-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L6/JVPWzW8pYQYqpSuq4AYcl58JUERUG6rpxURL3iU0kmtw4Gs5BJfjir+Ptvlow Pz9KINfXp+uATSNDTHVqig== 0000950123-03-008964.txt : 20030805 0000950123-03-008964.hdr.sgml : 20030805 20030805150653 ACCESSION NUMBER: 0000950123-03-008964 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOHERTY LANCE T CENTRAL INDEX KEY: 0001258225 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 NEWPORT CENTER DR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 MAIL ADDRESS: STREET 1: 22140 ALTA DR CITY: TOPANGA STATE: CA ZIP: 90290 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISIJET INC CENTRAL INDEX KEY: 0001082249 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 330838660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61889 FILM NUMBER: 03823589 BUSINESS ADDRESS: STREET 1: 188 TECHNOLOGY STREET 2: SUITE D CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494759600 MAIL ADDRESS: STREET 1: 188 TECHNOLOGY STREET 2: SUITE D CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: PONTE NOSSA ACQUISITION CORP DATE OF NAME CHANGE: 19990319 SC 13D 1 y88865sc13d.htm VISIJET, INC. VISIJET, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.      )*

VISIJET, INC.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

732462205

(Cusip Number)

Mr. Lance T. Doherty
22140 Alta Dr.
Topanga, CA 90290
(949) 837-0831

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 14, 2003

(Date of Event Which Requires Filing of this Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Material to be filed as Exhibits.
SIGNATURE
LOCK-UP AGREEMENT

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Page 2
             
  1. Name of Reporting Person:
Lance T. Doherty		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,706,037
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,706,037
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
4,706,037
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
23.6%
  14.Type of Reporting Person (See Instructions):
IN

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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934

Item 1. Security and Issuer

     This Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of VisiJet, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 188 Technology, Suite D, Irvine, California 92618.

Item 2. Identity and Background

     This Schedule 13D is being filed by Lance T. Doherty, an individual and citizen of the United States. Mr. Doherty is President and Chief Executive Officer of SurgiJet, Inc. and DentaJet, Inc. His principal place of business is 9342 Jeronimo Road, Irvine, California 92618.

     During the last five years, Mr. Doherty has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     On February 14, 2003, in a merger of VisiJet, Inc., a California corporation (“VisiJet California”), with and into the Issuer, Mr. Doherty exchanged all of his shares of common stock of VisiJet California for 4,077,206 shares of Common Stock of the Issuer.

Item 4. Purpose of Transaction.

     The subject shares of Common Stock directly or indirectly acquired are held by Mr. Doherty for investment purposes. Mr. Doherty has no plan or proposal relating to any matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, Mr. Doherty reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any. In addition, depending upon market conditions, an evaluation of the business and prospects of the Issuer and other factors, Mr. Doherty may, in his sole discretion, purchase additional shares of Common Stock or dispose of the subject shares of Common Stock from time to time in the open market, in privately negotiated transactions or otherwise, subject to applicable laws, market conditions and other factors.

Item 5. Interest in Securities of the Issuer.

     (a)  As of the date on which this Schedule 13D was signed, Mr. Doherty beneficially owns 3,908,776 shares of Common Stock of the Issuer and warrants for the purchase of 797,261 additional shares of Common Stock of the Issuer, constituting 23.6% of the issued and outstanding shares of Common Stock of the Issuer, based on 19,134,412 shares reported outstanding as of May 4, 2003 by the Issuer on Form 10-QSB for

 

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the quarter ended March 31, 2003, plus the warrants held by the Mr. Doherty for the issuance of the additional 797,261 shares.

     (b)  Mr. Doherty has sole power to vote or to direct the vote of, and to dispose or to direct the disposition of 4,706,037 shares of Common Stock of the Issuer.

     (c)  During the 60 days preceding the date of this Schedule 13D, Mr. Doherty consummated the following transactions for the sale of shares of Common Stock of the Issuer:

  (1)   4,000 shares sold on June 13, 2003 at $1.31 per share in an open market transaction
 
  (2)   1,900 shares sold on June 19, 2003 at $1.30 per share in an open market transaction
 
  (3)   3,000 shares sold on June 27, 2003 at $1.10 per share in an open market transaction
 
  (4)   3,100 shares sold on July 8, 2003 at $1.30 per share in an open market transaction
 
  (5)   10,000 shares sold on July 11, 2003 at $1.30 per share in a private placement
 
  (6)   530 shares sold on July 14, 2003 at $1.30 per share in an open market transaction
 
  (7)   50,000 shares sold on July 22, 2003 at $1.00 per share in a private placement
 
  (8)   4,470 shares sold on July 23, 2003 at $1.15 per share in an open market transaction
 
  (9)   90,900 shares sold on July 23, 2003 at $1.00 per share in a private placement
 
  (10)   530 shares sold on July 24, 2003 at $1.15 per share in an open market transaction

     (d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described above.

     (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Mr. Doherty has entered into a Lock-Up Agreement with the Issuer, pursuant to which he has agreed not to sell dispose of Common Stock of the Issuer for a period of two years commencing February 14, 2003, provided that Mr. Doherty is permitted to dispose of a percentage of his shares of Common Stock, as follows:

  (a)   10% after May 15, 2003
 
  (b)   an additional 3.33% after August 13, 2003
 
  (c)   an additional 3.33 after November 11, 2003
 
  (d)   an additional 3.33 after February 14, 2004
 
  (e)   an additional 20% after May 15, 2004
 
  (f)   an additional 20% after August 13, 2004
 
  (g)   an additional 20% after November 11, 2004

Item 7. Material to be filed as Exhibits.

     1.     Lock-Up Agreement between Lance T. Doherty and the Issuer

 

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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.

Dated: July 31, 2003

     
    /s/ Lance T. Doherty
   
    LANCE T. DOHERTY

  EX-99.1 3 y88865exv99w1.htm LOCK-UP AGREEMENT LOCK-UP AGREEMENT

 

Exhibit 1

Lock-Up Agreement

     This LOCK-UP AGREEMENT is entered into as of the 11th day of February, 2003 (the “Effective Date”) between Lance T. Doherty (“Shareholder”), and Ponte Nossa Acquisition Corp., a Delaware corporation (the “Company”).

RECITALS:

     A.     The Shareholder is, or shall be (pursuant to the one-for-one conversion and/or assumption of his security holdings in VisiJet, Inc., a California corporation (“VisiJet”), in connection with the merger transaction (the “Merger”) contemplated by and among VisiJet, the Company and VisiJet Acquisition Corporation, pursuant to the Second Amended and Restated Agreement and Plan of Merger entered into by such parties as of December 20, 2002 (the “Merger Agreement”)), as the case may be, the owner of record or beneficially of certain shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock of the Company, as specified on the signature page hereof, and is entering into this Lock-Up Agreement along with certain other shareholders of the Company;

     B.     The Shareholder and the Company each recognizes that limitations on resale of the Securities (as hereinafter defined) will be of benefit to the Shareholder and the Company by, among other things, facilitating raising additional capital for the Company’s operations;

     NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.     Lock-Up.

     1.1 The Shareholder hereby agrees chat it will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a “Disposition”) any (i) shares of Common Stock held at the effective time of the Merger Agreement, (ii) options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock held at the effective time of the Merger, or (iii) shares of Common Stock issued in the future upon conversion, exchange, or exercise of convertible, exchangeable, or exercisable securities (collectively, “Securities”), now owned by the Shareholder or with respect to which the Shareholder has the power of disposition, other than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this Lock-Up Agreement, (ii) as a distribution to its shareholders or, if such Shareholder is a trust, to its beneficiary or beneficiaries, provided that its shareholders or beneficiary or beneficiaries, as the case may be, agree in writing to be bound by the terms of this Lock. Up Agreement, (iii) as a transfer to a trust or trusts for the exclusive benefit of such Shareholder or its family member(s), provided the trustee(s)

 

 

of such trust or trusts agree in writing m he bound by the terms of this Lock-Up Agreement, or (iv) as provided in Section 1.3 below, The foregoing restrictions will terminate as to all of’ the Securities on the second anniversary of the effective date of the Merger (the “Lock-Up Period”). The foregoing restriction has been expressly agreed to preclude the Shareholder from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Shares (except as provided in Section 1.3 below) during the Lock-up Period, even if such Shares would be disposed of by someone other than such holder, Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to arty Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. The Shareholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Securities, except in compliance with this Lock-Up Agreement.

     1.2 The Shareholder hereby represents and warrants that, as of the date hereof, it owns the number of shares of Common Stock (and securities exercisable, convertible or otherwise exchangeable for Common Stock) as specified on the signature page, and no more.

     1.3 Notwithstanding anything to the contrary herein, the restrictions of this Lock-Up Agreement shall expire as to certain percentages of the Securities owned by the Shareholder pursuant to the terms of this Section 1.3. For the purposes of this Lock-Up Agreement, the term “Issued Shares” shall mean the Securities actually owned, beneficially and of record, by the Shareholder at the date immediately following the expiration of the prior restricted period described below, including Securities theretofore disposed of pursuant to this Lock-Up Agreement and shares of Common Stock or other securities issuable upon conversion, exercise or exchange of convertible, exercisable or exchangeable Securities. Subject to any restrictions on Dispositions otherwise required by applicable law, Shareholder shall be entitled to make Dispositions of such portions of the issued Shares, as follows:

  (i) Upon the expiration of 90 days after the Effective Date, the Shareholder shall be entitled to make Dispositions of 10% of the issued Shares;
 
  (ii) Upon the expiration of 180 days after the Effective Date, the Shareholder shall be entitled to make Dispositions of an additional 3.33% of the Issued Shares;
 
  (iii) Upon the expiration of 270 days after the Effective Date, the Shareholder shall be entitled to make Dispositions of an additional 3.33% of the Issued Shares;
 
  (iv) Upon the occurrence of the first anniversary of the Effective Date, the Shareholder shall be entitled to make Dispositions of an additional 3.33% of the issued Shares;

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  (v) Upon the expiration of 90 days following the First anniversary of the Effective Date, Shareholder shall be entitled to make Dispositions of an additional 20% of the Issued Shares;
 
  (vi) Upon the expiration of 180 days following the first anniversary of the Effective Date, Shareholder shall be entitled to make Dispositions of an additional 20% of the Issued Shares;
 
  (vii) Upon the expiration of 270 days following the first anniversary of the Effective Date, Shareholder shall be entitled to make Dispositions of an additional 20% of the Issued Shares;
 
  (viii) Upon the second anniversary of the Effective Date, all remaining restrictions in this Lock-Up Agreement shall expire.

     2.     General Terms.

     2.1 Effectiveness of Lock-Up Agreement. This Lock-Up Agreement shall he effective upon, and only upon, the occurrence of the Merger and shall be of no force and effect upon the termination of the Merger Agreement or otherwise non-occurrence of the Merger.

     2.2 Governing Law; Jurisdiction. This Lock-Up Agreement shall be governed in all respects by the laws of the State of California, without giving effect to the conflicts of laws principles thereof.

     2.2 Successors and Assigns. This Lock-Up Agreement is irrevocable and will be binding on the Shareholder and the respective successors, heirs, personal representatives, and assigns of the Shareholder. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the permitted successors, assigns, heirs, executors and administrators of the parties to this Agreement.

     2.3 Entire Agreement; Amendment. This Lock-Up Agreement constitutes the full and entire understanding and agreement with regard to the subject matter hereof and supersedes all prior agreements and merges all prior discussions, negotiations, proposals and offers (written or oral) between them, and no parry shall be liable or bound to any other party in any manner by any representations, warranties, covenants or agreements except as specifically set forth herein.

     2.4 Delays or Omissions. Except as expressly provided in this Lock-Up Agreement, no delay or omission to exercise any right, power or remedy accruing to the Investors or its respective successors or assigns, upon any breach or default by any party hereto under this Lock-Up Agreement shall impair any such right, power or remedy of such party or its respective successors or assigns, as the case may be, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of a waiver of or acquiescence in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring, All remedies, either under this Lock-Up Agreement or by law or otherwise shall be cumulative and not alternative.

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     2.5 Counterparts. This Lock-Up Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. This Lock-Up Agreement may be delivered by facsimile, and facsimile signatures shall be treated as original signatures for all applicable purposes.

     2.6 Severability. In the event char any provision of this Lock-Up Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Lock-Up Agreement shall continue in full force and effect without said provision.

     2.7 Titles and Subtitles. The titles and subtitles used in this Lock-Up Agreement are used for convenience only and are not considered in construing or interpreting this Lock-Up Agreement.

     2.8 Further Assurances. The Shareholder agrees, upon the request of the Company, to execute any further documents or Instruments necessary or desirable to carry out the purposes or intent of this Lock-Up Agreement.

     2.9 Equitable Remedies. The Shareholder acknowledges that in the event of a breach or a threatened breach of this Lock-Up Agreement, the Company will not have an adequate remedy at law. Accordingly, in the event of any such breach or threatened breach, the Company shall be entitled to such equitable and injunctive relief as may be available in any available forum to restrain such breaching parry from participating ill such breach or threatened breach from the violation of the provisions hereof.

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     IN WITNESS WHEREOF, the undersigned have caused this Lock-Up Agreement to be duly executed as of the date first above written.

         
    Ponte Nossa Acquisition Corp.
         
    By   /s/
       
        (the “Company”)
         
        /s/
       
        Lance T. Doherty
        (the “Shareholder”)

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