SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 15, 1998
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BIOJECT MEDICAL TECHNOLOGIES INC.
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(Exact Name of Registrant as Specified in Charter)
Oregon
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(State or Other Jurisdiction of Incorporation)
0-15360 93-1099680
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(Commission File Number) (IRS Employer Identification No.)
7620 SW Bridgeport Road
Portland, Oregon 97224
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (503) 639-7221
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
The following exhibits are filed as part of this document:
Item 7. Exhibits
10.40.1 Amendment to License Agreement between Elan Corporation, plc and
Bioject JV Subsidiary Inc. dated October 15, 1997 incorporated by
reference to the same exhibit number of the Company's Form 8-K
filed on November 3, 1997.
10.41.1 Amendment to Securities Purchase Agreement between Elan International
Services, Ltd. and Bioject Medical Technologies Inc. dated October 15,
1997 incorporated by reference to the same exhibit number of the
Company's Form 8-K filed on November 3, 1997.
10.45.1 Amendment to Newco Subscription and Stockholders Agreement between
Elan International Services, Ltd., Bioject Medical Technologies Inc.
and Bioject JV Subsidiary Inc. dated October 15, 1997 incorporated
by reference to the same exhibit number of the Company's Form 8-K
filed on November 3, 1997.
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 hereunto duly authorized.
BIOJECT MEDICAL TECHNOLOGIES INC.
Date: January 22, 1998 By /s/ Peggy J. Miller
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Peggy J. Miller
Vice President, Chief Financial
Officer, Secretary/Treasurer
Exhibit 10.40.1
AMENDMENT TO LICENSE AGREEMENT
This Agreement (this "Agreement") is made as of January 15, 1998 by
BIOJECT JV SUBSIDIARY INC., an Oregon corporation ("JV Sub"), and ELAN
CORPORATION, plc, an Irish company ("Elan"), and amends that certain
License Agreement dated October 15, 1997 between JV Sub and Elan (the
"License Agreement").
RECITALS
A. JV Sub, Elan, Bioject Medical Technologies Inc., JV Sub's
parent corporation ("Bioject"), and Elan International Services, Ltd, a
subsidiary of Elan ("EIS"), entered into the License Agreement and
related documents for the creation and funding of a joint venture to
develop, manufacture and market products relating to Elan's glucose
monitoring technology.
B. The License Agreement and related documents anticipate that
Bioject will seek shareholder approval on or before February 1, 1998 to
allow Bioject to exchange a promissory note in favor of EIS for
Bioject's Series A and B Convertible Preferred Stock and to allow the
issuance of one or more additional series of convertible preferred stock
to provide additional funding for JV Sub. Due to certain unanticipated
events, Bioject may be unable to hold a Special Meeting of Shareholders
on or before February 1, 1998.
C. Elan and JV Sub wish to amend the terms of the License
Agreement to modify the shareholder approval deadline and certain other
terms related to the deadline of February 1, 1998.
AGREEMENT
NOW, THEREFORE, JV Sub and Elan hereby agree as follows:
1. The phrase "February 1, 1998" contained in Section 9.1
("Grant of Rights to Elan") of the License Agreement shall be amended
to read "March 15, 1998".
2. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, JV Sub and Elan have executed this Agreement as
of the date set forth above.
BIOJECT JV SUBSIDIARY INC.
/s/ James C. O'Shea
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Name: James C. O'Shea
Title: President
ELAN CORPORATION, plc
/s/ Liam Daniel
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Name: Liam Daniel
Title: Group Vice President,
Finance
Exhibit 10.41.1
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This Agreement (this "Agreement") is made as of January 15, 1998 by
BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation ("Bioject"),
and ELAN INTERNATIONAL SERVICES, LTD., a Bermuda corporation ("EIS"),
and amends that certain Securities Purchase Agreement dated October 15,
1997 between Bioject and EIS (the "Securities Purchase Agreement").
RECITALS
A. Bioject, EIS, Elan Corporation, plc, EIS's parent corporation
("Elan"), and Bioject JV Subsidiary Inc., a majority owned subsidiary
of Bioject ("JV Sub"), entered into the Securities Purchase Agreement
and related documents for the creation and funding of a joint venture to
develop, manufacture and market products relating to Elan's glucose
monitoring technology.
B. The Securities Purchase Agreement and related documents
anticipate that Bioject will seek shareholder approval on or before
February 1, 1998 to allow Bioject to exchange a promissory note in favor
of EIS for Bioject's Series A and B Convertible Preferred Stock and to
allow the issuance of one or more additional series of convertible
preferred stock to provide additional funding for JV Sub. Due to
certain unanticipated events, Bioject may be unable to hold a Special
Meeting of Shareholders on or before February 1, 1998.
C. Bioject and EIS wish to amend the terms of the Securities
Purchase Agreement to modify the shareholder approval deadline and
certain other terms related to the deadline of February 1, 1998.
AGREEMENT
NOW, THEREFORE, Bioject and EIS hereby agree as follows:
1. The phrase "February 1, 1998" contained in Sections 1(d)
("Additional Closings") and 4(e) ("Stockholder Approval") of the
Securities Purchase Agreement shall be amended to read "March 15,
1998".
2. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon.
IN WITNESS WHEREOF, Bioject and EIS have executed this Agreement as
of the date set forth above.
BIOJECT MEDICAL TECHNOLOGIES INC.
/s/ James C. O'Shea
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Name: James C. O'Shea
Title: Chairman and CEO
ELAN INTERNATIONAL SERVICES, LTD.
/s/ Kevin Insley
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Name: Kevin Insley
Title: President
Exhibit 10.45.1
AMENDMENT TO
NEWCO SUBSCRIPTION AND STOCKHOLDERS AGREEMENT
This Agreement (this "Agreement") is made as of January 15, 1998 by
BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation ("Bioject"),
BIOJECT JV SUBSIDIARY INC., an Oregon corporation ("Newco"), and ELAN
INTERNATIONAL SERVICES, LTD., a Bermuda corporation ("EIS"), and amends
that certain Newco Subscription and Stockholders Agreement dated October
15, 1997 between Bioject, Newco and EIS (the "Newco Agreement").
RECITALS
A Bioject, EIS, Elan Corporation, plc, EIS's parent corporation
("Elan"), and Newco entered into the Newco Agreement and related
documents for the creation and funding of a joint venture to develop,
manufacture and market products relating to Elan's glucose monitoring
technology.
B. The Newco Agreement and related documents anticipate that
Bioject will seek shareholder approval on or before February 1, 1998 to
allow Bioject to exchange a promissory note in favor of EIS for
Bioject's Series A and B Convertible Preferred Stock and to allow the
issuance of one or more additional series of convertible preferred stock
to provide additional funding for Newco. Due to certain unanticipated
events, Bioject may be unable to hold a Special Meeting of Shareholders
on or before February 1, 1998.
C. Bioject, Newco and EIS wish to amend the terms of the Newco
Agreement to modify the shareholder approval deadline and certain other
terms related to the deadline of February 1, 1998.
AGREEMENT
NOW, THEREFORE, Bioject, Newco and EIS hereby agree as follows:
1. The phrase "February 1, 1998" contained in Sections 1.4(a)
and (b) ("Additional Funding") of the Newco Agreement shall be amended
to read "March 15, 1998".
2. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon.
IN WITNESS WHEREOF, Bioject, Newco and EIS have executed this
Agreement as of the date set forth above.
BIOJECT MEDICAL TECHNOLOGIES INC.
/s/ James C. O'Shea
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Name: James C. O'Shea
Title: Chairman and CEO
BIOJECT JV SUBSIDIARY INC.
/s/ James C. O'Shea
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Name: James C. O'Shea
Title: President
ELAN INTERNATIONAL SERVICES, LTD.
/s/ Kevin Insley
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Name: Kevin Insley
Title: President