket expenses incurred in connection with attendance of
meetings of the Board.Board of Directors. In 1998, Dr. David and Messrs. Hillsberg
and Kahn each received options to purchase 10,000 shares of Common Stock with an
exercise price equal to $5.00 per share.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLESummary Compensation Table
The following table sets forth information concerning compensation for services
in all capacities awarded to, earned by or paid to, the Company's Chairman of
the Board and Chief Executive Officer (the "Named Executive"Executive Officer"), with
respect to the years ended December 31, 19961998, 1997 and 1995. No1996. There were no
other executive officerofficers of the Company receivedwhose cash and cash equivalent
compensation exceedingexceeded $100,000 during such years.the last fiscal year.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
ALL OTHER
OTHER ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ----------------------
Other Annual Securities Underlying All Other
Name and Principal Position Year Salary ($) BONUS($Bonus ($) COMPENSATION($Compensation ($) Options (#) Compensation ($)
- --------------------------- ---- ---------- --------- -------- --------------- -------------------- ----------- ----------------
Eugene I. Gordon................
1996 $122,617 $ -- $ (1) $1,200(2)
President and Chairman 1995 96,400 -- 66,700(3) -- of the Board and 1998 $155,500 $ - ---------------------$ - 42,500 $1,722 (1)
Consists of perquisites in an amount less than the applicable reporting threshold.
(2) Consists of payment of annual life insurance premiums.
(3) Consists entirely of deferred 1994 salary.Chief Executive Officer 1997 169,900 25,000 - - 2,394 (1)
1996 122,617 - - - 1,200 (1)
STOCK OPTION GRANTS
No(1) Consists of payment of annual life insurance premiums.
Stock Option Grants
The following table sets forth information concerning the grant of stock options
to purchase Common Stock were granted by the Companyduring 1998 to the Named Executive during 1996.
-4-
OPTION EXERCISES AND YEAR-END VALUEOfficer.
Option Grants in Last Fiscal Year (Individual Grants)
-----------------------------------------------------
Percentage of Total Options
Number of Securities Granted to Employees in Exercise Price
Underlying Options Fiscal Year Per Share Expiration Date
------------------ ----------- --------- ---------------
42,500 16.0% $1.00 December 3, 2008
In conjunction with a voluntary reduction in his base compensation,
beginning November 1998, the Named Executive Officer was issued options to
purchase a total of 42,500 shares of the Common Stock of the Company.
These options were to vest 16.66% for each month such base compensation was
reduced, with all options vested on April 30, 1999..
Year-End Value Table
The following table sets forth information regarding the number and year-end
value of unexercised options held at December 31, 1998 by the Named Executive
Officer. No stock options have been granted to the Named Executive. No stock options
or stock appreciation rights were exercised by the Named Executive Officer during
1996.
EMPLOYMENT AGREEMENTS
Effective asfiscal 1998.
1998 Option Values
Number of Securities Value of Unexercised
Underlying Unexercised "In-the-Money" (1)
Options at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
14,167/28,333 $425/$850
(1) Options are "in-the-money" if the fair market value of March 15,the underlying
securities exceeds the exercise price of the options. The amounts set forth
represent the difference between $1.03 per share, the fair market value of
the Common Stock issuable upon exercise of options at December 31, 1998,
and the $1.00 exercise price of the option, multiplied by the applicable
number of options.
Employment Agreements
In 1996, the Company and Eugene I. Gordon, its Chairman of the Board and Chief
Executive Officer, entered into an employment agreement with Eugene I. Gordon as President, for an initial term of three
years.which expired on March
15, 1999. The agreement, which was amended effective as of January 1, 1997,
providesprovided for a base compensation of $160,000 per year, bonuses aggregating a
maximum of $75,000 for 1997 based upon the attainment of certain goals, and
other additional compensation as may be determined by the Board of Directors
(without the participation of Dr. Gordon) in its sole discretion. The Board of
Directors (without the participation of Dr. Gordon) maycould also increase such
base compensation in its sole discretion. In conjunction with a voluntary
reduction in his base compensation, beginning November 1998, to $85,000 per
year, Dr. Gordon was issued a total of 42,500 options to purchase the common
stock of the Company. Vesting of these options is contingent on the number of
months such base compensation is reduced.
A new agreement, effective as of March 16, 1999 and expiring March 15, 2002,
provides for a base compensation of $170,000 per year, bonuses aggregating a
maximum of $60,000 per year based upon the attainment of certain goals, and
other additional compensation as may be determined by the Board of Directors
(without the participation of Dr. Gordon) in its sole discretion. The Board of
Directors (without the participation of Dr. Gordon) could also increase such
base compensation in its sole discretion. In addition, the agreement provides
for the grant to Dr. Gordon of options to purchase up to 150,000 shares of
Common Stock, pursuant to the Stock Option Plan, with an exercise price equal to
the fair market value per share of the Common Stock on the date of grant, such
options vesting ratably over the three-year term of the agreement as long as Dr.
Gordon remains an employee. The agreement mayalso provides for payment of up to
one year's total compensation if Dr. Gordon's employment with the Company is
terminated for any reason other than for cause, death or disability.
The new agreement can be terminated for cause and contains proprietary
information, invention and non-competition provisions which prohibit disclosure
of any of the Company's proprietary information and preclude Dr. Gordon's
competition with the Company for a period of two years after the termination of
employment.his employment with the Company.
The Company has procured life insurance in the amount of $1 million to
compensate it for the loss, through death or disability, of Dr. Gordon.
Effective as of March 18, 1996, the Company entered into an employment
agreement with Thomas M. Handschiegel as Vice President for Finance and Human
Resources, for an indefinite term. The agreement, which was amended effective
January 1, 1997, provides for a base compensation of $101,100 per year. The
agreement may be terminated by either party at any time upon two weeks' prior
notice and contains proprietary information, invention and non-competition
provisions which prohibit disclosure of any of the Company's proprietary
information and preclude competition with the Company for two years after
termination of employment.
-5-
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock, as of April 30, 1997,1999, by (i) each
person known to the Company to own beneficially more than 5% of the Company's
outstanding shares of Common Stock, (ii) each director and director-nominee of
the Company, (iii) the Named Executive Officer and (iv) all executive officers,
directors and directorsdirector-nominees of the Company, as a group. All information
with respect to beneficial ownership has been furnished to the Company by the
respective stockholders of the Company.
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
Amount and Nature of Percentage
Beneficial Of
Name and Address of Beneficial Owner Ownership (1) Class
- ------------------------------------ -------------------- ----------
Eugene I. Gordon (2)........................ 1,639,287 (3) 41.8
Edward E. David, Jr. (2).................... 5,000 (4) *
Sanford J. Hillsberg (5).................... 62,515 (5) 1.6
Malcolm R. Kahn (2)......................... 5,000 (4) *
Amount and Nature of Percentage
Beneficial Of
Name and Address of Beneficial Owner Ownership (1) Class
- ------------------------------------ -------------------- ----------
William C. Hittinger (2).................... - -
Ronald B. Odrich (2)........................ 8,000 *
Elias Snitzer (2)........................... - -
All executive officers, directors and
director-nominees, as a group (8 persons)... 1,738,677 (6) 43.7
- ------------------------------------ -------------- ------
Eugene I. Gordon (2)................. 1,591,687 43.6
Thomas M. Handschiegel (2)........... -- --
Steven G. Cooperman (3).............. 115,649 3.1
Sanford J. Hillsberg (4)............. 44,540 1.2
Robert G. Donovan (5)................ 2,000 *
All executive officers and directors
as a group (5 persons) (6)........ 1,753,876 47.4
- ---------------------------------------------------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(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 options and
warrants held by that person that are currently exercisable or exercisable
within 60 days of April 30, 19971999 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 stockholderbeneficial owner named in the table has sole
voting and investment power with respect to the shares set forth opposite
such stockholder'sbeneficial owner's name.
(2) Each such person's business address is 1090 King Georges Post Road, Suite
301, Edison, New Jersey 08837.
(3) Such person's mailing address is 21 Bridge Square, Westport,
Connecticut 06880. Includes 21,73842,500 shares subject to exercisable options and 22,360options.
(4) Consists of shares subject to exercisable warrants.
(4)options.
(5) Such person's business address is 1801 Century Park East, Suite 1600, Los
Angeles, California 90067. Includes 1,98814,000 shares subject to exercisable
options and 5,963 shares subject to exercisable warrants. Also includes
7,000 shares of Common Stock and exercisable warrants to purchase 7,000
shares of Common Stock owned by such person's spouse, as to which such
person disclaims beneficial ownership.
(5) Such person's business address is Suite 300, 4 Landmark Square,
Stamford, Connecticut 06901.
(6) Excludes Mr. Bialek, who became a director on May 2, 1997.
-6-
CERTAIN TRANSACTIONS
In each of MayIncludes 83,375 shares subject to exercisable options and June 1996, Eugene I. Gordon, President and Chairman of
the Board, made unsecured loans12,963 shares
subject to the Company in the principal amounts of
$100,000 and $65,000, respectively, which bear interest at the rates of 7% and
9%, respectively, per annum, and are due and payable on demand.exercisable warrants.
PROPOSAL 2 - AMENDMENT OF 1994 STOCK OPTION PLAN
At the Annual Meeting, there will be presented a proposal to approve thean
amendment to and restatement of the Medjet Inc. 1994 Stock Option Plan (the
"Stock Option (the"Plan"), which was adopted by the Board and approved by the
Company's stockholders in 1994. Such amendment will provide for an to increase in the
aggregate number of shares of Common Stock which may be issued upon the exercise
of options granted under the Stock Option Plan from 249,688 (after
giving effect449,688 to the 1.987538926-for-1 stock split effected on August 6, 1996)
to 449,688. The full text of the Stock Option Plan, as amended and restated, is
set forth in Appendix A attached hereto.
The700,000. This increase in the
number of shares of Common Stock available under the Stock Option Plan from 249,688 to 449,688 was approved by the
Board on February
5, 1997,June 10, 1999, subject to stockholder approval. Although approximately 100,668The Plan was
originally adopted by the Board and approved by the stockholders in 1994 and
subsequently amended and restated in 1997. As of the date of this Proxy
Statement, stock
options to purchase a total of 338,050 shares of Common Stock were outstanding.
A total of 52,738 shares of Common Stock have been issued upon the exercise of
stock options. Only 58,900 shares of Common Stock remain available for issuance
upon the exercise of options
granted under the Stock Option Plan, the Company believes that the availability
of additional shares of Common Stock for issuance under the Stock Option Plan is
necessary to enhance the Company's continuing efforts to hire and retain
talented employees and directors.Plan. As a development stagedevelopment-stage company, the Company is still in the
process of identifying and hiring key senior personnel. The Board believes that
the proposed increase in the numberavailability of additional shares of Common Stock for issuance under the
Plan is necessary to enhance the Company's continuing efforts to hire and retain
talented employees and directors.
1994 Stock Option Plan
is therefore essential.
1994 STOCK OPTION PLAN
ADMINISTRATION.Administration. The Stock Option Plan is administered by the Stock OptionBoard of Directors or the
Compensation Committee of the Board of Directors.Directors (in either case, the
"Administrator"). The Stock Option CommitteeAdministrator interprets the terms, and establishes
administrative regulations to further the purposes of the Stock Option Plan, authorizes
awards to eligible participants, determines vesting schedules and takes any
other action necessary for the proper implementation of the Stock Option Plan.
PARTICIPATION.Participation. Under the Stock Option Plan, options to purchase shares of Common Stock of
the Company may be granted only to employees (including officers) and directors
of the Company or individuals who are rendering services to the Company as
consultants, advisors or other independent contractors.
SHARES AVAILABLE FOR AWARDS. 249,688 shares of Common Stock of the Company
(prior to the proposed increase) have been reservedShares Available for issuance under the Stock
Option Plan, subject to adjustment for stock splits, stock dividends,
recapitalizations and similar events. Such shares may consist in whole or in
part of authorized and unissued shares or treasury shares.Awards. In the event that any outstanding option for any
reason expires or is terminated or canceled and/or shares of Common Stock
subject to repurchase are repurchased by the Company, the shares allocable to
the unexercised portion of such option or repurchased shares, may again be
subject to an option grant. Notwithstanding the foregoing, any such shares
shall be made subject to a new option only if the grant of such new option and
the issuance of such shares pursuant to such new option would not cause the Stock Option Plan
or any option granted under the Stock Option Plan to
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contravene Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the
"Exchange(the"Exchange Act").
AWARDS.Awards. The Stock Option Plan authorizes grants of either incentive stock options ("ISOs"),
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-statutory (nonqualified) stock options. Under the Stock Option Plan, all
options must be granted, if at all, within 10 years from the date the Stock Option Plan was
adopted by the Board of Directors of the Company. The Stock Option CommitteeAdministrator shall set,
including by amendment of an option, the time or times within which each option
shall be exercisable or the event or events upon the occurrence of which all or
a portion of each option shall be exercisable and the term of each option;
provided, however, that (i) no option shall be exercisable after the expiration
of 10 years after the date such option is granted and (ii) no ISO granted to an
optionee who at the time the option is granted owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
within the meaning of Section 422(b)(6) of the Code (a "Ten Percent Owner
Optionee") shall be exercisable after the expiration of five years after the
date such option is granted.
As of the date of this Proxy Statement, non-statutory stock options to
purchase a total of 66,850 shares of Common Stock have been granted and ISOs to
purchase an additional 76,670 shares of Common Stock have been granted. In
connection with its initial public offering, the Company agreed with its
underwriter that it would not issue options to purchase more than 200,000 shares
of Common Stock (which amount has been increased to 225,000 and is subject to
further increase upon the consent of the underwriter) between August 6, 1996 and
August 6, 1998 without such underwriter's prior written consent, and that, of
such number, it would not issue options to purchase more than 50,000 shares of
Common Stock (which amount is subject to increase upon the consent of the
underwriter) at less than fair market value on the date of grant.Options. The Company
also agreed with its underwriter that the options with respect to the 100,668
shares of Common Stock (or 300,668 shares of Common Stock, including the
proposed increase) under the Stock Option Plan which have not yet been granted
as of the date of this Proxy Statement shall vest no earlier than one year from
the date of grant.
STOCK OPTIONS. The Stock Option Plan provides that (i) the exercise price per share for an
ISO shall not be less than the fair market value, as determined by the
Stock Option Committee,Administrator, of a share of Common
Stock on the date of the granting of the option; and (ii) no ISO granted to a
Ten Percent Owner Optionee shall have an exercise price per share less than 110%
of the fair market value, as determined by the Stock Option Committee,Administrator, of a share of
Common Stock on the date of the granting of the option. Notwithstanding the
foregoing, an option may be granted with an exercise price lower than the
minimum exercise price set forth above if such option is granted pursuant to an
assumption or substitution for another option in a manner qualifying within the
provisions of Section 424(a) of the Code.
FEDERAL INCOME TAX CONSEQUENCES.Federal Income Tax Consequences. The federal income tax consequences of awards
granted pursuant to the Stock Option Plan under the Code, and the regulations thereunder are
summarized below. The grant of a stock option will create no immediate tax
consequences for the participant or the Company. The participant will have no
taxable income upon exercising an ISO (except that an alternative minimum tax
may apply), and the Company will not receive a deduction when an ISO is
exercised. If the participant does not dispose of the shares acquired on
exercise of an ISO within the two-year period beginning on the day after the
grant of the ISO or within one year after the transfer of the shares to the
participant, the gain or loss on a subsequent sale will be a capital gain or
loss. If the participant disposes of the shares within the two-year or one-year
period described above, the participant generally will realize ordinary income,
and the Company will be entitled to a corresponding deduction. Upon exercising
a non-statutory stock option, the participant must recognize ordinary income in
an amount equal to the difference between the exercise price and the fair market
value of the Common Stock on the exercise date, unless the shares are subject to
certain -8-
restrictions. The Company will receive a deduction for the same amount
on the exercise date (or the date the restrictions lapse). With respect to
other awards granted under the Stock Option Plan that are settled in cash or shares of Common
Stock that are either transferable or not subject to a substantial risk of
forfeiture, the participant must recognize ordinary income in an amount equal to
the cash or the fair market value of the shares received. With respect to other
awards granted under the Stock Option Plan that are settled in shares of Common Stock that
are subject to restrictions as to transferability and subject to a substantial
risk of forfeiture, the participant must recognize ordinary income in an amount
equal to the fair market value of the shares received at the first time the
shares become transferable or not subject to a substantial risk of forfeiture,
whichever occurs earlier. The Company will receive a deduction for the amount
recognized as income by the participant, subject to the provisions of Section
162(m) of the Code, which provides for a possible denial of a tax deduction to
the Company for compensation for any of the five most highly compensated
executive officers in excess of $1 million in any year. The tax treatment upon
disposition of shares acquired under the Stock
Option Plan will depend on how long the shares
have been held. In the case of shares acquired through exercise of an option,
the tax treatment will also depend on whether or not the shares were acquired by
exercising an ISO. There will be no tax consequences to the Company upon the
disposition of shares acquired under the Stock Option Plan, except that the Company may
receive a deduction in the case of disposition of shares acquired under an ISO
before the applicable holding period has been satisfied.
THE BOARD RECOMMENDS A VOTEThe Board recommends a vote FOR THE AMENDMENTS TO THE STOCK OPTION PLAN
DESCRIBED ABOVE.the amendment to the 1994 Stock Option Plan
described above.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no other
matters which will be brought before the Annual Meeting. In the event that any
other business is properly presented at the Annual Meeting, it is intended that
the persons named in the enclosed proxy will have authority to vote such proxy
in accordance with their judgment on such business.
SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors, certain
officers and persons holding more than 10% of a registered class of the
Company's equity securities to file reports of ownership and reports of changes
in ownership with the Commission. Such persons are also required by Commission
regulations to furnish the Company with copies of all such reports that they
file. The Company believes that, during 1996,1998, all such persons complied with
all reporting requirements under Section 16(a) except for Drs. Gordon and Cooperman,
each of whom failed to file one Form 3 reporting one transaction, on a timely basis.
INDEPENDENT AUDITORS
The firm of Rosenberg Rich Baker Berman and Company served as the Company's
independent auditors for the fiscal year ended December 31, 1996.1998 and has been
selected by the Board of Directors to audit the books and accounts of the
Company for the fiscal year ending December 31, 1999. Representatives of
Rosenberg Rich Baker Berman and Company are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions.
-9-
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in the Company's Proxy Statement
and form of proxy statementrelating to be
issued in connection with the Company's 1998 annual meeting2000 Annual Meeting of stockholdersStockholders
must be received by February 18, 2000. If the Company is not notified of a
stockholder proposal by May 4, 2000, then the proxies held by management of the
Company may provide the discretion to vote against such stockholder proposal,
even though such proposal is not discussed in the Proxy Statement. Stockholder
proposals should be mailed to the Corporate Secretary, Medjet Inc., 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837, and must be received by the Corporate
Secretary on or before January 9, 1998.08837.
COSTS OF SOLICITATION
The cost of preparing, printing and mailing this Proxy Statement and the
accompanying proxy card, and the cost of solicitation of proxies on behalf of
the Company's Board of Directors will be borne by the Company. In addition to
the use of the mail, proxies may be solicited personally or by telephone or by
regular employees of the Company without additional
compensation. Banks, brokerage houses and other institutions, nominees or
fiduciaries will be requested to forward the proxy materials to the beneficial
owners of the Common Stock held of record by such persons and entities and will
be reimbursed for their reasonable expenses incurred in connection with
forwarding such material.
ANNUAL REPORT
A copy of the Company's 19961998 Annual Report to Stockholders is being mailed with
this Proxy Statement to each stockholder entitled to vote at the Annual Meeting.
Stockholders not receiving a copy of such Annual Report may obtain one, without
charge, by writing or calling Corporate Secretary, Medjet Inc., Attention: Corporate
Secretary, 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837, telephone (908) 738-3990.(732) 738-
3990.
By Order of the Board of Directors
Thomas M. Handschiegel
SECRETARYSecretary
Edison, New Jersey
May 9, 1997
-10-June 16, 1999
APPENDIX A
AMENDED AND RESTATED
MEDJET INC.
1994 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to attract, retain and reward
persons providing services to Medjet Inc., a Delaware corporation, and any
successor corporation thereto (collectively referred to as the "COMPANY"), and
any present or future parent and/or subsidiary corporations of such corporation
(all of which along with the Company being individually referred to as a
"PARTICIPATING COMPANY" and collectively referred to as the "PARTICIPATING
COMPANY GROUP"), and to motivate such persons to contribute to the growth and
profits of the Participating Company Group in the future. For purposes of the
Plan, a parent corporation and a subsidiary corporation shall be as defined in
Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the
"CODE").
2. ADMINISTRATION.
(a) ADMINISTRATION BY BOARD AND/OR COMMITTEE. The Plan shall be
administered by the Board of Directors of the Company (the "BOARD") and/or by
a duly appointed committee of the Board having such powers as shall be specified
by the Board. Any subsequent references herein to the Board shall also mean the
committee if such committee has been appointed and, unless the powers of the
committee have been specifically limited, the committee shall have all of the
powers of the Board granted herein, including, without limitation, the power to
terminate or amend the Plan at any time, subject to the terms of the Plan and
any applicable limitations imposed by law. All questions of interpretation of
the Plan or of any options granted under the Plan (an "OPTION") shall be
determined by the Board, and such determinations shall be final and binding upon
all persons having an interest in the Plan and/or any Option.
(b) OPTIONS AUTHORIZED. Options may be either incentive stock options
as defined in Section 422 of the Code ("INCENTIVE STOCK OPTIONS") or non-
statutory(nonqualified) stock options.
(c) AUTHORITY OF OFFICERS. Any officer of a Participating Company shall
have the authority to act on behalf of the Company with respect to any matter,
right, obligation, or election which is the responsibility of or which is
allocated to the Company herein, provided the officer has apparent authority
with respect to such matter, right, obligation, or election.
(d) DISINTERESTED ADMINISTRATION. With respect to the participation in
the Plan of officers or directors of the Company subject to Section 16 of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Plan
ahall be administered by the Board in compliance with the "disinterested
administration" requirement of Rule 16b-3, as promulgated under the Exchange Act
and amended from time to time or any successor rule or regulation ("RULE
16B-3").
3. ELIGIBILITY.
(a) ELIGIBLE PERSONS. Options may be granted only to employees
(including officers) and directors of the Participating Company Group or to
individuals who are rendering services as consultants, advisors, or other
independent contractors to the Participating Company Group. The Board shall, in
A-1
its sole discretion, determine which persons shall be granted Options (an
"OPTIONEE"). Eligible persons may be granted more than one (1) Option.
(b) DIRECTORS SERVING ON COMMITTEE. If a committee of the Board has
been established to administer the Plan in compliance with the
"disinterested administration" requirement of Rule 16b-3, no member of such
committee, while a member, shall be eligible to be granted an Option.
(c) RESTRICTIONS ON OPTION GRANTS. A director of a Participating
Company may only be granted a non-statutory stock option unless the director is
also an employee of the Participating Company Group. An individual who is
rendering services as a consultant, advisor, or other independent contractor
may only be granted a non-statutory stock option.
4. SHARES SUBJECT TO OPTION. Options shall be for the purchase of shares of
the authorized but unissued common stock or treasury shares of common stock of
the Company (the "STOCK"), subject to adjustment as provided in paragraph 10
below. The maximum number of shares of Stock which may be issued under the Plan
shall be four hundred forty-nine thousand six hundred eighty-eight (449,688)
shares. In the event that any outstanding Option for any reason expires or is
terminated or canceled and/or shares of Stock subject to repurchase are
repurchased by the Company, the shares allocable to the unexercised portion of
such Option, or such repurchased shares, may again be subject to an Option
grant. Notwithstanding the foregoing any such shares shall be made subject to a
new Option only if the grant of such new Option and the issuance of such shares
pursuant to such new Option would not cause the Plan or any Option granted under
the Plan to contravene Rule 16b-3.
5. TIME FOR GRANTING OPTIONS. All Options shall be granted, if at all,
within ten (10) years from the earlier of the date the Plan is adopted by the
Board or the date the Plan is approved by the stockholders of the Company.
6. TERMS, CONDITIONS AND FORM OF OPTIONS. Subject to the provisions of the
Plan, the Board shall determine for each Option (which need not be identical)
the number of shares of Stock for which the Option shall be granted, the
exercise price of the Option, the timing and terms of exercisability and vesting
of the Option, the time of expiration of the Option, the effect of the
Optionee's termination of employment or service, whether the Option is to be
treated as an Incentive Stock Option or as a non-statutory stock option, the
method for satisfaction of any tax withholding obligation arising in connection
with the Option, including by the withholding or delivery of shares of stock,
and all other terms and conditions of the Option not inconsistent with the Plan.
Options granted pursuant to the Plan shall be evidenced by written agreements
specifying the number of shares of Stock covered thereby, in such form as the
Board shall from time to time establish, which agreements may incorporate all or
any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions:
(a) EXERCISE PRICE. The exercise price for each Option shall be
established in the sole discretion of the Board; provided, however, that (i)
the exercise price per share for an Incentive Stock Option shall be not less
than the fair market value, as determined by the Board, of a share of Stock on
the date of the granting of the Option; and (ii) no Incentive Stock Option
granted to an Optionee who at the time the Option is granted owns stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of a Participating Company within the meaning of Section
422(b)(6) of the Code (a "TEN PERCENT OWNER OPTIONEE") shall have an exercise
price per share less than one hundred ten percent (110%) of the fair market
value, as determined by the Board, of a share of Stock on the date of
the granting of the Option. Notwithstanding the foregoing, an Option
(whether an Incentive Stock Option or a non-statutory stock option) may be
granted with an exercise price lower than the minimum exercise price set forth
A-2
above if such Option is granted pursuant to an assumption or substitution for
another option in a manner qualifying with the provisions of Section 424(a) of
the Code.
(b) EXERCISE PERIOD OF OPTIONS. The Board shall have the power to set,
including by amendment of an Option, the time or times within which each Option
shall be exercisable or the event or events upon the occurrence of which all or
a portion of each Option shall be exercisable and the term of each Option;
provided, however, that (i) no Option shall be exercisable after the expiration
of ten (10) years after the date such Option is granted, and (ii) no Incentive
Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after
the expiration of five (5) years after the date such Option is granted.
(c) PAYMENT OF EXERCISE PRICE.
(i) FORMS OF PAYMENT AUTHORIZED. Payment of the exercise price for the
number of shares of Stock being purchased pursuant to any Option shall be made
(1) in cash, by check, or cash equivalent, (2) by tender to the Company of
shares of the Company's stock owned by the Optionee having a fair market value,
as determined by the Board (but without regard to any restrictions on
transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company), not less
than the exercise price, (3) by the Optionee's recourse promissory note in a
form approved by the Company, (4) by the assignment of the proceeds of a sale of
some or all of the shares being acquired upon the exercise of the Option
(including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System), or (5) by any combination thereof. The
Board may at any time or from time to time grant Options which do not permit all
of the foregoing forms of consideration to be used in payment of the exercise
price and/or which otherwise restrict one or more forms of consideration.
(ii) TENDER OF COMPANY STOCK. Notwithstanding the foregoing, an Option
may not be exercised by tender to the Company of shares of the Company's stock
to the extent such tender of stock would constitute a violation of the
provisions of any law, regulation and/or agreement restricting the redemption of
the Company's stock or, if in the opinion of Company counsel, might impair the
ability of purchasers of stock from the Company from taking full advantage of
the provisions of Section 1202 of the Code relating to capital gains treatment
of stock issued by the Company. Unless otherwise provided by the Board, an
Option may not be exercised by tender to the Company of shares of the Company's
stock unless such shares of the Company's stock either have been owned by the
Optionee for more than six (6) months or were not acquired, directly or
indirectly, from the Company.
(iii) PROMISSORY NOTES. No promissory note shall be permitted if an
exercise using a promissory note would be a violation of any law. Any permitted
promissory note shall be due and payable not more than four (4) years after the
Option is exercised, but in any event upon the termination of Optionee's
employment or consulting relationship, as the case may be, with the Company, if
earlier. The Optionee shall be required to make, from time to time, mandatory
prepayments on such promissory note in an amount equal to fifty percent (50%) of
the difference between the aggregate Option exercise price and the aggregate
proceeds from the sale of the shares of Stock. Such mandatory prepayments shall
be made within ten (10) days after the sale of shares of Stock. Interest shall
be payable at least annually and be at least equal to the minimum interest rate
necessary to avoid imputed interest pursuant to all applicable sections of the
Code. The Board shall have the authority to permit or require the Optionee to
secure any promissory note used to exercise an Option with the shares of Stock
acquired on exercise of the Option and/or with other collateral acceptable to
the Company. Unless otherwise provided by the Board, in the event the Company at
any time is subject to the regulations promulgated by the Board of Governors of
A-3
the Federal Reserve System or any other governmental entity affecting the
extension of credit in connection with the Company's securities, any promissory
note shall comply with such applicable regulations, and the Optionee shall pay
the unpaid principal and accrued interest, if any, to the extent necessary to
comply with such applicable regulations.
(iv) ASSIGNMENT OF PROCEEDS OF SALE. The Company reserves, at any and
all times, the right, in the Company's sole and absolute discretion, to
establish, decline to approve and/or terminate any program and/or procedures
for the exercise of Options by means of an assignment of the proceeds of a sale
of some or all of the shares of Stock to be acquired upon such exercise.
7. STANDARD FORMS OF STOCK OPTION AGREEMENT.
(a) INCENTIVE STOCK OPTIONS. Unless otherwise provided for by the Board
at the time an Option is granted, an Option designated as an "Incentive Stock
Option" shall comply with and be subject to the terms and conditions set forth
in the form of incentive stock option agreement attached hereto as EXHIBIT A and
incorporated herein by reference.
(b) NON-STATUTORY STOCK OPTIONS. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated as a "Non-statutory
Stock Option" shall comply with and be subject to the terms and conditions set
forth in the forms of non-statutory stock option agreement attached hereto as
EXHIBIT B and incorporated herein by reference.
(c) STANDARD TERM FOR OPTIONS. Unless otherwise provided for by the
Board in the grant of an Option, any Option granted hereunder shall be
exercisable for a term of ten (10) years.
8. AUTHORITY TO VARY TERMS. The Board shall have the authority from time to
time to vary the terms of either of the standard forms of Stock Option Agreement
described in paragraph 7 above either in connection with the grant or amendment
of an individual Option or in connection with the authorization of a new
standard form or forms; provided, however, that the terms and conditions of such
revised or amended standard form or forms of stock option agreement shall be in
accordance with the terms of the Plan. Such authority shall include, but not by
way of limitation, the authority to grant Options which are not immediately
exercisable.
9. FAIR MARKET VALUE LIMITATION. To the extent that the aggregate fair
market value (determined at the time the Option is granted) of stock with
respect to which Incentive Stock Options are exercisable by an Optionee for the
first time during any calendar year (under all stock option plans of the
Company, including the Plan) exceeds One Hundred Thousand Dollars ($100,000),
such Options shall be treated as non-statutory stock options. This paragraph
shall be applied by taking Incentive Stock Options into account in the order in
which they were granted.
10. EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN. Appropriate adjustments
shall be made in the number and class of shares of Stock subject to the Plan and
to any outstanding Options and in the exercise price of any outstanding Options
in the event of a stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification, or like change in the capital
structure of the Company.
In the event a majority of the shares which are of the same class as the
shares that are subject to outstanding Options are exchanged for, converted
into, or otherwise become (whether or not pursuant to a Transfer of Control (as
defined below)) shares of another corporation (the "NEW SHARES"), the Company
may unilaterally amend the outstanding Options to provide that such Options are
exercisable for New Shares. In the event of any such amendment, the number of
A-4
shares and the exercise price of the outstanding Options shall be adjusted in a
fair and equitable manner.
11. DISSOLUTION, SALE, ETC. In the event of the proposed dissolution or
liquidation of the Company, or in the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the Options will terminate immediately prior
to the consummation of such proposed action, unless otherwise provided by the
Board. The Board may, in the exercise of its sole discretion, in such instances
declare that any Option shall terminate as of a date fixed by the Board and give
each Optionee the right to exercise his Option as to all or any part of the
Stock, including shares to which the Option would not otherwise be exercisable.
12. PROVISION OF INFORMATION. Each Optionee shall be given access to
information concerning the Company equivalent to that information generally made
available to the Company's common stockholders generally.
13. OPTIONS NON-TRANSFERABLE. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee. No Option shall be assignable
or transferable by the Optionee, except by will or by the laws of descent and
distribution.
14. TERMINATION OR AMENDMENT OF PLAN OR OPTIONS. The Board, including any
duly appointed committee of the Board, may terminate or amend the Plan or any
Option at any time; provided, however, that without the approval of the
Company's stockholders, there shall be (a) no increase in the total number of
shares of Stock covered by the Plan (except by operation of the provisions of
paragraph 10 above), (b) no change in the class eligible to receive Incentive
Stock Options and (c) no expansion in the class eligible to receive
non-statutory stock options. In addition to the foregoing, the approval of the
Company's stockholders shall be sought for any amendment to the Plan for which
the Board deems stockholder approval necessary in order to comply with Rule
16b-3. In any event, no amendment may adversely affect any then outstanding
Option or any unexercised portion thereof, without the consent of the Optionee,
unless such amendment is required to enable an Option designated as an Incentive
Stock Option to qualify as an Incentive Stock Option.
IN WITNESS WHEREOF, the undersigned President of the Company certifies that
the foregoing Amended and Restated Medjet Inc. 1994 Stock Option Plan was duly
adopted by the Board of Directors of the Company on the 5th day of February,
1997.
--------------------------------------------
A-5
PLAN HISTORY
------------
September 30, 1994 Board of Directors adopts the Medjet Inc.
1994 Employee Stock Option Plan (the "INITIAL
PLAN") with a share reserve of twenty-five
thousand shares.
May 27, 1995 Stockholders approve the Initial Plan with a
share reserve of twenty-five thousand shares.
March 29, 1996 200,000 additional shares of Common Stock are
reserved for issuance under the Stock Option
Plan, after giving effect to the 1.987538926
for 1 stock split of the Company's Common
Stock approved on March 29, 1996 and
effected on August 6, 1996 for a total of
249,688.
May 2, 1996 Stockholders approve the 200,000 increased
share reserve to a total of 249,688 shares.
February 5, 1997 200,000 additional shares of Common Stock
are reserved for issuance under the Stock
Option Plan for a total of 449,688 shares.
June 27, 1997 Stockholders approve the 200,000 increased
share reserve to a total of 449,688 shares.
A-6
[FRONT]
MEDJET INC.
PROXY
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 27, 1997JULY 16, 1999
The undersigned hereby appoints Dr. Eugene I. Gordon, Ph.D. and Thomas M.
Handschiegel or either of them, as proxies, with full individual power of
substitution to represent the undersigned and to vote all shares of Common Stockcapital
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at 1090 King Georges Post Road, Suite
505, Edison,Temple Beth-El Mekor
Chayim, 338 Walnut Avenue, Cranford, New Jersey on June 27, 1997July 16, 1999 at 10:00 A.M., local time,9:30 a.m.
and any and all adjournments thereof, in the manner specified below:below. If this
Proxy is returned without direction being given, the Proxy will be voted FOR
each proposal. The Board of Directors recommends a vote FOR each proposal.
1. Election of directors
NOMINEES:
--------
Dr. Eugene I. Gordon Robert G. Donovan
Dr. Steven G. Cooperman James J. Bialek
Sanford J. Hillsberg
|_|Directors
Nominees: Eugene I. Gordon, Ph.D. Edward E. David, Jr., Sc.D. William C. Hittinger
Ronald B. Odrich, D.D.S., P.C. Elias Snitzer, Ph.D.
[_] FOR all nominees listed above
|_|[_] WITHHOLD AUTHORITY to vote for the following:
---------------------------------------------------------------------------_________________________________________________________
[_] WITHHOLD AUTHORITY to vote for all nominees
2. Proposal to amend the Company's 1994 Stock Option Plan to increase the
number of shares of Common Stock available for issuance thereunder.
|_|[_] FOR |_|[_] AGAINST |_|[_] ABSTAIN
[BACK]IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS IN PERSON, PLEASE
SO INDICATE BY MARKING THE BOX. [_]
(Continued, and to be dated and signed, on the other side)
THIS PROXY, WHEN PROPERLY EXECUTED, SHALL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL. Should
any other matter requiring a vote of the stockholders arise, the persons
named in this Proxy or their substitutes shall vote in accordance with
their best judgmentjudgement in the interest of the Company. The Board of
Directors is not aware of any matter which is to be presented for action at
the meeting other than the matters set forth herein.
Dated: -------------------------Dated , 1997
----------------------------------------1999
-------------------
------------------------------------------
Signature
-----------------------------------------------------------------------------------
Signature
Please sign the Proxy exactly as name
appears.
Whenappears hereon. If shares are held by
joint tenants, both should sign.
Executors, administrators, trustees or
otherwiseothers signing in a representative
capacity should indicate the capacity in
which signed.
PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.