UNITED STATES
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): January 19, 2006
BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-15360
Oregon | | 93-1099680 |
(State or other jurisdiction of incorporation | | (I.R.S. Employer Identification No.) |
or organization) | | |
20245 SW 95th Avenue | | |
Tualatin, Oregon | | 97062 |
(Address of principal executive offices) | | (Zip Code) |
| | |
Registrant’s telephone number, including area code: (503) 692-8001
Former name or former address if changed since last report:
No Change
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
BIOJECT MEDICAL TECHNOLOGIES INC.
FORM 8-K
INDEX
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Item 1.01 Entry into a Material Definitive Agreement
We granted restricted stock unit awards to members of our Board of Directors and executive officers pursuant to our 1992 Stock Incentive Plan as follows:
Executive Officer | | Grant Date | | Number
of
Shares | | Per Share Fair
Market Value on
Date of Grant | | Vesting | |
Christine M. Farrell | | 01/19/06 | | 2,500 | | $ | 1.61 | | (1) | |
Vice President of Finance | | 01/19/06 | | 2,500 | | $ | 1.61 | | (2) | |
| | 06/01/06 | | 30,000 | | $ | 1.29 | | (4) | |
| | | | 35,000 | | | | | |
| | | | | | | | | |
James C. O’Shea | | 01/19/06 | | 30,000 | | $ | 1.61 | | (1) | |
Chairman, Chief Executive Officer and | | 01/19/06 | | 30,000 | | $ | 1.61 | | (2) | |
President | | 01/19/06 | | 50,000 | | $ | 1.61 | | (3) | |
| | 06/01/06 | | 250,000 | | $ | 1.29 | | (4) | |
| | | | 360,000 | | | | | |
| | | | | | | | | |
J. Michael Redmond | | 01/19/06 | | 5,150 | | $ | 1.61 | | (1) | |
Senior Vice President, Business | | 01/19/06 | | 20,000 | | $ | 1.61 | | (2) | |
Development | | 01/19/06 | | 17,500 | | $ | 1.61 | | (3) | |
| | 06/01/06 | | 100,000 | | $ | 1.29 | | (4) | |
| | | | 142,650 | | | | | |
| | | | | | | | | |
Director | | | | | | | | | |
Joseph F. Bohan III | | 05/24/06 | | 8,000 | | $ | 1.41 | | (5) | |
Dr. Randal D. Chase | | 05/24/06 | | 9,500 | | $ | 1.41 | | (5) | |
Jerald S. Cobbs | | 05/24/06 | | 7,000 | | $ | 1.41 | | (5) | |
Sandra Panem, Ph.D. | | 05/24/06 | | 9,000 | | $ | 1.41 | | (5) | |
Richard J. Plestina | | 05/24/06 | | 11,500 | | $ | 1.41 | | (5) | |
John Ruedy, M.D. | | 05/24/06 | | 10,500 | | $ | 1.41 | | (5) | |
(1) Vests as to 1/3rd on January 19, 2007, 1/3rd on January 19, 2008 and 1/3rd on January 19, 2009.
(2) Vests as to 100% based on achieving certain financial performance targets for the year ending December 31, 2006. If the targets are not met, the shares will not vest.
(3) Vests as to specified percentages as certain corporate goals are met over the five-year period ending December 31, 2010. If goals are not met by December 31, 2010, the related percentages will not vest.
(4) Vests as to 1/3rd on December 31, 2007, 1/3rd on December 31, 2008 and 1/3rd on December 31, 2009 if specified financial performance targets are met for the year ending December 31, 2006.
(5) Vests as to 50% on the six month anniversary of the grant date and as to the remaining 50% on the first anniversary of the grant date.
In February 2006, Mr. Redmond, our Senior Vice President, Business Development, received a bonus of $32,250 in accordance with his employment agreement for achieving certain business development objectives.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith and this list is intended to constitute the exhibit index:
10.1 Form of Restricted Stock Unit Award Agreement for January 19, 2006 grants.
10.2 Form of Restricted Stock Unit Award Agreement for June 1, 2006 grants.
10.3 Form of Restricted Stock Unit Award Agreement for May 24, 2006 grants.
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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.
Date: June 15, 2006 | | BIOJECT MEDICAL TECHNOLOGIES INC. |
| | (Registrant) |
| | |
| | |
| | /s/ CHRISTINE M. FARRELL |
| | Christine M. Farrell |
| | Vice President of Finance |
| | (Principal Financial and Accounting Officer) |
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