As filed with the Securities and Exchange Commission on October 2, 1997
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
(State or other jurisdiction
of incorporation or organization)
93-1099680 7620 SW Bridgeport Road
(I.R.S. Employer Portland, Oregon 97224
Identification No.) (503) 639-7221
(Address of principal executive offices)
Bioject Inc. 401(k) Retirement Benefit Plan
(Full title of the plan)
Peggy J. Miller
Chief Financial Officer
7620 SW Bridgeport Road
Portland, Oregon 97224
(Name and address of agent for service)
(503) 639-7221
(Telephone number, including area code, of agent for service)
Title of Securities Amount to be Proposed Maximum Proposed Amount of
to be Registered Registered Offering Price Maximum Registration
Per Share(1) Aggregate Fee(1)
Offering Price
Common Stock,no par 100,000 $1.00 $100,000.00 $30.30
value shares
(1)The proposed maximum offering price per share and the registration fee
were calculated in accordance with rule 457(c) and (h) based on the average of
the high and low prices for shares of the registrant's Common Stock on
September 29, 1997, as quoted by the Nasdaq National Market, which was $1.00
per share.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II.INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bioject Medical Technologies Inc. (the "Registrant") and the Bioject Inc.
401(k) Retirement Benefit Plan (the "Plan") hereby incorporate by reference
into this Registration Statement the documents listed in (a) through (d)
below.
(a)The Registrant's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), for the Company's fiscal year
ended March 31, 1997.
(b)The Plan's latest annual report on Form 11-K filed pursuant to
Section 15(d) of the Exchange Act for the Plan's fiscal year ended December
31, 1997.
(c)All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filings, referred to in (a) and (b) above.
(d)The description of the Registrant's Common Stock contained in the
Registrant's registration statement under Section 12 of the Exchange Act,
dated January 29, 1987, and any amendment or report updating such description,
including without limitation, Amendment No. 1 thereto dated October 5, 1987,
Amendment No. 2 thereto dated October 26, 1987, Amendment No. 3 thereto dated
December 23, 1987, Amendment No. 4 thereto dated January 27, 1988 and
Amendment No. 5 thereto dated February 9, 1988, the Company's Current Reports
on Form 8-K dated December 17, 1992, November 29, 1995 and December 14, 1995.
All documents filed by the Registrant pursuant to Section 13(a), 14, or 15(d)
of the Exchange Act after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4.Description of Securities
Not applicable.
Item 5.Interests of Named Experts and Counsel.
None.
Item 6.Indemnification of Directors and Officers.
Generally, Sections 60.387 through 60.414 of the Oregon Business
Corporation Act (the "Act") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers in
circumstances where the officer or director acted in good faith, in a manner
that the director or officer reasonably believed to be in (or at least not
opposed to) the best interests of the corporation and, if in a criminal
proceeding, if the director or officer had no reasonable cause to believe his
conduct was unlawful. Article IX of the Registrant's Bylaws provides for
indemnification to the greatest extent permitted by the Oregon Act.
Section 60.047 of the Oregon Act authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary
damages resulting from conduct as a director, except in certain circumstances
involving breach of the director's duty of loyalty to the corporation or its
shareholders, intentional misconduct or knowing violation of the law, self
dealing or approval of illegal corporate loans or distributions, or any
transaction from which the director personally receives a benefit in money,
property or services to which the director is not legally entitled.
Article VII of the Company's Articles of Incorporation contains provisions
implementing, to the fullest extent allowed, limitations on a director's
liability to the Registrant or its shareholders. The Registrant currently
maintains officers' and directors' liability insurance.
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Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8.Exhibits.
Exhibit
Number
4.1 Bioject Inc. 401(k) Retirement Benefit Plan
5.1 Opinion of Bogle & Gates P.L.L.C.
23.1 Consent of Bogle & Gates P.L.L.C. (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (See page II-6 of this Registration
Statement)
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS to qualify the Plan.
Item 9.Undertakings.
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; rovided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2)That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Exchange Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h)Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Portland, Oregon on this 2nd day of October, 1997.
BIOJECT MEDICAL TECHNOLOGIES INC., Plan
Administrator of the Bioject Inc. 401(k) Retirement Benefit Plan
By:/s/ Peggy J. Miller
Peggy J. Miller
Chief Financial Officer
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The Registrant. 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 Portland, Oregon on this 2nd day
of October, 1997.
BIOJECT MEDICAL TECHNOLOGIES INC.
By:/s/ Peggy J. Miller
Peggy J. Miller
Chief Financial Officer
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Power of Attorney
Each person whose signature appears below constitutes and appoints James
C. O'Shea and Peggy J. Miller, or either of them, his attorney-in-fact, with
the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorneys-
in-fact, or their substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/James C. O'Shea Chairman of the Board, October 1, 1997
James C. O'Shea Chief Executive Officer
and President (Principal
Executive Officer)
/s/Peggy J. Miller Vice President, Chief October 1, 1997
Peggy J. Miller Financial Officer and
Secretary/Treasurer
(Principal Accounting and
Financial Officer)
/s/William A. Gouveia Director September 30, 1997
William A. Gouveia
/s/John Ruedy, M.D. Director October 1, 1997
John Ruedy, M.D.
Grace Keeney Fey Director
/s/Eric T. Herfindal Director September 30, 1997
Eric T. Herfindal
/s/Richard J. Plestina Director September 30, 1997
Richard J. Plestina
/s/David H. de Weese Director September 30, 1997
David H. de Weese
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Exhibit
Number Exhibit
4.1 Bioject Inc. 401(k) Retirement Benefit Plan
5.1 Opinion of Bogle & Gates P.L.L.C.
23.1 Consent of Bogle & Gates P.L.L.C. (included in
Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (See page II-6 of this
Registration Statement)
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Exhibit 5.1
OPINION OF BOGLE & GATES P.L.L.C.
October 2, 1997
Bioject Medical Technologies Inc.
7620 S.W. Bridgeport Road
Portland, OR 97224
Gentlemen and Ladies:
We are delivering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Bioject
Medical Technologies Inc. (the "Company") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to an aggregate of
100,000 shares, without par value, of common stock of the Company
(the "Shares") to issued by the Company as plan administrator of the
Bioject, Inc. 401(k) Retirement Benefit Plan (the "Plan").
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments relating to the incorporation
of the Company and to the authorization and issuance of the Shares,
and have made such investigations of law, as we have deemed necessary
and advisable.
Based upon the foregoing and having due regard for such legal
questions as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized, and, when issued,
constitute or will constitute duly authorized, legally issued, fully
paid and nonassessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above, and to the reference to our firm
in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Bogle & Gates P.L.L.C.
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated
May 2, 1997 included in the Bioject Medical Technologies, Inc. Annual Report
on Form 10-K for the fiscal year ended March 31, 1997 and to all references to
our Firm included in this Registration Statement.
/S/ ARTHUR ANDERSEN LLP
Portland, Oregon
September 29, 1997