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): August 17, 2001.
MEDJET INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-11765 22-3283541
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) Identification Number)
1090 King Georges Post Road, Suite 301
Edison, New Jersey 08837
(Address of Principal Executive Offices, Including Zip Code)
(732) 738-3990
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On August 17, 2001, Medjet Inc., a Delaware corporation (the
"Registrant"), VISX, Incorporated, a Delaware corporation ("VISX") and Orion
Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of VISX, entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement"), which provides, among other things, for
the potential merger (the "Merger") of Merger Sub with and into the Registrant,
at VISX's option. On August 17, 2001, the Registrant and VISX also entered into
a one-year research and development agreement under which VISX will provide
funding to the Registrant to pursue new ophthalmic technologies and products.
Under the terms of the Merger Agreement, if VISX chooses to go forward
with the Merger and subject to other customary conditions to closing, each
outstanding share of common stock of the Registrant would be canceled and
extinguished and would be converted automatically into the right to receive two
dollars ($2.00) in cash at the effective time of the Merger. In addition, each
outstanding vested option to purchase shares of the Registrant's common stock
(each, a "Stock Option") under the Registrant's 1994 Stock Option Plan and each
outstanding warrant to purchase shares of the Registrant's common stock (each, a
"Warrant") not exercised prior to the effective time of the Merger would be
canceled and extinguished. VISX would pay to each holder of a Stock Option or
Warrant the difference between $2.00 and the exercise price per share (if less
than $2.00) of the Registrant's common stock underlying such Stock Option or
Warrant multiplied by the total number of shares of the Registrant's common
stock underlying such Stock Option or Warrant (other than any Warrants held by
VISX). VISX will not pay any amounts with respect to any Stock Options or
Warrants that have an exercise price equal to or greater than $2.00. Upon
consummation of the Merger, the Registrant would become a wholly-owned
subsidiary of VISX.
VISX may terminate the Merger Agreement at any time prior to the
effective time of the Merger for any or no reason. In consideration for such
termination right, VISX paid the Registrant $500,000 concurrently with the
execution of the Merger Agreement. The Registrant also issued to VISX a
three-year warrant to purchase 1,320,000 shares of the Registrant's common
stock, at an exercise price per share of $0.75.
The closing of this transaction is contingent upon, among other things,
approval by the Registrant's stockholders, the receipt of any necessary third
party consents and other customary closing conditions. Notwithstanding the
foregoing, VISX may elect not to consummate the Merger even if all of the other
conditions set forth in the Merger Agreement are satisfied by the Registrant.
The Merger Agreement also provides for a break-up fee of $500,000 which would be
owed by the Registrant, and a non-exclusive license of Registrant's patents and
technology which would become effective, under certain conditions of
termination.
On August 17, 2001, VISX and Eugene I. Gordon ("Gordon") entered into a
Voting and Stock Option Agreement (the "Voting Agreement"). Pursuant to the
Voting Agreement, Gordon, who currently owns approximately 32% of the
outstanding shares of the Registrant's common stock, agreed to vote his shares
of common stock in favor of the Merger. In addition, Gordon granted to VISX an
irrevocable option (the "Purchase Option") to purchase (i) all of his shares of
common stock then owned by him and all shares of common stock or the
Registrant's preferred stock owned by Gordon beneficially or acquired after the
date of the Voting Agreement, at a
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price of $2.00 per share, and (ii) the number of vested options and/or warrants
to purchase the Registrant's common stock ("Stock Options") then owned by
Gordon, any other Stock Options owned by Gordon beneficially or acquired after
the date of the Voting Agreement, at a price equal to the difference of $2.00
and the exercise price per share (if less than $2.00) of each Stock Option. The
Purchase Option is exercisable only if (i) the Merger Agreement is terminated
under certain provisions of the Merger Agreement or (ii) VISX attempts to effect
the Merger but is unable to do so for any reason, as set forth in the Voting
Agreement, and is not exercisable unless VISX exercises the Purchase Option in
full.
The foregoing summaries of the Merger Agreement and the Voting
Agreement are qualified in their entirety by reference to such agreements,
copies of which are attached hereto as Exhibits 2.1 and 10.1 respectively.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed as part of this Form 8-K:
2.1 Agreement and Plan of Merger and Reorganization, by
and among the Registrant, VISX and Merger Sub, dated
as of August 17, 2001.
10.1 Voting and Stock Option Agreement by and between VISX
and Eugene I. Gordon, dated as of August 17, 2001.
99.1 Press Release relating to the potential Merger.
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 hereunto duly authorized.
MEDJET INC.
(Registrant)
Date: August 24, 2001 By: /s/ Eugene I. Gordon
--------------------------------------
(Signature)
Name: Eugene I. Gordon, Ph.D.
Title: Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, by and
among the Registrant, VISX and Merger Sub, dated as of
August 17, 2001.
10.1 Voting and Stock Option Agreement by and between VISX and
Eugene I. Gordon, date as of August 17, 2001.
99.1 Press Release relating to the potential Merger.