As filed with the Securities and Exchange Commission on September ___, 1999
Reg. No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDJET INC.
(Exact name of issuer as specified in its charter)
Delaware 22-3283541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1090 King Georges Post Road, Suite 301
Edison, New Jersey 08837
(Address of principal executive offices)
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1994 STOCK OPTION PLAN
AND
CERTAIN WARRANTS
(Full title of the plans)
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Eugene I. Gordon, Ph.D
Chief Executive Officer
Medjet Inc.
1090 King Georges Post Road, Suite 301
Edison, New Jersey 08837
(Name and address of agent for service)
(732) 738-3990
(Telephone number, including area code, of agent for service)
Copy to:
Dale E. Short, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount To Be Offering Price Aggregate Offering Amount of
Title of Securities To Be Registered Registered(1) Per Share Price Registration Fee
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Common Stock, $.001 par value 250,312(2) $1.4375(3) $359,824(3)
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Common Stock, $.001 par value.. 50,000 $ 1.00(4) $ 50,000(4)
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Common Stock, $.001 par value 10,000 $ 1.37(4) $ 13,700(4)
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Total 310,312 $423,524 $118
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(1) In accordance with Rule 416 of the General Rules and Regulations under the
Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional shares of Common Stock
as may become issuable pursuant to anti-dilution provisions of the plan and
warrants.
(2) We have amended our 1994 Stock Option Plan to add 250,312 shares of our
Common Stock to the number of shares we have available to issue upon the
exercise of options we grant pursuant to our 1994 Stock Option Plan.
Accordingly, we are registering the additional 250,312 shares of our Common
Stock under this Registration Statement.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of the Common
Stock as reported by the National Association of Securities Dealers OTC
Bulletin Board on September 22, 1999.
(4) The registration fee for shares of Common Stock issuable upon exercise of
outstanding warrants was calculated using the prices at which such warrants
may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by Medjet Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein:
(a) the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998, as amended by Amendment No. 1 to the Registrant's
Annual Report on Form 10-KSB/A;
(b) All other reports filed by the Registrant or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report referred to
in (a) above; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated May 24, 1996, filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
subsequently filed by the Registrant for the purpose of updating that
description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Sanford J. Hillsberg, a shareholder of the Registrant, is a member of the
law firm of Troy & Gould Professional Corporation, which is giving an opinion
upon the validity of the shares being registered. Mr. Hillsberg owns 28,552
shares of Common Stock and holds options and warrants to purchase an additional
31,950 shares of Common Stock (5,000 of which are being registered pursuant to
this Registration Statement). Mr. Hillsberg's wife owns 7,000 shares of Common
Stock and warrants to purchase an additional 7,000 shares of Common Stock, as to
which shares and warrants Mr. Hillsberg disclaims beneficial ownership. Troy &
Gould Professional Corporation also owns 10,000 shares of Common Stock and holds
warrants to purchase an additional 10,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 102(b)(7) of the General Corporation Law of the State
of Delaware (the "GCL"), Article SEVENTH of the Company's Amended and Restated
Certificate of Incorporation eliminates the personal liability of the Company's
directors to the Company and its stockholders except for liabilities related to
breach of duty of loyalty, actions not in good faith and certain other
liabilities. Section 145 of the GCL, permits a corporation to indemnify certain
persons, including officers and directors and former officers and directors, and
to purchase insurance with respect to liabilities arising out of their capacity
or status as officers and directors. Such law provides further that the
indemnification permitted thereunder
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shall not be deemed exclusive of any other rights to which officers and
directors may be entitled under the corporation's certificate of incorporation,
by-laws, any agreement or otherwise.
The By-Laws of the Company require it to indemnify to the full extent
permitted by the GCL, any person who is made or threatened to be made, a party
to an action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he is or was a director or officer of
the Company or serves or served as a director, officer, partner, trustee,
fiduciary, employee or agent of any other enterprise or organization at the
Company's request.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference as a
part of this Registration Statement:
4.1 Specimen Common Stock Certificate (previously filed as an exhibit
to the Registrant's Registration Statement on Form SB-2 (File No. 333-3184) and
incorporated herein by reference.)
4.2 1994 Stock Option Plan (previously filed as an exhibit to the
Registrant's Registration Statement on Form SB-2 (File No. 333-3184) and
incorporated herein by reference.)
4.3 Amendment to the 1994 Stock Option Plan.*
4.4 Warrant dated as of July 15, 1999 issued to Eugene I. Gordon.*
4.5 Warrant dated as of July 16, 1999 issued to Sanford J.
Hillsberg.*
4.6 Warrant dated as of July 16, 1999 issued to Malcolm R. Kahn.*
5 Opinion of Counsel as to the legality of securities being
registered.*
23.1 Consent of Accountants.*
23.2 Consent of Counsel (included in Exhibit 5).*
24 Power of Attorney (see page II-4).*
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* Included herewith.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Edison, State of New Jersey, on September 24,
1999.
MEDJET INC.
By: /s/ Eugene I. Gordon
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Eugene I. Gordon
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Eugene I. Gordon and Thomas M.
Handschiegel, and each of them, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution, for him in any and all
capacities, to sign this Registration Statement and any amendments hereto, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as he might do or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
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/s/ Eugene I. Gordon Chairman of the Board and September 24, 1999
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Eugene I. Gordon Chief Executive Officer (principal
executive officer)
/s/ Thomas M. Handschiegel Vice President - Finance and Human September 24, 1999
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Thomas M. Handschiegel Resources, Treasurer, and Secretary
(principal financial and accounting
officer)
/s/ Edward E. David, Jr. Director September 24, 1999
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Edward E. David, Jr.
/s/ William C. Hittinger Director September 24, 1999
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William C. Hittinger
/s/ Ronald B. Odrich Director September 24, 1999
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Ronald B. Odrich
/s/ Elias Snitzer Director September 24, 1999
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Elias Snitzer
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EXHIBIT INDEX
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4.3 Amendment to the 1994 Stock Option Plan.
4.4 Warrant dated as of July 15, 1999 issued to Eugene I. Gordon.
4.5 Warrant dated as of July 16, 1999 issued to Sanford J. Hillsberg.
4.6 Warrant dated as of July 16, 1999 issued to Malcolm R. Kahn.
5 Opinion of Counsel as to the legality of securities being
registered.
23.1 Consent of Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see page II-4).