As filed with the Securities and Exchange Commission on September 27, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
OREGON | | 93-1099680 |
(State or other jurisdiction | | (I.R.S. Employer |
of incorporation or organization) | | Identification Number) |
211 Somerville Road, Route 202 North
Bedminster, New Jersey 07921
(908) 470-2800
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
BIOJECT MEDICAL TECHNOLOGIES INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plans)
James C. O’Shea
Chief Executive Officer
211 Somerville Road, Route 202 North
Bedminster, New Jersey 07921
(908) 470-2800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
TODD A. BAUMAN
STEVEN H. HULL
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 224-3380
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered | | Amount to be
Registered | | Proposed
Maximum
Offering Price
Per Share(1) | | Proposed Maximum
Aggregate
Offering Price(1) | | Amount of
Registration
Fee |
2000 EMPLOYEE STOCK PURCHASE PLAN | | | | | | | | |
Common Stock | | 300,000 shares | | $ | 1.44 | | $ | 432,000 | | $ | 50.85 |
| | | | | | | | |
TOTAL | | 300,000 shares | | $ | 1.44 | | $ | 432,000 | | $ | 50.85 |
(1) The proposed maximum offering price per share and proposed maximum aggregate offering price were estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933. The calculation of the registration fee is based on the average of the high and low prices of the common stock on the Nasdaq SmallCap Market for September 20, 2005.
EXPLANATORY STATEMENT
This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Bioject Medical Technologies Inc., an Oregon corporation, in order to register 300,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-48634) and on a Form S-8 (File No. 333-108514) for issuance pursuant to the Bioject Medical Technologies Inc. 2000 Employee Stock Purchase Plan. The contents of the Registration Statements on Form S-8 (File Nos. 333-48634 and 333-108514) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedminster, State of New Jersey on September 26, 2005.
| BIOJECT MEDICAL TECHNOLOGIES INC. |
| |
| |
| By: | /s/ James C. O’Shea | |
| | James C. O’Shea |
| | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated on September 26, 2005.
Signature | | Title |
| | |
/s/ James C. O’Shea | | | Chairman of the Board |
James C. O’Shea | | and Chief Executive Officer |
| | and President |
| | Principal Executive Officer |
| | |
/s/ John Gandolfo | | | Chief Financial Officer |
John Gandolfo | | Principal Financial and Accounting Officer |
| | |
* | WILLIAM A. GOUVEIA | | | Director |
| William A. Gouveia | | | |
| | |
* | JOHN RUEDY, M.D. | | | Director |
| John Ruedy, M.D. | | | |
| | |
* | RANDAL D. CHASE | | | Director |
| Randal D. Chase | | | |
| | |
* | ERIC T. HERFINDAL | | | Director |
| Eric T. Herfindal | | | |
| | |
* | RICHARD J. PLESTINA | | | Director |
| Richard J. Plestina | | | |
| | |
* | SANDRA PANEM, Ph.D. | | | Director |
| Sandra Panem, Ph.D. | | | |
| | |
* | JOSEPH BOHAN | | | Director |
| Joseph Bohan | | | |
| | | | | | |
| |
| * By: | /s/ James C. O’Shea | |
| | James C. O’Shea |
| | Attorney-in-Fact |
II-2
EXHIBIT INDEX
Exhibit | | |
Number | | Document Description |
| | |
5.1 | | | Opinion of Stoel Rives LLP. |
| | | |
23.1 | | | Consent of Independent Registered Public Accounting Firm. |
| | | |
23.2 | | | Consent of Stoel Rives LLP (included in Exhibit 5.1). |
| | | |
24.1 | | | Powers of Attorney. |
II-3
