Edgar Filing: MEDJET INC

Schedule 13D Page 1 of 7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Medjet Inc.
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(Name of Issuer)
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Common Stock, $0.001 Par Value
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(Title of Class of Securities)
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58501K-107
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(CUSIP Number)
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Timothy R. Maier, Executive Vice President and Chief Financial Officer
VISX, Incorporated
3400 Central Expressway, Santa Clara, CA 95051, (408) 773-2020
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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August 17, 2001
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]

Schedule 13D Page 2 of 7

CUSIP No. 58501K-107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

VISX, Incorporated.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)

(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) n/a
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power 3,725,000 (1)
Shares ----------------------------------------------------------------
Beneficially 8. Shared Voting Power 1,810,130 (1)
Owned by Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power 3,725,000 (1)
Person With ----------------------------------------------------------------
10. Shared Dispositive Power 1,810,130 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,535,130 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 70.1% (1)
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14. Type of Reporting Person (See Instructions)

CO
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(1) These figures are qualified by reference to Items 3, 4 and 5
herein.

Schedule 13D Page 3 of 7

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D (the "Statement") relates to shares of
Common Stock, $0.001 par value per share, of Medjet Inc., a Delaware corporation
("Medjet" or the "Issuer"), including shares of Series B Convertible Preferred
Stock that are convertible into Common Stock, warrants that are exercisable to
purchase Common Stock and options that are exercisable for Common Stock. The
principal executive offices of the Issuer are located at 1090 King Georges Post
Road, Suite 301, Edison, New Jersey 08837.

ITEM 2. IDENTITY AND BACKGROUND

This Statement is filed by VISX, Incorporated, a Delaware corporation
("VISX"). The address of VISX's principal executive offices is 3400 Central
Expressway, Santa Clara, CA 95051. VISX develops products and procedures to
improve people's eyesight using refractive laser technology.

Set forth on Schedule A is the name of each of the directors and
executive officers of VISX, and their present occupation or employment,
including the name, business and address of any corporation or other in which
such employment is conducted, as of the date hereof to VISX's knowledge.

Neither VISX, nor to VISX's knowledge, any person named on Schedule A
hereto, is required to disclose proceedings pursuant to Items 2(d) or 2(e). To
VISX's knowledge, except as set forth on Schedule A, each of the individuals
identified on Schedule A is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a) The Merger Agreement.

On August 17, 2001, VISX, Medjet and Orion Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of VISX ("Merger Sub"), entered into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement").
Pursuant to the Merger Agreement, VISX has agreed, subject to its right to
terminate the Merger Agreement at any time until August 17, 2002, and subject to
the satisfaction or waiver of various closing conditions, to acquire all
outstanding common stock of the Issuer in a merger transaction that would pay
$2.00 cash for each share of outstanding Medjet Common Stock (the "Merger"). If
the Merger is completed, the Merger Sub will merge with and into Medjet, with
Medjet surviving as a wholly-owned subsidiary of VISX. If and when the Merger is
consummated, the Merger Sub will cease to exist as a corporation, and all of the
business, assets, liabilities and obligations of the Merger Sub will be
transferred to Medjet as a matter of law with Medjet remaining as the surviving
corporation (the "Surviving Corporation").

Concurrently with the execution of, and pursuant to, the Merger
Agreement, VISX paid the Issuer $500,000, which price was paid for out of VISX's
working capital. Pursuant to the Merger Agreement, VISX received warrants to
purchase a total of 1,320,000 shares of Medjet's Common Stock, which are
exercisable for $0.75 per share (the "Merger Warrants").

(b) The Voting Agreement and License Agreement.

As an inducement to VISX to enter into the Merger Agreement, VISX and
Dr. Eugene I. Gordon ("Gordon"), the founder and Chief Executive Officer of the
Issuer, entered into a Voting and Stock Option Agreement, dated August 17, 2001
(the "Voting Agreement"). There are two main provisions to the Voting Agreement:
a voting provision and a stock option provision.

Pursuant to the voting aspect of the Voting Agreement, Gordon has agreed
to the following: (i) to appear at all Medjet stockholder meetings and to cause
his shares of Common Stock to be counted as present for purposes of establishing
a quorum; (ii) to vote his shares of Common Stock in favor of the approval and
adoption of the Merger Agreement and any action required in furtherance thereof;
and (iii) to vote his shares of Common Stock against any

Schedule 13D Page 4 of 7

Alternative Transactions or Frustrating Transactions (as those terms are defined
in the Voting Agreement) presented to Medjet's stockholders. Gordon has also
granted a proxy to VISX to vote his shares in the manner described in the
previous sentence (the "Proxy"). Currently, however, Gordon's shares of Common
Stock are subject to certain restrictions on transfer imposed by the Department
of Corporations of the State of California (the "Transfer Restrictions"), and
the Proxy will take effect only upon the lifting of these restrictions.

Pursuant to the stock option aspect of the Voting Agreement, VISX will
receive an option (the "Option") to purchase (i) Gordon's shares of Common
Stock, (ii) Gordon's stock options and warrants (to the extent such options and
warrants can be transferred to VISX pursuant to the terms of the governing
agreements or instruments), and (iii) any other shares of Common Stock or
options or warrants acquired by Gordon after the date of the Voting Agreement.
VISX may exercise the Option only upon the occurrence of certain events (each,
an "Exercise Event"), which may not occur. In general, an Exercise Event may be
deemed to occur: (i) if VISX terminates the Merger Agreement due to Medjet's
Board of Directors withdrawing, modifying or changing its recommendation of the
Merger Agreement or the Merger in a manner adverse to VISX, (ii) if VISX
terminates the Merger Agreement due to Medjet's Board of Directors making a
Company Adverse Recommendation Change (as defined in the Merger Agreement),
(iii) if VISX terminates the Merger Agreement as a result of Medjet failing to
comply with the non-solicitation provisions of the Merger Agreement in all
material respects, (iv) if VISX terminates the Merger Agreement due to the
announcement of a Takeover Proposal (as defined in the Merger Agreement) and
Medjet's Board of Directors failing to recommend against acceptance of such by
its stockholders or failing to reconfirm its approval and recommendation of the
Merger Agreement, (v) if Medjet terminates the Merger Agreement pursuant to
section 5.7(b) thereof, or (vi) if VISX makes, or indicates in writing its
willingness to make, sufficient funds available to effect the Merger, and
attempts to effect the Merger pursuant to the Merger Agreement and the Delaware
General Corporation Law, but is unable to do so for any reason. As with the
Proxy, the Option will take effect only upon the lifting of the Transfer
Restrictions.

In connection with the Merger, VISX and Medjet also entered into a
Non-Exclusive License Agreement, dated as of August 17, 2001 (the "License
Agreement"). Pursuant to the License Agreement, Medjet has agreed to grant VISX
a non-exclusive license to all Medjet Technology and Medjet Patents (as those
terms are defined in the License Agreement) at a five percent royalty rate. The
License Agreement, however, shall not come into force and effect if, prior to
the termination of the Merger Agreement, the Transfer Restrictions are lifted or
removed sufficient to allow Gordon to transfer his shares of Common Stock
to VISX pursuant to the Merger Agreement and the Voting Agreement.

VISX did not make any additional payments to Medjet pursuant to the
Voting Agreement or the License Agreement. In the event that VISX exercises the
Option, VISX will pay Gordon, out of its working capital, a price per share of
$2.00 in the case of shares of Common Stock and the difference between $2.00 and
the exercise price per share (if less than $2.00) of each stock option or
warrant. Gordon currently owns (i) 1,596,787 shares of Common Stock, (ii) vested
options and warrants to purchase 205,009 shares of Common Stock, and (iii)
options to purchase 8,334 shares of Common Stock that will become vested and
exercisable within sixty days.

Concurrently with the execution of the Merger Agreement and the Voting
Agreement, VISX entered into a Share Transfer Agreement with Adam Smith
Investment Partners, L.P., Adam Smith Investments, Ltd., Richard and Ana
Grossman JTWROS, Orin Hirschman, Paul Packer, Adam-Jack M. Dodick, MD General
Partnership, Hershel Berkowitz and Adam Smith & Company, Inc. (collectively, the
"Adam Smith Entities") and Medjet. Pursuant to the Share Transfer Agreement,
VISX acquired from the Adam Smith Entities (i) 10,400 shares of Series B
Convertible Preferred Stock (the "Series B Preferred"), each of which is
convertible into one hundred shares of Common Stock (for an aggregate of
1,040,000 shares of Common Stock), and (ii) warrants to purchase a total of
1,365,000 shares of Common Stock, which are exercisable for $3.50 per share (the
"Adam Smith Warrants"). The total purchase price for the Series B Preferred and
the Adam Smith Warrants was $1,300,001, which price was paid for out of VISX's
working capital.

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Schedule 13D Page 5 of 7

References to, and descriptions of, the Share Transfer Agreement, the
Merger Agreement, the Voting Agreement and the License Agreement as set forth in
this Item 3 are qualified in their entirety by reference to the copies of the
Share Transfer Agreement, the Merger Agreement, the Voting Agreement and the
License Agreement included as Exhibits 1, 2, 3 and 4, respectively, to this
Schedule 13D, and are incorporated in this Item 3 in their entirety where such
references and descriptions appear.

ITEM 4. PURPOSE OF TRANSACTION

(a)-(b) As described more fully under Item 3 herein, this Statement
relates to a possible Merger by and among VISX, Medjet and Merger Sub and to the
purchase of shares of Series B Preferred and the Adam Smith Warrants from the
Adam Smith Entities. If the Merger is effected, VISX will acquire all
outstanding shares of Medjet Common Stock for the consideration set forth in
Item 3 above, the Merger Sub will merge with and into Medjet, with Medjet
surviving and becoming a wholly-owned subsidiary of VISX.

(d) In connection with the Merger Agreement and the Share Transfer
Agreement, Medjet has increased the number of members in Medjet's board of
directors from five (5) to six (6), and appointed a new director who was
designated by VISX. In addition, it is anticipated that upon consummation of the
Merger, the directors of the Surviving Corporation shall be the directors of
Merger Sub, and that the initial officers of the Surviving Corporation shall be
the officers of Merger Sub.

(e) Other than as a result of the Merger described in Item 3 above, not
applicable.

(f) Not applicable.

(g) Upon consummation of the Merger, the Certificate of Incorporation of
Medjet will be amended in the manner set forth in the Merger Agreement, and the
Bylaws of Merger Sub, as in effect immediately prior to the Merger, shall be the
Bylaws of the Surviving Corporation until thereafter amended.

(h)-(i) If the Merger is consummated, the Medjet Common Stock will be
deregistered under the Securities Exchange Act of 1934, as amended, and delisted
from the Over-the-Counter Bulletin Board Market.

(j) Other than described above, VISX currently has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a) - (j)
of this Schedule 13D (although VISX reserves the right to develop such plans).

References to, and descriptions of, the Share Transfer Agreement, the
Merger Agreement, the Voting Agreement and the License Agreement as set forth in
this Item 4 are qualified in their entirety by reference to the copies of the
Share Transfer Agreement, the Merger Agreement, the Voting Agreement and the
License Agreement included as Exhibits 1, 2, 3 and 4 respectively, to this
Schedule 13D, and are incorporated in this Item 4 in their entirety where such
references and descriptions appear.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) As a result of the Share Transfer Agreement, the Merger Agreement
and the Voting Agreement, VISX may be deemed to be the beneficial owner of
5,535,130 shares of Medjet Common Stock (including options exercisable within
sixty days of August 17, 2001). Such Medjet Common Stock constitutes 70.1% of
the issued and outstanding shares of Medjet Common Stock based on the number of
shares of Medjet Common Stock outstanding as of August 14, 2001 (as represented
by Medjet in the Merger Agreement). VISX's beneficial ownership may be
calculated as follows: (i) 1,040,000 shares of Common Stock that may be issued
upon conversion of the Series B Preferred; (ii) 1,365,000 shares of Common Stock
that may be issued upon exercise of the Adam Smith Warrants; (iii) 1,320,000
shares of Common Stock that may be issued upon exercise of the Merger

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Schedule 13D Page 6 of 7

Warrants; (iv) 1,596,787 shares of Common Stock owned by Gordon and subject to
the Voting Agreement; (v) vested options and warrants, owned by Gordon and
subject to the Voting Agreement, to purchase 205,009 shares of Common Stock; and
(vi) options to purchase 8,334 shares of Common Stock owned by Gordon that will
become vested and exercisable within sixty days of August 17, 2001. VISX
expressly disclaims beneficial ownership of any of the shares of Medjet Common
Stock, options or warrants covered by the Voting Agreement.

(b) VISX may be deemed to have the sole power to vote or to direct the
vote, and sole power to dispose or direct the disposition, of 3,725,000 shares
of Common Stock of which VISX may be deemed to be the beneficial owner,
calculated as follows: (i) 1,040,000 shares of Common Stock that may be issued
upon conversion of the Series B Preferred; (ii) 1,365,000 shares of Common Stock
that may be issued upon exercise of the Adam Smith Warrants; and (iii) 1,320,000
shares of Common Stock that may be issued upon exercise of the Merger Warrants.

VISX may be deemed to have the shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition, of 1,810,130
shares of Common Stock of which VISX may be deemed to be the beneficial owner,
calculated as follows: (i) 1,596,787 shares of Common Stock owned by Dr. Gordon
and subject to the Voting Agreement; (ii) vested options and warrants, owned by
Dr. Gordon and subject to the Voting Agreement, to purchase 205,009 shares of
Common Stock; and (iii) options to purchase 8,334 shares of Common Stock owned
by Dr. Gordon that will become exercisable within sixty days of August 17, 2001.
VISX shares the power to vote or to direct the vote and to dispose or direct the
disposition of the shares of Common Stock described in the foregoing sentence
with Dr. Eugene I. Gordon, founder and Chief Executive Officer of the Issuer.
Gordon's business address is 1090 King Georges Post Road, Suite 301, Edison, NJ
08837. To VISX's knowledge, Gordon is not required to disclose legal proceedings
pursuant to Items 2(d) or 2(e). To VISX's knowledge, Gordon is a citizen of the
United States of America.

(c) To the knowledge of VISX, no transactions in the class of securities
reported have been effected during the past sixty days by any person named
pursuant to Item 2, except as set forth herein.

(d) To the knowledge of VISX, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities of Medjet reported on herein.

(e) Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

To the knowledge of VISX, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
such persons and any person with respect to any securities of Medjet, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies
other than the following: (i) the Share Transfer Agreement and exhibits thereto,
(ii) the Merger Agreement and exhibits thereto, including the Voting Agreement
and License Agreement, and (iii) the three (3) Warrants, which are listed in
Item 7 herein, to purchase a total of 2,685,000 shares of Medjet Common Stock.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1. Share Transfer Agreement, dated August 17, 2001, by and among
VISX, Medjet and the Adam Smith Entities.

2. Agreement and Plan of Merger and Reorganization, dated August
17, 2001, by and among VISX, Medjet and the Merger Sub.

3. Voting and Stock Option Agreement, dated August 17, 2001, by and
between VISX and Eugene I. Gordon.

4. Non-Exclusive License Agreement, dated August 17, 2001, by and
between VISX and Medjet.

5. Warrant to purchase 1,040,000 shares of Medjet Common Stock,
dated August 17, 2001.

6. Warrant to purchase 325,000 shares of Medjet Common Stock, dated
August 17, 2001.

7. Warrant to purchase 1,320,000 shares of Medjet Common Stock,
dated August 17, 2001

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Schedule 13D Page 7 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

August 27, 2001
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Date

/s/ Timothy R. Maier
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Signature

Timothy R. Maier, Executive Vice President and Chief Financial Officer
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Name/Title

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF
VISX, INCORPORATED

The following table sets forth the name, business address and present
principal occupation or employment, if applicable, of each director and
executive officer of VISX. Except as indicated below, the business address of
each such person is 3400 Central Expressway, Santa Clara, CA 95051.

OFFICER NAME TITLE AND PRESENT PRINCIPAL OCCUPATION
------------ --------------------------------------

Elizabeth H. Davila Chairman of the Board, President and Chief Executive Officer

Timothy R. Maier Executive Vice President, Chief Financial Officer and Treasurer

Douglas H. Post Executive Vice President, Operations

Derek A. Bertocci Vice President, Controller

Carol F.H. Harner, Ph.D. Vice President, Research and Development

Frances L. Henville-Shannon Vice President, Human Resources

John F. Runkel, Jr. Vice President, General Counsel and Secretary

Donald L. Fagen Vice President, Sales

Joaquin V. Wolff Vice President, Marketing

Alan F. Russell Vice President of Clinical and Regulatory Affairs

DIRECTOR NAME TITLE AND PRESENT PRINCIPAL OCCUPATION
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Elizabeth H. Davila Chairman of the Board, President and Chief Executive Officer of VISX

Glendon E. French Director of VISX

John W. Galiardo Director of VISX

Jay T. Holmes Attorney, Business Consultant and Director of VISX

Richard B. Sayford President of Strategic Enterprises, Inc., and Director of VISX

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
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1. Share Transfer Agreement, dated August 17, 2001, by and among
VISX, Medjet and the Adam Smith Entities.

2. Agreement and Plan of Merger and Reorganization, dated August 17,
2001, by and among VISX, Medjet and the Merger Sub.

3. Voting and Stock Option Agreement, dated August 17, 2001, by and
between VISX and Eugene I. Gordon.

4. Non-Exclusive License Agreement, dated August 17, 2001, by and
between VISX and Medjet.

5. Warrant to purchase 1,040,000 shares of Medjet Common Stock, dated
August 17, 2001.

6. Warrant to purchase 325,000 shares of Medjet Common Stock, dated
August 17, 2001.

7. Warrant to purchase 1,320,000 shares of Medjet Common Stock, dated
August 17, 2001