SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
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 December 31, 1999
Commission File No. 0-15360
BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Oregon 93-1099680
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(Jurisdiction of incorporation) (I.R.S. identification no.)
7620 SW Bridgeport Road
Portland, Oregon 97224
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(Address of principal executive offices) (Zip code)
(503) 639-7221
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(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 December 31, 1999 there were 5,828,784 outstanding shares of common stock of
the registrant.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None during the quarter ended December 31, 1999.
Item 2. Changes in Securities
On July 15, 1999, the Board of Directors approved, subject to the shareholder
approval, a proposal to amend the Articles of Incorporation to effect a reverse
stock split by exchanging five outstanding shares of the Company's common stock
for one new share of the Company's common stock. At the Company's annual meeting
in September, 1999, the shareholders approved the amendment to the Company's
Articles of Incorporation to effect a one-for-five reverse stock split. On
October 13, 1999, a one-for-five reverse stock split was effected. Prior to the
reverse split, 29,011,236 shares of Common Stock were outstanding, as well as
options, warrants and convertible preferred stock to acquire an additional
24,378,928 shares of common stock. The reverse stock split decreased the number
of outstanding shares of common stock to approximately 5.8 million shares and
approximately 4.8 million shares were reserved for issuance upon exercise of
outstanding options, warrants and the conversion of convertible preferred stock.
In December 1996, the Company completed two private placements of units, each
unit consisting of one share of Common Stock and one warrant to purchase one
share of Common Stock at an exercise price of $5.00. Preferred Technology, Inc.
acted as agent in connection with the first placement and in connection
therewith, received a placement fee and a warrant to acquire shares of Common
Stock at an exercise price per share of $4.140625. In December 1999, warrants to
purchase 20,286 shares of Common Stock were exercised at $5.00 per share.
The warrants and the shares issued upon exercise of the warrants have been
issued pursuant to an exemption from registration under Rule 506 of Regulation D
and Section 4(2) of the Securities Act. In relying upon such exemption (1) the
Company did not engage in any "general solicitation," (ii) the purchaser
represented and the Company reasonably believed that the purchaser was an
accredited investor and had such knowledge and experience in financial and
business matters such that it was capable of evaluating the merits and risks of
the prospective investment and was able to bear the economic risk of such
investment, (iii) the purchaser was provided access to all necessary and
adequate information to enable the purchaser to evaluate the financial risk
inherent in making an investment, and (iv) the purchaser represented that it was
acquiring the shares for itself and not for distribution.
Aggregate proceeds to the Company from the warrant exercises totaled
approximately $101,000. In December, 1999, stock option exercises of 3,250
shares of common stock were exercised for an aggregate of approximately $8,129.
Item 3. Defaults Upon Senior Securities
None during the quarter ended December 31, 1999.
Item 4. Submission of Matters to a Vote of Security Holders
None during the quarter ended December 31, 1999.
Item 5. Other Information
On October 7, 1999, Michael Sember resigned from Bioject's Board of
Directors.
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Item 6. Exhibits and Reports on Form 8-K
EXHIBITS:
10.70 License and Distribution Agreement dated December 21, 1999
between Bioject, Inc. and Serono Laboratories, Inc.
(Confidential treatment has been granted pursuant to Rule
24b-2 under the Securities Exchange Act of 1934, as amended.
Confidential portions have been omitted and filed separately
with the SEC. This exhibit is being refiled following the
confidential treatment review.)
27.1 Financial Data Schedule
REPORTS ON FORM 8K:
None during the quarter ended December 31, 1999
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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: March 16, 2000 /s/ James O'Shea
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James O'Shea
Chairman, Chief Executive Officer
and President
/s/ Christine M. Farrell
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Christine M. Farrell
Controller and Secretary
EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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10.70 License and Distribution Agreement dated December 21, 1999
between Bioject, Inc. and Serono Laboratories, Inc. (Confidential
treatment has been granted pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. Confidential
portions have been omitted and filed separately with the SEC.
This exhibit is being refiled following the confidential
treatment review.)
27.1 Financial Data Schedule