UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BIOJECT MEDICAL TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09059T206
(CUSIP Number)
John T. Unger
600 Travis, Suite 5800, Houston, Texas 77002
713-993-4645
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 18, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note. Schedules filed in paper form shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 09059T206 13D Page 2 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Life Sciences Opportunities Fund II, L.P.
Life Sciences Opportunities Fund II (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 5 SOLE VOTING POWER 10,073,316
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 10,073,316
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,073,316
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 09059T206 13D Page 3 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Life Sciences Opportunities Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
NUMBER OF 5 SOLE VOTING POWER 1,676,314
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 1,676,314
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,314
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 09059T206 13D Page 4 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Life Sciences Opportunities Fund II (Institutional), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnerships
NUMBER OF 5 SOLE VOTING POWER 8,397,002
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 8,397,002
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,002
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
CUSIP NO. 09059T206 13D Page 5 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Signet Healthcare Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
NUMBER OF 5 SOLE VOTING POWER 10,073,316
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 10,073,316
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,073,316
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
CUSIP NO. 09059T206 13D Page 6 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sanders Morris Harris Inc. (formerly SMH Capital Inc.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER None
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 11,043,328
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER None
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER 11,043,328
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,043,328
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP NO. 09059T206 13D Page 7 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James C. Gale
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER None
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 10,073,316
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER None
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER 10,073,316
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,073,316
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
CUSIP NO. 09059T206 13D Page 8 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George L. Ball
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER 47,918
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 11,043,328
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 47,918
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER 11,043,328
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,091,246
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
CUSIP NO. 09059T206 13D Page 9 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SOF Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER 970,012
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 970,012
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,012
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
CUSIP NO. 09059T206 13D Page 10 of 20 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Don A. Sanders
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER 1,591,966
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 1,591,966
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,591,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
CUSIP NO. 09059T206 13D Page 11 of 20 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, no par value (the "Shares"),
of Bioject Medical Technologies, Inc., an Oregon corporation. The principal
executive office of the issuer of such securities is located at 20245 SW 95th
Avenue, Tualatin, Oregon 97062
Item 2. Identity and Background.
Life Sciences Opportunities Fund II, L.P. ("LOF") and Life Sciences
Opportunities Fund II (Institutional), L.P. ("LOFI" and, together with LOF, the
"Funds") are Delaware limited partnerships whose principal business is making
investments in the securities of other entities. The address of their principal
office is 152 West 57th Street, 19th Floor, New York, New York 10022.
Signet Healthcare Partners, LLC (formerly LOF Partners, LLC) (the "General
Partner") is a Delaware limited liability company and the sole general partner
of the Funds. The principal business of the General Partner is to act as general
partner of the Funds. The address of its principal office is Carnegie Hall
Towers, 152 West 57th St., 19th Fl., New York, New, York 10019.
Sanders Opportunity Fund, L.P. ("SOF") and Sanders Opportunity Fund
(Institutional), L.P. ("SOFI"), are Delaware limited partnerships whose
principal business is making investments in the securities of other entities.
The address of their principal office is 600 Travis, Suite 5800, Houston, Texas
77002.
SOF Management, LLC is a Delaware limited partnership and the sole general
partner of SOF and SOFI. The principal business of SOF Management, LLC is to act
as general partner of SOF and SOFI. The address of its principal office is 600
Travis, Suite 5800, Houston, Texas 77002.
Sanders Morris Harris Inc. (formerly SMH Capital Inc.) ("SMHI") is a Texas
corporation and the controlling member of the General Partner and of SOF
Management, LLC The address of its principal office is 600 Travis, Suite 5800,
Houston, Texas 77002. Attached as Appendix A is information concerning the
executive officers and directors of SMHI required to be disclosed in response to
Item 2 and General Instruction C to Schedule 13D. Such executive officers and
directors may be deemed, but are not conceded to be controlling persons of SMHI.
SMHI is a wholly owned subsidiary of Sanders Morris Harris Group, Inc. SMHI is a
registered broker/dealer and investment adviser.
Sanders Morris Harris Group ("SMHG"), Inc. is a Texas corporation and the
parent of SMHI. The address of its principal office is 600 Travis, Suite 5800,
Houston, Texas 77002. Attached as Appendix A-1 is information concerning the
executive officers and directors of SMHG required to be disclosed in response to
Item 2 and General Instruction C to Schedule 13D. Such officers and directors
may be deemed, but are not conceded to be controlling, persons of SMHG. No
corporation or other person is or may be deemed to be ultimately in control of
SMHG.
CUSIP NO. 09059T206 13D Page 12 of 20 Pages
James C. Gale is the Chief Investment Officer, a Manager, and Member of
the General Partner. The address of his principal office is Carnegie Hall
Towers, 152 West 57th St., 19th Fl., New York, New York 10019. Mr. Gale is a
citizen of the United States.
Don A. Sanders is a Manager of SOF Management, LLC and the chief
investment officer of SOF and SOFI and a director of SMHG. The address of his
principal office is 600 Travis, Suite 5800, Houston, Texas 77002. Mr. Sanders is
a citizen of the United States.
George L. Ball is Chief Executive Officer of SMHI and SMHG. The address of
his principal office is 600 Travis, Suite 5800, Houston, Texas 77002. Mr. Ball
is a citizen of the United States.
Don Weir is an employee of SMHI. He is the Trustee of the Sanders 1998
Children's Trust (the "Trust"). The address of his principal office is 600
Travis, Suite 5800, Houston, Texas 77002. Mr. Weir is a citizen of the United
States.
Kathryn U. Sanders and Tanya Drury are clients of SMHI and Don A. Sanders.
They are citizens of the United States.
During the past five years, none of the reporting persons or any of the
persons referred to in Appendices A and A-1 has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During the past five years, none of the reporting persons or any of the
persons referred to in Appendices A and A-1 was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws as a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration.
On November 15, 2004, LOF purchased 316,884 shares of the Series D
Convertible Preferred Stock, no par value ("Series D Preferred"), of the Issuer
and 95,065 warrants to purchase common stock ("Warrants") for an aggregate
consideration of $364,416.08 and LOFI purchased 1,779,073 shares of Series D
Preferred and 531,022 Warrants for an aggregate consideration of $2,035,584.47.
The source of these funds was working capital of the Funds. A total of 2,086,957
shares of Series D Preferred and 626,087 Warrants were issued. The Series D
Preferred shares originally issued and outstanding are convertible into common
stock at a conversion price of approximately $1.15 per share. Each Warrant
entitles the holder to purchase one share of common stock for a purchase price
of $1.15 per share. The Warrants expired on December 14, 2008.
On March 8, 2006, LOF and LOFI entered into a Note and Warrant Purchase
Agreement (the "20006 Note Purchase Agreement") with the Issuer pursuant to
which they loaned (each a "2006 Bridge Loan") the Issuer the sums of $127,546
and $712,454, respectively, and were issued warrants to purchase common stock
(the "2006 Bridge Warrants") covering 55,416 shares and 309,547 shares,
respectively. Additional parties to the agreement were (a) SOF, which loaned the
Issuer $79,200 and received 2006 Bridge Warrants covering 35,036 shares,
(b)SOFI, which loaned the Issuer $250,800 and received 2006 Bridge Warrants
covering 110,949 shares, (c) Don A. Sanders, who loaned the Issuer $132,000 and
received 2006 Bridge Warrants covering 58,394 shares,(d) Kathryn U. Sanders and
the Trust, who each loaned the Issuer $66,000 and received 2006 Bridge Warrants
covering 29,197 shares, and (e) Tanya Drury, George L. Ball, Don Weir, and Ben
T. Morris, who each loaned the Issuer $16,500 and received 2006 Bridge Warrants
covering 7,299 shares. The exercise price of the 2006 Bridge Warrants is $1.37
per share and the 2006 Bridge Warrants expire on September 7, 2010. The source
of these funds was working capital of the Funds, SOF, SOFI, and the Trust and
personal funds of the individual purchasers.
CUSIP NO. 81787Q 10 4 13D Page 13 of 20 Pages
On March 8, 2006, LOF, LOFI, SOF, SOFI, Messrs. Sanders, Ball, Weir, and
Morris, Ms. Sanders and Drury, and the Trust entered into a Securities Purchase
Agreement with the Issuer pursuant to which they agreed to purchase an aggregate
of $4,500,000 (plus accrued interest on the Bridge Loans) of Series E
Convertible Preferred Stock at a price of $1.37 per share subject to the
satisfaction by the Issuer of certain conditions, including approval of the
transaction by the shareholders of the Issuer. The transaction closed on May 30,
2006.
On December 5, 2007, LOF and LOFI each entered into a Convertible Note and
Warrant Purchase Agreement (the "2007 Convertible Note Purchase Agreement") with
the Issuer pursuant to which they loaned (each a "2007 Bridge Loan") the Issuer
the sums of $91,104 and $508,896, respectively, and were issued warrants to
purchase common stock (the "2007 Bridge Warrants") covering 12,147 shares and
67,853 shares, respectively. The conversion price of the 2007 Bridge Loans and
the exercise price of the 2007 Bridge Warrants is $0.75 per share. The 2007
Bridge Warrants expire on December 4, 2011. The source of these funds was
working capital of the Funds.
On December 18, 2009, the Issuer entered into a Purchase Agreement (the
"Agreement") with each of LOF and LOFI, and Edward Flynn for the purchase of an
aggregate of 92,448 shares of its Series G Convertible Preferred Stock (the
"Series G Preferred") at a price of $13.00 per share. LOF and LOFI paid for the
Series G Preferred by the cancellation of the $600,000 outstanding principal
amount of and $101,834.06 accrued interest through December 18, 2009 on the 2007
Convertible Subordinated Promissory Notes dated as of December 5, 2007. Each
share of Series G Preferred is convertible, at any time at the option of the
holder, into 100 shares of common stock (subject to anti-dilution adjustments).
The holders of Series G Preferred receive an 8% annual payment-in-kind dividends
("PIK Dividends") per year; however, if we the Issuer fails to declare or pay
the PIK Dividends within 90 days of December 18 (beginning December 18, 2010),
the PIK Dividends shall increase to 10%. PIK Dividends are payable in Series G
Preferred Stock or cash at the option of the Board of Directors
Item 4. Purpose of Transaction.
The Funds acquired the shares of Series D Preferred, Series E Preferred,
the Warrants, the 2006 Warrants, the 2007 Warrants, the 2007 Convertible Notes,
and the Series G Preferred for general investment purposes. SOF, SOFI, Messrs.
Sanders, Ball, Weir, and Morris, Ms. Sanders and Drury, and the Trust acquired
the shares of Series E Preferred and the 2006 Warrants for general investment
purposes.
The holders of Series D Preferred are entitled to name one observer who is
entitled to attend all meetings of the Board of Directors and to receive all
information prepare for the Board. So long as the holders of Series E Preferred
continue to hold at least 10% of the Series E Preferred Shares originally
issued, the Issuer agrees to cause one person designated by the holders of
Series E Preferred to be nominated and elected to the Issuer's board of
directors.
The Funds intend to review continuously their investment in the Issuer and
may or may not seek involvement in the Issuer's affairs. Depending on their
evaluation of the Issuer's business and prospects and future developments, the
Funds, or other individuals or entities that may be deemed to be affiliates of
the Funds, may from time to time purchase additional securities of the Issuer,
dispose of all or a portion of the securities held by such person, or cease
buying or selling shares. Any additional purchases of securities may be in open
market or privately negotiated transactions or otherwise.
CUSIP NO. 81787Q 10 4 13D Page 14 of 20 Pages
Any dividend payable on the Issuer's common stock will also be payable on
the Series D, E, and G Preferred on an as-converted basis. The Series D, E, and
G Preferred are senior in rank to all other series of preferred stock and to the
common stock. Upon liquidation of the Issuer, the holders of Series G Preferred
Stock are entitled to a liquidation preference of $13.00 per share prior to any
payments to holders of common stock, Series D, E, and F Preferred. Upon
liquidation of the Issuer, the holders of Series D and E Preferred are entitled
to liquidation preferences of $1.15 and $1.37 per share, respectively, prior to
any payments to holders of common stock. On all matters voted upon by the
shareholders of the Issuer, except as required by law, the Series D, E and G
Preferred vote on an as converted basis together with the common stock as a
single class (with each share of Series D, E and G Preferred casting a number of
votes equal to the number of shares of common stock into which it is
convertible). The affirmative vote or written consent of a majority of the
holders of Series D, E and G Preferred, voting separately as a class, is
required for (1) the creation of any senior or pari passu security, (2) payment
of dividends on common stock, (3) any redemptions or repurchases of common stock
or preferred stock except for purchases at fair market value upon termination of
employment, (4) any merger, acquisition, recapitalization, reorganization, or
sale of all or substantially all of the assets of the Issuer, which results in a
payment to the holders of the Series D, E or G Preferred of an amount less than
the Liquidation Preference, (5) an increase or decrease in the number of
authorized shares of preferred stock or common stock, (6) any change in the
rights, preferences, and privileges of the Series D, E or G Preferred, (7)
material amendments, alterations, or repeals of the Issuer's articles of
incorporation or bylaws, or (8) changes in the nature of the Issuer's business.
Except as described in this Item 4, the Funds have no present plans or
proposals which relate or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, (e) any material change to the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended, or (j) any actions similar
to any of those enumerated above.
CUSIP NO. 09059T206 13D Page 15 of 20 Pages
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock of the
Issuer beneficially owned by the persons identified in Item 2 is as follows:
Aggregate Number of Percentage of
Beneficial Owner Shares Owned Class
Life Sciences Opportunities Fund II, L.P. 1,676,314(1) 8.8
Life Sciences Opportunities Fund II
(Institutional), L.P. 8,397,002(2) 32.7
Life Sciences Opportunities Fund II, L.P.
and Life Sciences Opportunities
Fund II (Institutional), L.P. 10,073,316(3) 36.8
Signet Healthcare Partners, LLC 10,073,316(4) 36.8
Sanders Opportunity Fund, L.P. 232,802(5) 1.3
Sanders Opportunity Fund (Institutional), L.P. 737,210(6) 4.1
SOF Management, LLC 970,012(7) 5.3
Sanders Morris Harris Inc. 11,043,328(8) 38.8
George L. Ball 11,091,246(9) 39.1
James C. Gale 10,073,316(10) 36.8
Don A. Sanders 1,591,966(11) 8.4
Kathryn U. Sanders 190,678(12) 1.1
Sanders 1998 Children's Trust 190,678(13) 1.1
Don Weir 238,596(14) 1.4
Tanya Drury 47,918(15) *
Ben T. Morris 47,918(15) *
* Less than 1%
(1) Includes (a) 316,884 shares of common stock issuable upon conversion of
316,884 shares of Series D Preferred that are immediately convertible into
common stock, (b) 310,636 shares of common stock issuable upon conversion
of (or payable as dividends with respect to) 279,097 shares of Series E
Preferred that are immediately convertible into common stock, (c) 966,500
shares of common stock issuable upon conversion of 9,665 shares of Series
G Preferred, and (d) 67,613 shares of common stock issuable upon exercise
of common stock purchase warrants.
(2) Includes (a) 1,770,073 shares of common stock issuable upon conversion of
1,770,073 shares of Series D Preferred that are immediately convertible
into common stock, (b) 1,735,178 shares of common stock issuable upon
conversion of (or payable as dividends with respect to) 1,559,005 shares
of Series E Preferred that are immediately convertible into common stock,
(c) 4,432,300 shares of common stock issuable upon conversion of 44,323
shares of Series G Preferred, and (d) 377,370 shares of common stock
issuable upon exercise of stock purchase warrants.
(3) Includes (a) 2,086,957 shares of common stock issuable upon conversion of
2,086,957 shares of Series D Preferred that are immediately convertible
into common stock, (b) 2,045,814 shares of common stock issuable upon
conversion of (or payable as dividends with respect to)1,838,102 shares of
Series E Preferred that are immediately convertible into common stock, (c)
5,398,800 shares of common stock issuable upon conversion of 53,988 shares
of Series G Preferred, and (d) 445,283 shares of common stock issuable
upon exercise of common stock purchase warrants.
CUSIP NO. 81787Q 10 4 13D Page 16 of 20 Pages
(4) Includes shares beneficially owned by the Funds.
(5) Includes 197,766 shares of common stock issuable upon conversion of (or
payable as dividends with respect to) 177,681 shares of Series E Preferred
that are immediately convertible into common stock that are owned by SOF
and 35,036 shares of common stock issuable upon exercise of common stock
purchase warrants owned by the SOF.
(6) Includes 626, 261 shares of common stock issuable upon conversion of (or
payable as dividends with respect to) 562,677 shares of Series E Preferred
that are immediately convertible into common stock that are owned by SOFI
and 110,949 shares of common stock issuable upon exercise of common stock
purchase warrants owned by the SOFI.
(7) Includes shares beneficially owned by SOF and SOFI.
(8) Includes shares beneficially owned by the Funds and Signet Healthcare
Partners, LLC, SOF, SOFI, and SOF Management, LLC.
(9) Includes shares beneficially owned by Sanders Morris Harris Inc. and
40,619 shares of common stock issuable upon conversion (or payable as
dividends with respect to) 36,496 shares of Series E Preferred Stock and
7,299 shares of common stock issuable upon exercise of common stock
purchase warrants.
(10) Includes shares beneficially owned by the Funds and Signet Healthcare
Partners, LLC.
(11) Includes (a) 324,964 shares of common stock issuable upon conversion of
(or payable as dividends with respect to) 291,971 shares of Series E
Convertible Preferred Stock and 58,394 shares of common stock subject to
common stock purchase warrants owned by Mr. Sanders; (b) shares
beneficially owned by SOF, SOFI, and SOF Management, LLC (c) 203,100
shares of common stock issuable upon conversion of (or payable as
dividends with respect to) 182,481 shares of Series E Convertible
Preferred Stock owned By Kathryn U. Sanders and Tanya Drury (customer
accounts over which Mr. Sanders exercises discretionary authority); and
(g) 36,146 shares of common stock subject to common stock purchase
warrants owned by Ms. Sanders and Ms. Drury (customer accounts over which
Mr. Sanders exercises discretionary authority). Mr. Sanders disclaims
beneficial ownership of the shares owned by Ms. Sanders and Ms. Drury.
(12) Includes 162,481 shares of common stock issuable upon conversion (or
payable as dividends with respect to) 145,985 shares of Series E Preferred
Stock and 29,197 shares of common stock issuable upon exercise of common
stock purchase warrants.
(13) Includes 162,481 shares of common stock issuable upon conversion (or
payable as dividends with respect to) 145,985 shares of Series E Preferred
Stock and 29,197 shares of common stock issuable upon exercise of common
stock purchase warrants.
(14) Includes shares beneficially owned by the 1998 Sanders Children's Trust of
which Mr. Weir is the Trustee and 40,619 shares of common stock issuable
upon conversion (or payable as dividends with respect to) 36,496 shares of
Series E Preferred Stock and 7,299 shares of common stock issuable upon
exercise of common stock purchase warrants.
CUSIP NO. 81787Q 10 4 13D Page 17 of 20 Pages
(15) Includes 40,619 shares of common stock issuable upon conversion (or
payable as dividends with respect to) 36,496 shares of Series E Preferred
Stock and 7,299 shares of common stock issuable upon exercise of common
stock purchase warrants.
(b) The number of shares of common stock as to which there is sole power
to direct the vote, shares power to vote or to direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages,
and such information is incorporated herein by reference. Except as set forth
above, to the knowledge of the Reporting Persons, the persons listed on Appendix
A and A-1 in response to Item 2 do not beneficially own any shares of Common
Stock of the Issuer.
(c) The following transactions in the common stock of the Issuer were
effected within the last 60 days by the following named Reporting Persons:
LOF and LOFI acquired the 9,665 and 44,323 shares of Series G Preferred,
respectively, on December 18, 2009.
(d) The Funds have the right to receive all dividends on the Series D, E,
and G Preferred.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
In connection with the issuance of the Series D, E, and G Preferred, the
Issuer extended certain registration rights to the Funds, which obligated the
Issuer to register with the Securities and Exchange Commission the shares of
common stock issuable upon exercise of (a) the Series D, E, and G Preferred
within 180 days of demand by the majority of holders of registrable securities
and to maintain the effectiveness of such registration statement until two years
after it is declared effective.
CUSIP NO. 81787Q 10 4 13D Page 18 of 20 Pages
See Item 4 for a description of voting rights applicable to the Series D,
E, and G Preferred, which information is incorporated herein by reference.
Except as stated herein, none of the Funds, the General Partner, SMH
Capital, or SMH Group, nor, to the best of the knowledge of the Funds, any of
the executive officers or directors listed on Annex A or A-1, is a party to any
contract, arrangement, understanding, or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including but not
limited to, any transfer or voting of any such securities, finder's fees, joint
ventures, loans or option arrangements, puts or calls, guarantees or profits,
divisions of profit or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Title
1 Joint Filing Agreement among the reporting persons.
2 Amendment to Articles of Incorporation of Bioject Medical Technologies,
Inc. filed on November 15, 2004 (Incorporated by reference to Exhibit 3 to
Current Report on Form 8-K filed by the Issuer of November 19, 3004).
3 Stock Purchase Agreement dated as of November 15, 2004, between the Issuer
and the purchasers of Series D Preferred. (Incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on November
19, 2004).
4 Registration Rights Agreement dated as of November 15, 2004, between the
Issuer and the purchasers of Series D Preferred.(Incorporated by reference
to Exhibit 10.2 to Current Report on Form 8-K filed by the Issuer on
November 19, 2004).
5 Form of Stock Purchase Warrant (Incorporated by reference to Exhibit 10.3
to Current Report on Form 8-K filed by the Issuer on November 19, 2004).
6 Note and Warrant Purchase Agreement dated March 8, 2006, among the Issuer,
the Funds, SOF, and SOFI (Incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed by the Issuer on March 9, 2006).
7 Form of Stock Purchase Warrant (Incorporated by reference to Exhibit 10.4
to Current Report on Form 8-K filed by the Issuer on March 9, 2006).
8 Securities Purchase Agreement dated March 8, 2006, among the Issuer, the
Funds, SOF, and SOFI (Incorporated by reference to Exhibit 10.3 to Current
Report on Form 8-K filed by the Issuer on March 9, 2006).
9 Security Agreement dated March 8, 2006, among the Issuer, the Funds, SOF
and SOFI ((Incorporated by reference to Exhibit 10.2 to Current Report on
Form 8-K filed by the Issuer on March 9, 2006).
10 Form of Convertible Note Purchase and Warrant Agreement dated as of
December 5, 2007, among the Issuer, LOF, and LOFI (Incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K filed by the
Issuer on December 11, 2007).
CUSIP NO. 81787Q 10 4 13D Page 19 of 20 Pages
Item 7. Material to be Filed as Exhibits (Continued)
11 Articles of Amendment to 2002 Restated Articles of Incorporation
(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed by the Issuer on December 21, 2009).
12 Series G Convertible Preferred Stock Purchase Agreement dated December 18,
2009, between Bioject Medical Technologies Inc. Life Sciences
Opportunities Fund II, L.P., Life Sciences Opportunities Fund
(Institutional) II, L.P., and Edward Flynn (Incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on December
21, 2009).
13. Registration Rights Agreement dated December 18, 2009 between Bioject
Medical Technologies, Inc., Life Sciences Opportunities Fund II, L.P.,
Life Sciences Opportunities Fund (Institutional) II, L.P., Edward Flynn,
Ralph Makar, David Tierney, Richard Stout, Christine Farrell, and the
Investors listed on Exhibit A thereto(Incorporated by reference to Exhibit
10.2 to Current Report on Form 8-K filed by the Issuer on December 21,
2009).
CUSIP NO. 09059T206 13D Page 20 of 20 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Date: February 16, 2010
Life Sciences Opportunities Fund II, L.P.
Life Sciences Opportunities Fund II
(Institutional), L.P.
By: Signet Healthcare Partners, LLC
By /s/ James C. Gale
--------------------------------
James C. Gale, Manager
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Date: February 16, 2010
Signatures:
Signet Healthcare Partners, LLC
By /s/ James C. Gale
----------------------------------
Name: James C. Gale
Title: Manager and Chief Investment Officer
SMH Capital Inc.
By /s/ John T. Unger
----------------------------------
Name: John T. Unger
Title: Senior Vice President and General Counsel
SOF Management, LLC
By /s/ Don S. Sanders
----------------------------------
Name: Don A. Sanders
Title: Manager
/s/ James C. Gale
- --------------------------------------
James C. Gale
/s/ Don A. Sanders
- --------------------------------------
Don A. Sanders
- ----------
Each Reporting Person certifies only the information in Item4 regarding, himself
or itself, as the case may be.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
Appendix A
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of SMH
Capital Inc. Unless otherwise indicated below, each such person is a citizen of
the United States and the business address of each such person is 600 Travis,
Suite 5800, Houston, Texas 77002. Except as indicated below, during the last
five years, none of the persons listed below has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was or is
subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws as a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
- ---- ----------------
George L. Ball Chief Executive Officer
Fredric M. Edelman President and Director
Don A. Sanders Chairman of the Executive Committee
Stephen R. Cordill President of Asset and Wealth Management
Bruce R. McMaken Executive Vice President
John T. Unger Senior Vice President and General Counsel
Rick Berry Senior Vice President
Leslie Jallans Chief Compliance Officer
Cindy Burnette Chief Financial Officer and Treasurer
Sandy Bailey Secretary
Appendix A-1
Directors and Executive Officers of
Sanders Morris Harris Group Inc.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Sanders Morris Harris Group Inc. Unless otherwise indicated below, each such
person is a citizen of the United States and the business address of each such
person is 600 Travis, Suite 5800, Houston, Texas 77002. Except as indicated
below, during the last five years, none of the persons listed below has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws as a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction.
Present Principal Occupation or Employment;
Name Business Address
- ---- ----------------
George L. Ball Director, Chairman of the Board and Chief
Executive Officer
Ben T. Morris Director and Vice Chairman
Fredric M. Edelman Director and President
Don A. Sanders Director
W. Blair Waltrip Director, private investor
Richard E. Bean Director, Executive Vice President and Chief
Financial Officer of Pearce
Industries, Inc.
Charles W. Duncan, III Director, President of Duncan Equities, Inc.
Scott McClelland Director, President of the Houston and
Central Market Division of H.E. Butt
Grocery Company (H-E-B Grocery Stores)
Albert W. Niemi Director, Dean of the Edwin L. Cox School of
Business of Southern Methodist
University
Rick Berry Chief Financial Officer
John T. Unger Senior Vice President and General Counsel
Bruce R. McMaken Executive Vice President