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|
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)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MEDJET INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
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):
N/A
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
|_| 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: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
MEDJET INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 199823, 2000 AND
PROXY STATEMENT
June 2, 1998MAY 10, 2000
MEDJET INC.
1090 KING GEORGES POST ROAD
SUITE 301
EDISON, NEW JERSEY 08837
--------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 1998
---------------------------23, 2000
-----------------------
To the Stockholders of Medjet Inc.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of the stockholders of Medjet
Inc., a Delaware corporation (the "Company"), will be held on Monday,Friday, June 22, 199823,
2000, at Temple Beth-El Mekor Chayim, 338 Walnut Avenue, Cranford, New Jersey
07016 (telephone 908-276-9231) at 9:30 a.m.A.M., local time, for the following
purposes:
1. To elect five directors to hold office until the 19992001 Annual Meeting of
Stockholders; and
2. To transact such other business as may properly be presented at the 1998 Annual
Meeting of Stockholders and at any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 23,
199826, 2000 as the
record date for the purpose of determining stockholders who are entitled to
notice of and to vote at the 1998 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
1998 Annual Meeting,
please mark and sign the enclosed proxy card and return it in the enclosed
envelope whether or not you plan to attend.attend the Annual Meeting.
By Order of the Board of Directors,
/s/Thomas M. Handschiegel
Thomas M. Handschiegel
SECRETARY
Edison, New Jersey
June 2, 1998May 10, 2000
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 1998 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
SUITE 301
EDISON, 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 of Directors""Board") from holders of the
outstanding shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"), and from holders of the outstanding shares of the
Company's Series AB Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock") and the
Company's Common Stock, par value $.001 per share (the "Common Stock")
(collectively, the"Series B Preferred Stock and the Common Stock are hereinafter referred
to as the "Capital Stock"), for use at the 1998 Annual Meeting of Stockholders of
the Company to be held on Friday, June 22, 199823, 2000, at Temple Beth-El Mekor Chayim,
338 Walnut Avenue, Cranford, New Jersey 07016 (telephone 908-276-9231) at 9:30
a.m.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 the CapitalCommon Stock and Series B Preferred Stock (the
"stockholders") as of the close of business on April 23, 199826, 2000 (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 110,000 shares of Preferred Stock issued and outstanding held by five holders of
record and 3,686,2803,901,431 shares of Common Stock
issued and outstanding held by approximately 38 holders54 stockholders of record. Holdersrecord and
10,400 shares of Series B Preferred Stock are entitled to
1.66 votes on each matter consideredissued and voted upon at the Annual Meeting for
each shareoutstanding held by seven
stockholders of Preferred Stock held of record as of the Record Date.record. Holders of Common Stock are entitled to one vote on each
matter to be considered and voted upon at the Annual Meeting for each share of
Common Stock held of record as of the Record Date. Holders of CapitalSeries B Preferred
Stock are entitled with respect to each matter to be considered and voted upon
at the Annual Meeting to cast the number of votes equal to the number of shares
of Common Stock into which such Series B Preferred shares can be converted. Each
share of Series B Preferred Stock currently is convertible into 100 shares of
Common Stock. Stockholders may not cumulate their votes for the election of
directors. Shares of Capital 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 VOTED BY THE PROXY HOLDERS "FOR" THE ELECTION AS
DIRECTORS OF THE COMPANY OF THE FIVE
NOMINEES NAMED BELOW TO SERVE UNTIL THE 19992001 ANNUAL MEETING OF STOCKHOLDERS,
AND, IN THE DISCRETION OF THE PROXY HOLDERSPROXYHOLDERS, AS TO ANY OTHER MATTER WHICH MAY
PROPERLY BE PRESENTED AT THE ANNUAL MEETING. TheThis Proxy Statement and the
accompanying proxy card are being mailed to Company stockholders beginning on or
about June 2, 1998.
May 10, 2000.
Any holder of Capital Stock giving astockholder who returns the accompanying proxy in the form accompanying the
Proxy Statement has the power tomay revoke the proxyit 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,to the Company's offices, Attention: Corporate Secretary.
Any holder of Capital Stockstockholder 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 Capital Stockstockholder to the person(s) named and that such person(s) named be present
and vote at the meeting.Annual Meeting. Proxy cards on which other proxyholders have
been named should not be mailed to the Company.
A majority of shares of Capital Stock entitled to vote on a matter,
representedThe presence at the Annual Meeting, either in person or by proxy, shall constitute a quorum for action on a
matter atof the Annual Meeting. Abstentions and broker non-votes are counted as
present for purposes of determining whether there is a quorum at the Annual
Meeting. 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
entitled to receive notice of and to vote on a matter at a meeting in whichthe
Annual Meeting will be necessary to constitute a quorum is present shall befor the acttransaction of
the stockholders, except as otherwise provided by law. The Delaware
General Corporation Law provides that directors are elected by a plurality of
the votes cast.business. Abstentions and so-called broker non-votes have no legal effect on whether"non-votes" will be counted for
purposes of determining the presence of a nominee for director is electedquorum, but will have no effect upon
the same effect as votes against
other matters being voted upon.outcome of the election of directors.
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 (732) 738-3990.
PROPOSAL - ELECTION OF DIRECTORS
Unless a stockholder specifies otherwise, each returned proxy card will be voted
for"FOR" the election to the Board of the five nominees who are named below. Each nomineeof the
nominees has consented to being named as a nominee for director and agreed to
serve if elected. Each nominee, if elected, would serve until his successor is
elected at the Annual Meeting of Stockholders for 1999 and qualified or until
his removal or resignation.qualified. If any nominee is unavailable for election at the time of
the Annual Meeting, the proxyholders will exercise their discretionary authority will be exercised
to vote for substitutes, unless the Board of Directors chooses instead to reduce the number
of directors. The Company is not aware of any circumstances that would render
any nominee unavailable. Eugene I. Gordon and Sanford J. HillsbergAll nominees are the only
nominees currently serving on the Board. The
ages of the nominees are given as of April 30, 1998.2000.
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED BELOW.
2
o EUGENE I. GORDON, PH.D., age 67,69, is the founder and President
- Technology DevelopmentChief Executive
Officer of the Company and has been a directorDirector and Chairman of the
Board of Directors since the Company's inception in December 1993. HeDr. Gordon 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. 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
1994.
o SANFORD J. HILLSBERG,EDWARD E. DAVID, JR, SC.D., age 49,75, has been a director of the Company
since August 1996. Mr. Hillsberg has been engaged in the
private practice of corporate law since 1973 and is currently the
managing partner of Troy & Gould Professional Corporation in Los
Angeles, California. From 1983 to 1993, he served as a director
and Vice President of Medco Research Inc., a publicly-traded
pharmaceutical research and development company.
o EDWARD E. DAVID, JR, SC.D., age 73,June 1998. Dr. David has been a business consultant specializing
in research, technology and innovation management and development
since 1986.1986 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 as a directoron the boards of Aquasearch, Inc.,
Intermagnetics General Corporation, InterVU, Inc., Protein Polymer
Technologies Inc. and Spacehab, Inc., each a
publicly-traded company.of which is
publicly-traded.
o MALCOLM R. KAHN,WILLIAM C. HITTINGER, age 51, is presently a management consultant
focused on high-tech company fundraising. From 1989 to 1998, Mr.
Kahn was President and Chief Executive Officer of Membrex, Inc.,
a biotechnology and environmental membrane separations company.
Prior to 1989, Mr. Kahn was Managing Director and Chief Executive
Officer of Kratos Group PLC, an analytical instrument company
focused on liquid chromatography, mass spectrometry and surface
analysis systems.
o STEVE M. PELTZMAN, age 51, is President, Chief Executive Officer,
and77, has been a director of NuGene Technologies, Inc., a privately-held
gene/drug delivery company. From 1994 to 1997,the Company since
July 1999. Mr. Peltzman was
President and Chief Operating Officer of OSI Pharmaceutical
("OSIP," also known as Oncogene Science), andHittinger has been a memberbusiness consultant since retiring
in 1986 as an Executive Vice President of its board since 1992. From 1984 until 1992,RCA Corporation. While at
RCA, Mr. PeltzmanHittinger'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 President Chief Executive Officer andof General Instrument Corp. Mr. Hittinger has
previously served as a director of Applied
bioTechnology, whose cancer businessUNC 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
Board of Trustees and Interim President of Lehigh University. Mr.
Hittinger is a Fellow of the Institute of Electrical and Electronics
Engineers, a Fellow of the Royal Society of Arts, and a member of the
National Academy of Engineering. Mr. Hittinger was acquired by OSIP. Mr.
Peltzman also servesa member of
President Reagan's National Security Telecommunications Advisory
Committee from 1982 to 1986 and a member of the U.S. - Brazil
Presidential Committee on Science and Technology in 1987.
o RONALD B. ODRICH, DDS, age 68, has been a director of the boardCompany
since July 1999. Dr. Odrich has, since 1963, been engaged in the
private practice of Life Science Economics,dentistry, with a management consulting firm,specialization in
periodontology. Since 1997, Dr. Odrich has
3
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 1992, served as a guest lecturer and associate 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 Executive
Committee.the Academy of
Osseointegration, the American Academy of Implantology and the
American Dental Association.
o ELIAS SNITZER, PH.D., age 75, has been a director of the Company since
July 1999. Dr. Snitzer 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 Photo
Refractive Enterprises, Inc., a privately-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 Honeywell. His honors
and awards include the George Money Award of the American Ceramic
Society, IEEE Quantum Electronics Award, the Charles Townes Award of
OSA, the John Tyndall Award of OSA/IEEE and election to the National
Academy of Engineering.
GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS
The business and affairs of the Company are managed by the Board of Directors.
The Board of Directors held eightseven meetings in 1997.1999. Each member of the Board of
Directors attended at least 75% of the aggregate number of meetings of the Board
of Directors heldand any committee of the Board of which he was a member during
1997.1999.
COMMITTEES OF THE BOARD OF DIRECTORS
To assist it in carrying out its duties, the Board of Directors has two standing
committees, anthe Audit and Compensation Committee and a Compensationthe Scientific Advisory
Committee. The Board of Directors does not have a nominating committee or any
committee performing similar functions, and all matters which would be
considered by such a committeecommittees are acted upon by the full Board of Directors.
Neither the Audit and Compensation Committee nor the CompensationScientific Advisory
Committee held any formal meetings during 1997.1999.
The Audit and Compensation Committee has two members and currently consists of James J.
BialekEdward E. David, Jr.
and Robert G. Donovan,William C. Hittinger, neither of whom is an employee of the Company. The
Audit and Compensation Committee's primary function isfunctions are to administeradvise and overseeconsult
with the Board of Directors in the administration and oversight of the audits of
the Company's books and accounts. The Compensation Committee has two members and
currently consists of James R. Adwers, M.D. and James J. Bialek, neither of whom
is an employeerecords, in the review of the Company. The Compensation Committee's primary functions
are to review the compensation forof the
Company's officers and directors, and to
advise the Board in administering the Company's 1994 Stock
Option Plan, as
amendedPlan.
4
The Scientific Advisory Committee currently consists of Ronald B. Odrich and
restated (the "Stock Option Plan").Elias Snitzer. The Scientific Advisory Committee's primary functions are to
advise and consult with management and the Board of Directors on matters
relating to the applications of the Company's waterjet technology.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company receive no additional
compensation for service as members of the Board of Directors or any committee
thereof.of the Board. With respect to future compensation, of outside directors,
each outside director will receive,be
granted, in connection with his or her election and reelection as a director,
options pursuant to the Company's Stock Option Plan, options to purchase 10,000 shares
of Common Stock with an exercise price equal to $5.00the fair market value per share.share
of the Common Stock on the date of grant. The options will vest ratably to the extent of 50% of the shares of
Common Stock covered thereby upon the earlier
of each of the first and second
anniversary ofone year from the date of grant or the day immediately preceding each
successivethe
subsequent annual meeting of stockholders, subsequent to the date of grant, provided 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 1997, Dr. Adwers1999, Drs. David, Odrich and Messrs. Bialek, DonovanSnitzer and
HillsbergMr. Hittinger each received options to purchase 3,000, 5,500,
6,000 and 5,00010,000 shares of Common Stock
respectively. Thewith an exercise price of such
options ranged from $7.63 to $8.47$1.37 per share.
EXECUTIVE COMPENSATION
SUMMARY 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 President - Technology Development,Chairman of
the Board and Chief Executive Officer (the "Named Executive Officer"), with
respect to the years ended December 31, 19971999, 1998 and 1996, and the only1997. There were no other
executive officerofficers of the Company whose cash and cash equivalent compensation
exceeded $100,000 during the last fiscal year
(collectively, the "Named Executive Officers").year.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------------------------Summary Compensation Table
Annual Compensation Long-term Compensation
------------------- ----------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARYOther Annual Securities Underlying All Other
Name and Principal Position Year Salary($) Bonus ($) BONUSCompensation ($) COMPENSATION ($) COMPENSATIONOptions (#) Compensation ($)
- --------------------------- ---- ------------------ --------- ---------------- --------------------- ----------------
Eugene I. Gordon .......... 1997 $169,900 $25,0001999 $141,667 $ 20,000 $ 1,524 (1) $2,394(2)
President150,000 $ - Technology 1996 122,617 -- (1) 1,200(2)
Development and
Chairman of the Board Thomas M. Handschiegel ....and 1998 155,500 - 1,722 (1) 42,500 -
Chief Executive Officer 1997 $101,100 $ -- $169,900 25,000 2,394 (1) $412(2)
Vice President - Finance 1996 76,408 ---
(1) 97(2)
and Human Resources
and Secretary
- ---------------------
(1) Consists of perquisites in an amount less than the applicable reporting
threshold.
(2) Consists of payment of annual life insurance premiums.
5
STOCK OPTION GRANTS
NoThe following table sets forth information concerning the grant of stock options
to purchase Capital Stock were granted by the Companyduring 1999 to the Named Executive Officers during 1997.Officer.
OPTION EXERCISES ANDGRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
Percentage of Total
Number of Securities Options Granted to Exercise Price
Underlying Options Employees in Fiscal Year Per Share Expiration Date
- -------------------- ------------------------ -------------- ---------------
150,000 89.8% $.89 April 9, 2009
YEAR-END VALUE No stock options or stock appreciation rights were exercised by the
Named Executive Officers during 1997.TABLE
The following table sets forth information regarding the number and year-end
value of unexercised options to purchase Common Stock held at December 31, 19971999 by each of the Named Executive
Officers.
1997 OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED "IN-THE-MONEY"(1)
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#) YEAR-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
Eugene I. Gordon........................... 0/0Officer. No stock options were exercised by the Named Executive Officer during
fiscal 1999.
1999 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
------------------------- -------------------------
42,500/150,000 $ - /$ -
Thomas M. Handschiegel..................... 3,333/6,667 5,083/10,167
- ---------------------
(1) Options are considered "in-the-money" if the fair market value of the
underlying securities exceeds the exercise price of the options. The amounts set
forth represent the difference between $7.125 per share, the fair
market value of the Common Stock issuable upon exercise of the options
at December 31, 1997, and the exercise price of the options, multiplied
by the applicable number of options.
EMPLOYMENT AGREEMENTS
Effective as of March 15,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 $169,600$160,000 per year, including certain
automobile allowances, 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 Common Stock of the
Company. These options, the vesting of which was contingent on the number of
months such base compensation was reduced, became fully vested on April 30,
1999.
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. Under the agreement, Dr. Gordon was
6
also issued a total of 150,000 options to purchase Common Stock, pursuant to the
Company's 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
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-Finance and Human
Resources and Secretary, for an indefinite term. The agreement, which was
amended effective January 1, 1997, provides for 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 Mr. Handschiegel's competition with the
Company for a period of two years after termination of his employment with the
Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the CapitalCompany's Common Stock as of April 30, 1998,2000 by (i) each person
known to the Company to own beneficially more than 5% of either class of
the outstanding shares of CapitalCompany's Common
Stock, (ii) each director of the Company and
each nominee for director of the Company, (iii) the Named Executive OfficersOfficer 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 stockholders of the Company.
Preferred Stock Common Stock
------------------------ -------------------------Amount and Nature Of
Beneficial Percentage of
Name and Address of Number of Percent Number of Percent Total Voting
Beneficial Owner Shares ofOwnership (1) Class Shares(1) of Class Power
- --------------------(1)
------------------------------------ ---------------- --------- -------- ---------- -------- -------------
Cam & Co.Richard Grossman (2) 25,000 22.7% 41,528.......................................... 1,989,000 (3) 1.1 1.1
Donald Chaifetz (4) 25,000 22.7 41,528 (3) 1.1 1.1
Mosdos Chinuch 33.8%
Orin Hirschman (2)............................................ 1,983,800 (4)(5) 10,000 9.1 16,611 (3) * *
Fernando Schecter (6) 37,000 33.6 61,462 (3) 1.6 1.6
Mark Schmerlina (6) 13,000 11.8 21,595 (3) * *33.7
Eugene I. Gordon (6).......................................... 1,739,287 (7) __ __ 1,591,687 43.2 41.1
Thomas43.0
Adam-Jack M. Handschiegel (7) __ __ 6,375Dodick, MD General Partnership (2)............... 260,000 (8) * *
James R. Adwers (9) __ __ 3,000 (9) * *
James J. Bialek (10) __ __ 7,500 (10) * *
Robert G. Donovan (11) __ __ 12,000 (11) * *
Sanford J. Hillsberg (12) __ __ 55,527 (12) 1.5 1.46.3
Edward E. David, Jr. (7) __ __ __ __ __
Malcolm R. Kahn (7) __ __ __ __ __
Steve M. Peltzman (7) __ __ __ __ __(6)...................................... 20,000 (9) *
William C. Hittinger (6)...................................... 10,000 (9) *
Ronald B. Odrich (6).......................................... 18,000 (10) *
Elias Snitzer (6)............................................. 10,000 (9) *
All executive officers and __ __ 1,676,089 (13) 45.0 42.9 directors as a group (6 persons)
- --------------------------... 1,823,662 (11) 44.3%
- --------------------------------------
* Represents beneficial ownership of less than 1% of the 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
7
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 April 30, 2000, are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person.
Except as indicated in the footnotes to this table, the beneficial
owner named in the table has sole voting and investment power with
respect to the shares set forth opposite such beneficial owner's name.
(2) Each such person's business address is 101 East 52nd Street, New York,
New York 10022.
(3) Consists of 832,000 shares issuable upon conversion of Series B
Preferred Stock and 1,157,000 shares issuable upon exercise of Private
Placement Warrants. Mr. Grossman, together with his wife, Ana Grossman,
as joint tenants with right of survivorship, owns directly 104,000 of
the shares shown, consisting of 52,000 shares issuable upon conversion
of Series B Preferred Stock and 52,000 shares issuable upon exercise of
Private Placement Warrants.
(4) Mr. Grossman and Mr. Hirschman may be deemed the beneficial owners of
1,885,000 of the shares shown by virtue of being co-owners of less than 1% of the outstanding
shares of Capital 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, 1998 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) Such person's business address is 486 Arbuckle Avenue, Cedarhurst,
New York 11516.
(3) Consists of shares of Common Stock issuable upon conversion of the
Preferred Stock held by such person.
(4) Such person's business address is 1312 Allerbach Avenue, Hewlett,
New York 11557.
(5) Such person's business address is 35 Balfour Place, Brooklyn,
New York 11225.
(6) Such person's business address is c/o Yeshivat Tomechi Tmimim, Shikoon
Chabad, Lod, Israel POB 46.
(7) Each such person's business address is 1090 King Georges Post Road,
Suite 301, Edison, New Jersey 08837.
(8) Includes 4,375 shares subject to exercisable options.
(9) Such person's business address is 730 Central Avenue, Murray Hill, New
Jersey 07974. Consists of shares subject to exercisable options.
(10) Such person's business address is One Becton Drive, Franklin Lakes, New
Jersey 07417-1880. Includes 5,500 shares subject to exercisable
options.
(11) Such person's business address is Suite 300, 4 Landmark Square,
Stamford, Connecticut 06901. Includes 2,000 shares subject to
exercisable warrants and 6,000 shares subject to exercisable options.
(12) Such person's business address is 1801 Century Park East, Suite 1600,
Los Angeles, California 90067. Includes 9,000 shares subject to
exercisable options and 3,975 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.
(13) Includes 27,875 shares subject to exercisable options and 12,975
shares subject to exercisable warrants.
CERTAIN TRANSACTIONS
In each of
MayAdam Smith & Company, Inc. ("ASC"), Adam Smith Capital Management LLC
("ASCM"), and June 1996, Eugene I. Gordon, President - Technology
DevelopmentDiamond Capital Management, Inc. ("DCM"). DCM is the
Investment Manager of Adam Smith Investments, Ltd., a British Virgin
Islands corporation ("ASI"). ASCM is the sole general partner of Adam
Smith Investment Partners, L.P. ("ASIP"). Mr. Grossman and ChairmanMr.
Hirschman are the sole officers and directors of ASC and DCM and the
only member-managers of ASCM. All of such 1,885,000 shares are owned,
directly or indirectly, by ASC, DCM, ASI and ASCM.
(5) Includes 829,400 shares issuable upon conversion of Series B Preferred
Stock and 1,154,400 shares issuable upon exercise of Private Placement
Warrants. Mr. Hirschman owns directly 98,800 of the Boardshares shown,
including 49,400 shares issuable upon conversion of Directors, made unsecured loansSeries B Preferred
Stock and 49,400 shares issuable upon exercise of Private Placement
Warrants.
(6) Each such person's business address is 1090 King Georges Post Road,
Suite 301, Edison, New Jersey 08837.
(7) Includes 142,500 shares subject to the
Company in the principal amountsexercisable options and warrants.
(8) Consists of $100,000130,000 shares issuable upon conversion of Series B
Preferred Stock and $65,000, respectively. The
loans, on which interest accrued at the per annum rates130,000 shares issuable upon exercise of 7%Private
Placement Warrants.
(9) Consists of shares subject to exercisable options.
(10) Includes 10,000 shares subject to exercisable options.
(11) Includes 216,875 shares subject to exercisable options and 9%,
respectively, were repaid by the Company in full in May and June, 1997,
respectively.warrants.
OTHER MATTERS
8
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) 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 1997,1999, all such persons complied with all
reporting requirements under Section 16(a), 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, 19971999 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, 1998.2000. 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. Rosenberg Rich Baker
Berman and Company has advised the Company that neither it nor any of its
principals has any direct financial interest in the Company as a promoter,
underwriter, voting trustee, director, officer or employee. All professional
services rendered by Rosenberg Rich Baker Berman and Company during 1997 were
furnished at customary rates.
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 1999 annual meeting2001 Annual Meeting of stockholdersStockholders
must be received by February 16, 2001. If the Company is not notified of a
stockholder proposal by May 4, 2001, 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 February 2, 1999.08837.
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 CapitalCommon
Stock held
9
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 19971999 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., 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837, telephone (732)
738-3990.
By Order of the Board of Directors
Thomas M. Handschiegel
SECRETARY
Edison, New Jersey
June 2, 1998May 10, 2000
10
MEDJET INC.
ANNUAL MEETING OF STOCKHOLDERS
MONDAY, JUNE 22, 1998
9:30 A.M.
DIRECTIONS TO
TEMPLE BETH-EL
338 WALNUT AVENUE
CRANFORD, NEW JERSEY 07016
PHONE: (908) 276-9231
FROM GEORGE WASHINGTON BRIDGE
Rt. 80 West to Garden State Parkway South to Exit 137. Turn right onto North
Ave. to Walnut Ave. (5th traffic light). Turn left under trestle, 3 1/2 blocks
to Temple on right.
FROM HOLLAND TUNNEL OR LINCOLN TUNNEL
N.J. Turnpike to Exit 14 Newark Airport, follow signs, Route 78 West, to Garden
State Parkway South. Then follow directions above.
FROM VERRAZZANO BRIDGE
Staten Island Expressway to Goethals Bridge. Exit from Goethals Bridge via
1-278, to US 1-9 South. Go to 5th light (including light where I-278 merges with
US 1-9). Landmarks: Benedict Motel, Exxon Station on left; park on right.
Turn right onto Stiles St., go to 5th light. Turn left onto Valley Road, go to
1st light. Turn right onto Walnut Ave., continue on Walnut Ave. past 1 light,
under railroad trestle. Temple is on left, 0.4 miles beyond railroad.
FROM SOUTHERN N.J. AND PENNSYLVANIA
Garden State Parkway to Exit 135, bear left and follow circle beneath Parkway,
past Shop Rite to first light. This is Raritan Road. Turn right and at next
light turn left. This is Walnut Ave. Continue 3/4 mile to Temple on left (next
to Walnut Ave. school).
[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 22, 199823, 2000
The undersigned hereby revokes all prior proxies and appoints 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 capital
stockCommon Stock and Series B Preferred Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at Temple Beth-El Mekor Chayim, 338 Walnut Avenue, Cranford,
New Jersey on Friday, June 22, 199823, 2000, at 9:30 a.m.A.M. and at any and all
adjournments and postponements thereof, in the manner specified below. If this
Proxy is returned without direction being given, the Proxy will be voted FOR
proposal no. 1.each proposal. The Board of Directors recommends a vote FOR proposal no. 1.
1.each proposal.
Election of directorsDirectors
NOMINEES: Eugene I. Gordon, Ph.D |_|Ph.D. [ ] FOR all nominees listed
above
Sanford J. Hillsberg |_|Edward E. David, Jr., Sc.D.
William C. Hittinger [ ] WITHHOLD AUTHORITY to vote
Ronald B. Odrich, D.D.S., P.C. for the following nominee(s):
Elias Snitzer, Ph.D. _____________________________
[ ] WITHHOLD AUTHORITY to vote
for the following:
Edward E. David, Jr., Sc.d.
Malcolm R. Kahn
Steve M. Peltzman
If you plan to attend the Annual Meeting of Stockholders in person, please so
indicate by marking the box. |_|
[BACK]all nominees
(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 PROPOSAL NO. 1.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:-------------------------, 1998
-------------------------------------Dated ___________________, 2000
_______________________________
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 others signing
in a representative capacity
should indicate the capacity
in which signed.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS IN PERSON,
PLEASE SO INDICATE BY MARKING THE BOX. |_|
PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.