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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) October 15, 1997
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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)
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Item 5. Other Events
As reported by the Company on Form 8-K filed with the SEC on
October 3, 1997, the Company executed an agreement on September
30, 1997 with Elan Corporation, plc, for the license, development and
commercialization of certain technology related to a continuous glucose
level monitoring system for diabetics(the "Agreement"). The closing
of the transactions contemplated by the Agreement occurred on
October 15, 1997.
At the time of closing, Bioject issued to Elan International
Services, Ltd. 2,727,273 shares of Bioject's common stock and a
five-year warrant to purchase an additional 1,750,000
shares of common stock at $2.50 per share for an aggregate
purchase price of $3,000,000.
As previously reported, the project will be conducted in a joint
venture company that is a new subsidiary of Bioject, owned 19.9
percent by Elan. The new company has licensed Elan's glucose
monitoring technology for an initial payment of $15 million. Elan
invested approximately $3 million in the subsidiary and Bioject
invested approximately $12 million. Elan loaned Bioject $12.015
million, the principal amount and accrued interest of which will
be exchanged for convertible preferred stock of Bioject if
Bioject's shareholders approve the exchange. Bioject is in the process
of preparing a proxy statement in order to call a special meeting of its
shareholders to consider and approve such exchange.
Bioject anticipates taking a charge to expense for the amount of the
$15 million licensing fee, of which $12.015 million is reportable
against Bioject's consolidated results of operations. The difference
between the aggregate amount of the licensing fee and the reportable
net amount by Bioject represents the portion of the fee
allocable to the minority interest in the subsidiary.
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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, thereunto duly
authorized.
DATED this 21st day of October, 1997
BIOJECT MEDICAL TECHNOLOGIES INC.
By /s/ Peggy J. Miller
Peggy J. Miller
Vice President, Chief
Financial Officer and Secretary
