SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 1999
MEDJET INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-11765 22-3283541
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(Commission File Number) (I.R.S. Employer Identification No.)
1090 King Georges Post Road, Suite 301
Edison, New Jersey 08837
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(Address of Principal Executive Offices) (Zip Code)
(732) 738-3990
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Recent Private Placement.
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On December 6, 1999, Medjet Inc. (the "Registrant") completed a private
placement (the "Private Placement") of 16,000 shares of a newly created Series B
Convertible Preferred Stock, $.01 par value per share (the "Series B Preferred
Stock"), at an aggregate price of $2,000,000. Each share of Series B Preferred
Stock initially is convertible into shares of Common Stock of the Registrant at
a price of $1.25 per share, subject to antidilution adjustments. The purchasers
in the Private Placement also received warrants (the "Private Placement
Warrants") to purchase up to 1,600,000 shares of Common Stock at an initial
exercise price of $3.50 per share. The exercise price and number of shares of
Common Stock purchasable under the Private Placement Warrants also are subject
to antidilution adjustments. The Private Placement Warrants may be exercised at
any time after January 31, 2000 and until December 3, 2004.
In connection with the Private Placement, the Registrant also issued
Private Placement Warrants to purchase up to 500,000 shares of Common Stock to
Adam Smith & Company, Inc. ("ASC") pursuant to an investment banking agreement,
dated December 3, 1999, entered into between the Registrant and ASC.
Certain additional information regarding the Private Placement is included
in the Registrant's press release dated December 7, 1999 filed as an exhibit
hereto, which information is incorporated by reference.
Termination of Alcon Agreement.
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On December 13, 1999, the Registrant received notice from Nestle S.A. that
it was terminating the Exclusive License Agreement, dated July 22, 1998, with
the Registrant under which Alcon Laboratories, a Nestle affiliate, had been
granted an exclusive license to develop the Registrant's waterjet technology for
ophthalmologic applications. In accordance with the terms of the Exclusive
License Agreement, the termination will be effective three months after the
notice from Nestle.
Certain additional information regarding the termination of the Exclusive
License Agreement is included in the Registrant's press release dated December
16, 1999 filed as an exhibit hereto, which information is incorporated by
reference.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits.
(c) Exhibits
The following exhibits are filed as part of with this Form 8-K:
3.1 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Registrant.
3.2 Certificate of Designations of Series B Convertible
Preferred Stock of Medjet Inc.
4.1 Subscription Agreement for Series B Convertible Preferred
Stock and Warrants, dated as of December 3, 1999, by and
among the Registrant and the "Investors" (as defined
therein).
4.2 Composite copy of Common Stock Purchase Warrant, dated
December 3, 1999, by the Registrant in favor of the
Investors.
4.3 Registration Rights Agreement, dated December 3, 1999, by
and among the Registrant and the Investors named therein.
4.5 Investment Banking Agreement, dated December 3, 1999,
between the Registrant and Adam Smith & Company, Inc.
99.1 Press release of December 7, 1999 relating to the Private
Placement.
99.2 Press release of December 16, 1999 relating to the
termination of its Alcon Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDJET INC.
(Registrant)
Date: December 16, 1999
By: /s/ Thomas M. Handschiegel
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Name: Thomas M. Handschiegel
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant.
3.2 Certificate of Designations of Series B Convertible Preferred Stock
of Medjet Inc.
4.1 Subscription Agreement for Series B Convertible Preferred Stock and
Warrants, dated as of December 3, 1999, by and among the Registrant
and the "Investors" (as defined therein).
4.2 Composite copy of Common Stock Purchase Warrant, dated December 3,
1999, by the Registrant in favor of the Investors.
4.3 Registration Rights Agreement, dated December 3, 1999, by and among
the Registrant and the Investors named therein.
4.5 Investment Banking Agreement, dated December 3, 1999, between the
Registrant and Adam Smith & Company, Inc.
99.1 Press release of December 7, 1999 relating to the Private
Placement.
99.2 Press release of December 16, 1999 relating to the termination of
the Alcon Agreement.