SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the quarterly period ended September 30, 1996 Commission File No. 0-15360 BIOJECT MEDICAL TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Oregon 93-1099680 (State of other jurisdiction of (I.R.S. identification no.) employer incorporation or organization) 7620 SW Bridgeport Road Portland, Oregon 97224 (Address of principal executive offices) (Zip code) (503) 639-7221 (Registrant's telephone number, including areas code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] At September 30, 1996 there were 15,616,712 outstanding shares of common stock of the registrant. PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following unaudited consolidated financial statements of Bioject Medical Technologies Inc. (BMT) and its subsidiaries, Bioject Medical Systems Ltd. (BMSL) and Bioject Inc. (BI) (together, unless the context otherwise requires, the "Company"), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. BMT, BMSL and BI were formed for the purpose of developing, manufacturing and distributing a new drug delivery system, capable of injecting medications through the skin without the traditional needle puncture. The following 10-Q report reflects the consolidated results of operations, cash flows and financial position for the second quarter of the year ending March 31, 1997. The results of operations for interim periods are not necessarily indicative of the results to be expected for the year. - Consolidated Statements of Operations for the quarters ended September 30, 1996 and September 30, 1995 - Consolidated Statements of Operations for the six months ended September 30, 1996 and September 30, 1995 - Consolidated Balance Sheets dated September 30, 1996 and March 31, 1996 - Consolidated Statements of Cash Flows for the quarters ended September 30, 1996 and September 30, 1995 - Consolidated Statements of Cash Flows for the six months ended September 30, 1996 and September 30, 1995 Page 1 BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three-Month Period Ended September 30, 1996 1995 ------------------------- REVENUES: Net sales of products $ 342,762 $ 930,575 Licensing/technology fees 270,600 225,000 ----------- --------- 613,362 1,155,575 ----------- ----------- EXPENSES: Manufacturing 603,001 1,485,237 Research and development 284,112 360,202 Selling, general and administrative 824,637 811,055 Other (income) expense, net (28,440) (41,029) ----------- ----------- 1,683,310 2,615,465 ----------- ----------- INCOME (LOSS) BEFORE TAXES (1,069,948) (1,459,890) PROVISION FOR INCOME TAXES - - ----------- ----------- NET INCOME (LOSS) $(1,069,948) $(1,459,890) =========== =========== EARNINGS (LOSS) PER SHARE $ (.07) $ (.11) =========== =========== SHARES USED IN PER SHARE CALCULATION 15,616,712 13,270,251 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. Page 2 BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six-Month Period Ended September 30, 1996 1995 ------------------------- REVENUES: Net sales of products $ 519,631 $ 1,634,019 Licensing/technology fees 585,500 450,000 ----------- --------- 1,105,131 2,084,019 ----------- ----------- EXPENSES: Manufacturing 1,184,543 2,894,027 Research and development 692,480 728,008 Selling, general and administrative 1,572,064 1,677,364 Other (income) expense, net (50,112) (108,747) ----------- ----------- 3,398,975 5,190,652 ----------- ----------- INCOME (LOSS) BEFORE TAXES (2,293,844) (3,106,633) PROVISION FOR INCOME TAXES - - ----------- ----------- NET INCOME (LOSS) $(2,293,844) $(3,106,633) =========== =========== EARNINGS (LOSS) PER SHARE $ (.15) $ (.23) =========== =========== SHARES USED IN PER SHARE CALCULATION 15,601,058 13,264,754 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. Page 3 BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, March 31, 1996 1996 -------------------------- ASSETS (unaudited) - ------------------------------------------ CURRENT ASSETS: Cash and cash equivalents $ 1,501,373 $ 3,098,251 Securities available for sale - 993,056 Accounts receivable 269,586 424,859 Inventories 1,575,984 1,255,945 Prepaid and other current assets 43,850 45,714 ----------- ----------- Total current assets 3,390,793 5,817,825 CASH - RESTRICTED 795,836 - PROPERTY AND EQUIPMENT, at cost: Machinery and equipment 1,435,738 1,428,001 Production molds 780,980 777,353 Furniture and fixtures 163,832 163,116 Leasehold improvements 73,854 73,854 Equipment and molds under construction, pledged 604,164 - Capitalized interest 30,908 ----------- ----------- 3,089,476 2,442,324 Less - Accumulated depreciation (1,337,838) (1,048,638) ----------- ----------- 1,751,638 1,393,686 OTHER ASSETS 297,927 307,105 ----------- ----------- $ 6,236,194 $ 7,518,616 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 442,299 $ 550,174 Accrued payroll 184,932 158,225 Other accrued liabilities 286,166 216,924 Deferred revenue 30,000 566,000 ----------- ----------- Total current liabilities 943,397 1,491,323 LONG-TERM DEBT 1,400,000 - COMMITMENTS SHAREHOLDERS' EQUITY: Preferred stock, no par, 10,000,000 shares authorized; no shares issued and outstanding - Common stock, no par, 100,000,000 shares authorized; issued and outstanding 15,616,712 shares at September 30, 1996 and 15,585,232 at March 31, 1996 36,160,508 36,001,158 Accumulated deficit (32,267,711) (29,973,865) ----------- ----------- Total shareholders' equity 3,892,797 6,027,293 ----------- ----------- $ 6,236,194 $ 7,518,616 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. Page 4 BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Three-Month Period Ended September 30, 1996 1995 -------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(1,069,948) $(1,459,890) Adjustments to net loss: Depreciation and amortization 132,000 132,600 Common stock issued for services - - Net changes in assets and liabilities: Accounts receivable (196,876) 121,452 Inventories (58,804) 32,438 Prepaid and other current assets 3,932 11,418 Accounts payable 136,322 (96,197) Accrued payroll 48,774 107,525 Other accrued liabilities 60,462 18,584 Deferred revenue (270,600) (25,000) ----------- ----------- Net Cash Used in Operating Activities (1,214,738) (1,157,070) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Transfers to restricted cash (622,673) - Purchase of securities available for sale - Sale of securities available for sale - 986,320 Capital expenditures (360,672) (23,645) Other assets (4,033) (12,804) ----------- ----------- Net Cash Used in Investing Activities (987,378) 949,871 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of long-term debt 950,000 - Cash proceeds from common stock - - ----------- ----------- Net Cash Provided by Financing Activities 950,000 - ----------- ----------- CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents (1,252,116) (207,199) Cash and cash equivalents at beginning of period 2,753,489 2,688,336 ----------- ----------- Cash and cash equivalents at end of period $ 1,501,373 $ 2,481,137 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. Page 5 BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six-Month Period Ended September 30, 1996 1995 -------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(2,293,844) $(3,106,633) Adjustments to net loss: Depreciation and amortization 304,200 265,200 Common stock issued for services 159,350 16,766 Net changes in assets and liabilities: Accounts receivable 155,273 52,203 Inventories (320,039) (235,438) Prepaid and other current assets 1,864 25,934 Accounts payable (107,875) (45,062) Accrued payroll 26,707 57,717 Other accrued liabilities 69,240 32,900 Deferred revenue (536,000) (100,000) ----------- ----------- Net Cash Used in Operating Activities (2,541,124) (3,036,413) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Transfers to restricted cash (795,836) - Purchase of securities available for sale - (986,320) Sale of securities available for sale 993,056 4,975,788 Capital expenditures (647,152) (490,943) Other assets (5,822) (38,359) ----------- ----------- Net Cash Used in Investing Activities (455,754) 3,460,166 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of long-term debt 1,400,000 - Cash proceeds from common stock - - ----------- ----------- Net Cash Provided by Financing Activities 1,400,000 - ----------- ----------- CASH AND CASH EQUIVALENTS: Net increase (decrease) in cash and cash equivalents (1,596,878) 423,753 Cash and cash equivalents at beginning of period 3,098,251 2,057,384 ----------- ----------- Cash and cash equivalents at end of period $ 1,501,373 $ 2,481,137 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. Page 6 BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. THE COMPANY: The consolidated financial statements of Bioject Medical Technologies Inc. and its subsidiaries (the "Company"), include the accounts of Bioject Medical Technologies Inc. ("BMT") and its wholly owned subsidiaries, Bioject Medical Systems Ltd. ("BMSL") and Bioject Inc. ("BI"). All significant intercompany transactions have been eliminated. BMT was incorporated on December 17, 1992 under the laws of the State of Oregon for the purpose of acquiring all of the outstanding common shares of BMSL in exchange for an equivalent number of common shares of BMT stock under a plan of U.S. reincorporation approved by the Company's shareholders on November 20, 1992. BMSL was incorporated on February 14, 1985, under the laws of British Columbia, and BI was incorporated on February 8, 1985, under the laws of the State of Oregon. The Company commenced operations in 1985 for the purpose of developing, manufacturing and distributing a new drug delivery system. Since its formation, the Company has been engaged principally in organizational, financing, research and development, and marketing activities. In the last quarter of fiscal 1993, the Company launched U.S. distribution of its Biojector 2000 system primarily to the hospital and large clinic market. The Company's products and manufacturing operations are subject to extensive government regulation, both in the U.S. and abroad. In the U.S., the development, manufacture, marketing and promotion of medical devices is regulated by the Food and Drug Administration ("FDA") under the Federal Food, Drug, and Cosmetic Act ("FFDCA"). In 1987, the Company received clearance from the FDA under Section 510(k) of the FFDCA to market a hand-held CO2-powered jet injection system. In June 1994, the Company received clearance from the FDA under 510(k) to market a version of its Biojector 2000 system in a configuration targeted at high volume injection applications. The Company's revenues to date have been derived primarily from licensing and technology fees and more recently from sales of the Biojector 2000 system and Biojector syringes to public health clinics and to Health Management Inc. with whom the Company signed a two-year distribution agreement in fiscal 1995. Subsequent to year end this agreement was cancelled. Although not obligated to do so, the Company agreed to repurchase a portion of the goods sold. Future revenues will depend upon acceptance and use by healthcare providers of the Company's jet injection technology. Uncertainties over government regulation and competition in the healthcare industry may impact healthcare provider expenditures and third party payer reimbursements and, accordingly, the Company cannot predict what impact, if any, subsequent healthcare reforms might have on its business. In the future the Company may require additional financing. Failure to obtain such financing on favorable terms could adversely affect the Company's business. 2. ACCOUNTING POLICIES: INVENTORIES Inventories are stated at the lower of cost or market. Cost is determined in a manner which approximates the first-in, first out (FIFO) method. Costs utilized for inventory valuation purposes include labor, materials and manufacturing overhead. Net inventories consist of the following: September 30, March 31, 1996 1996 ---------- ---------- Raw Materials $ 739,004 $ 697,694 Work in Process 18,352 12,467 Finished Goods 818,628 545,784 ---------- ---------- $1,575,984 $1,255,945 ========== ========== Page 7 During the first six months, although not obligated to do so, the Company committed to repurchase certain inventories from one customer. The purchase price totalled $660,000 of which $491,000 has been satisfied and the balance is to be paid in October 1996. PROPERTY AND EQUIPMENT AND LONG-TERM DEBT In the first six months of fiscal 1997, the Company commenced acquiring tooling and molds under a contract with Schering AG. Under the contract, Schering has agreed to advance the Company up to $1.6 million on an agreed- upon schedule to acquire this capital equipment which is pledged to Schering subject to repayment of the loans. During the six month period, $1.4 million, of these loans were received from Schering. Unexpended funds advanced to the Company must be held in a separate account and are also pledged against repayment of the debt. The loans bear interest at Wells Fargo Bank prime rate plus 2 1/2%. Interest only is payable in annual installments until March 1998 at which time repayment of principal and interest will commence and be amortized over a 24-36 month period. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS The accompanying, unaudited consolidated financial statements do not include all information and footnote disclosures normally included in an audited financial statement. However, in the opinion of management, all adjustments (which include only normal, recurring adjustments except as described below) necessary to present fairly the financial position, cash flows, and results of operations have been made. It is suggested that these statements be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K for the year ended March 31, 1996. On June 3, 1996, the British Columbia Securities Commission informed the Company that its Executive Director (formerly the Superintendent of Brokers) consented to the release of all shares originally held in escrow pursuant to an escrow agreement dated May 30, 1986. This means that the 1.5 million shares of common stock which had been held under this escrow arrangement since the Company's initial public offering in July 1986 are now held by the owners of the shares without risk of cancellation and may be sold. As previously disclosed, a non-cash charge to compensation expense is required to be recorded for certain of the shares being released from the escrow account and transferred to certain former employees and consultants of the Company. Accordingly, a non-cash charge totalling $120,000 has been recorded in the financial statements in the first quarter of fiscal 1997. Page 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company has been developing a self-injection system for Schering AG, Germany, under a multi-year contract signed in March 1994. On June 26, 1996, the Company and Schering entered into a Supply Agreement which specifies the terms under which the Company will manufacture and sell the self-injection systems to Schering. Subject to Schering's satisfaction with certain product test results and receipt of regulatory approval in the United States and certain foreign countries, Bioject will manufacture the self-injection systems exclusively for Schering AG which will distribute the systems on a worldwide basis to multiple sclerosis patients using Betaseron. The agreement extends for an initial term of eight years and provides for minimum amounts which must be produced by Bioject and which must be purchased by Schering AG in order for both parties to maintain their rights under the agreement. The Company has commenced preparation to manufacture the self-injection systems, and initial shipments under the agreement are scheduled to commence in the first quarter of fiscal 1998. The Company's revenues to date have not been sufficient to cover operating expenses. However, the Company believes that if its products achieve market acceptance and the volume of sales increases, and its product costs are reduced, its costs of goods as a percentage of sales will decrease and eventually the Company will generate net income. (See "Forward Looking Statements") The level of sales required to generate net income will be affected by a number of factors including the pricing of the Company's products, its ability to attain efficiencies that can be attained through volume and automated manufacturing, and the impact of inflation on the Company's manufacturing and other operating costs. There can be no assurance that the Company will be able to successfully implement its manufacturing cost reduction program or sell its products at prices or in volumes sufficient to achieve profitability or offset increases in its costs should they occur. Revenues and results of operations have fluctuated and can be expected to continue to fluctuate significantly from quarter to quarter and from year to year. Various factors may affect quarterly and yearly operating results including (i) length of time to close product sales, (ii) customer budget cycles, (iii) implementation of cost reduction measures, (iv) uncertainties and changes in purchasing due to third party payor policies and proposals relating to national healthcare reform, (v) timing and amount of payments under technology development agreements and (vi) timing of new product introductions by the Company and its competition. On June 3, 1996, the British Columbia Securities Commission informed the Company that its Executive Director (formerly the Superintendent of Brokers) consented to the release of all shares originally held in escrow pursuant to an escrow agreement dated May 30, 1986. This means that the 1.5 million shares of common stock which had been held under this escrow arrangement since the Company's initial public offering in July 1986 are now held by the owners of the shares without risk of cancellation and may be sold. As previously disclosed, a non-cash charge to compensation expense is required to be recorded for certain of the shares being released from the escrow account and transferred to certain former employees and consultants of the Company. Accordingly, a non-cash charge totalling $120,000 has been recorded in the financial statements during the first quarter. During fiscal 1997, the Company will continue to focus its efforts on expanding sales, reducing the cost of its products, developing injectors for Schering and Hoffmann-La Roche, pursuing additional alliances with pharmaceutical companies and conserving its fiscal resources. The Company does not expect to report net income from options in fiscal 1997. (See Forward Looking Statements). Page 9 RESULTS OF OPERATIONS QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1995. Product sales decreased from $931,000 in the second quarter of fiscal 1996 to $343,000 in the second quarter of fiscal 1997. Sales in the second quarter of fiscal 1996 consisted of approximately $650,000 of sales to Health Management Inc., and the remainder to providers of flu season immunizations. Product Sales in the second quarter of fiscal 1997 consisted primarily of sales for flu season immunizations. The decrease in product sales was directly attributable to the previously announced suspension of shipments to HMI. License and technology fees increased from $225,000 in the second quarter of fiscal 1996 to $271,000 in the second quarter of fiscal 1997. Both quarters consisted of product development fees recognized for work performed to develop a self injection device for the administration of Betaseron to multiple sclerosis patients under an agreement with Schering, AG, and product development fees for work to develop proprietary drug delivery systems under an agreement with Hoffmann-La Roche. The increase in fees reflected an variations in activity for the second quarter of fiscal 1997 compared to the second quarter in the prior year. Manufacturing expense decreased from the second quarter of fiscal 1996 to the second quarter of fiscal 1997 by $882,000. This decrease was the result of the decline in product sales and the elimination of certain excess materials and labor costs incurred in connection with the installation and validation of the automated syringe assembly equipment and testing of Biojector unibody prototypes in the second quarter of the prior year. Research and development expenses declined from $360,000 in the second quarter of fiscal 1996 to $284,000 in the second quarter of fiscal 1997 due to fluctuations in out-of-pocket expenses associated with the Schering and Hoffmann-La Roche projects. Selling, general and administrative expense remained constant at $811,000 in the second quarter of fiscal 1996 compared to $825,000 in the second quarter of fiscal 1997. The slight increase was due to normal variations in the timing of some expenses. Other income consists of earnings on available cash balances. Other income decreased from $41,000 in the second quarter of fiscal 1996 to $28,000 in the second quarter of fiscal 1997 as a result of decreases in cash balances. SIX MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 1995. Revenues for the six months ended September 30, 1996 consist of $520,000 in product sales and $586,000 in product development fees. This compares to $1.6 million from product sales (81% of which were to HMI) and $450,000 in product development fees earned in the comparable period in the prior year. The decrease in product sales was directly attributable to the previously announced suspension of shipments to HMI. Licensing and technology fees consist entirely of product development fees recognized as revenue under the Schering and Hoffmann-La Roche contracts. Manufacturing costs decreased from $2.9 million in the first six months of the prior year to $1.2 million in the comparable period in the current year. This decrease was due to lower product sales and, therefore, corresponding decreases in the costs of product sold. It was also due to the elimination of excess labor and materials associated with qualifying the syringe automation equipment for production and to costs associated with Biojector unibody prototype testing and qualification. Research and product development expenses decreased approximately $36,000 due to fluctuation in prototype and other out-of-pocket expenses. Selling, general and administrative costs decreased approximately $100,000 due primarily to reduced personnel expenses. Other income consists of earnings on available cash balances. Other income decreased in relation to the comparable periods the prior year as a result of decreases in cash balances. Page 10 LIQUIDITY AND CAPITAL RESOURCES Since its inception in 1985, the Company has financed its operations, working capital needs and capital expenditures primarily from private placements of securities, exercises of stock options, proceeds received from its initial public offering in 1986, proceeds received from a public offering of Common Stock in November 1993, licensing and technology revenues and more recently from sales of products and a private placement of common stock completed in fiscal 1996 with net proceeds of approximately $3.5 million. Net proceeds received upon issuance of securities from inception through September 30, 1996 totalled approximately $36.0 million. Cash, cash equivalents and marketable securities totalled, $1.5 million at September 30, 1996 and $4.1 million at March 31, 1996. The decrease resulted primarily from operating losses and from reductions in certain short term liabilities. Inventories increased from $1.3 million at March 31, 1996 to $1.6 million at September 30, 1996, due to the repurchase of certain inventories from HMI. The Company has committed to repurchase an additional $169,000 in inventories in October 1996. The repurchase of these inventories was optional and was at a substantial discount to the original selling price to HMI. The Company expects to expend approximately $2.0 million for capital equipment in fiscal 1997. Substantially all of these expenditures are related to ramp-up of manufacturing for the Schering product launch. Based on its contract with Schering, the Company believes that up to $1.6 million of these expenditures will be funded by interest bearing loans to be provided by Schering with repayment by Bioject over a period of 4 to 5.5 years. During the first six months, a total of $1.4 million of these funds was advanced by Schering to the Company. Of this total, $604,000 was used as deposits on equipment and molds and $796,000 was held in a restricted cash account for future equipment and mold expenditures. The Company believes that its current cash position and loans from Schering combined with revenues and other cash receipts will be adequate to fund the Company's operations through fiscal 1997. (See "Forward Looking Statements"). Thereafter, the Company will require additional financing. However, unforeseen costs and expenses or lower than anticipated cash receipts from product sales or research and development activities could accelerate the financing requirement. The Company has been successful in raising additional financing in the past and believes that sufficient funds will be available to fund future operations. (See "Forward Looking Statements"). However, there can be no assurance that such financing will be available on favorable terms or at all. Failure to obtain additional financing when required would significantly restrict the Company's operations and ability to continue product development, and materially adversely affect the Company's business. The Company has no banking line of credit or other established source of borrowing. FORWARD LOOKING STATEMENTS Certain statements in this report constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and factors are described in more detail in the Company's Annual Report on Form 10-K and other S.E.C. filings. Page 11 PART II OTHER INFORMATION Item 1. Legal Proceedings None during the quarter ended September 30, 1996. Item 2. Changes in Securities None during the quarter ended September 30, 1996. Item 3. Defaults Upon Senior Securities None during the quarter ended September 30, 1996. Item 4. Submission of Matters to a Vote of Security Holders None during the quarter ended September 30, 1996. Item 5. Other Information None during the quarter ended September 30, 1996. Item 6. Exhibits and Reports on Form 8-K EXHIBITS: 		10.4.2	Lease Agreement dated September 10, 1996 between 				Bridgeport Woods Business Park and Bioject Inc. for 				the Portland, Oregon facility. 	 REPORTS ON FORM 8K: 	 None. Page 12 SIGNATURE 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. BIOJECT MEDICAL TECHNOLOGIES INC. (Registrant) Date: November 14, 1996 /S/ James C. O'Shea --------------------------------- James C. O'Shea Chairman, Chief Executive Officer and President /S/ Peggy J. Miller --------------------------------- Peggy J. Miller Vice President and Chief Financial Officer Page 13