<PAGE> 1
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 14, 1996
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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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Unaudited Consolidated Financial Statements for Bioject Medical
Technologies Inc. including:
Unaudited Consolidated Balance Sheet as of November 30, 1996
Unaudited Consolidated Statement of Operations for the five
months ended November 30, 1996
Notes to Unaudited Financial Statements
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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 hereunto duly authorized.
BIOJECT MEDICAL TECHNOLOGIES INC.
Date: January 14, 1997 By /s/ Peggy J. Miller
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Peggy J. Miller
Vice President, Chief Financial
Officer, Secretary/Treasurer
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
99 Unaudited Consolidated Financial Statements for Bioject
Medical Technologies Inc. and Subsidiaries
</TABLE>
<PAGE> 5 EXHIBIT 99
<TABLE>
<CAPTION>
BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
November 30, November 30,
1996 1996
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(unaudited) (proforma)
ASSETS
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 753,170 $ 2,916,170
Accounts receivable 188,404 188,404
Inventories 1,731,177 1,731,177
Prepaid and other current assets 50,011 50,011
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Total current assets 2,722,762 4,885,762
CASH - RESTRICTED 600,000 600,000
PROPERTY AND EQUIPMENT, at cost:
Machinery and equipment 1,435,738 1,435,738
Production molds 780,980 780,980
Furniture and fixtures 163,832 163,832
Leasehold improvements 73,854 73,854
Equipment and molds under
construction, pledged 1,175,819 1,175,819
Capitalized interest 54,242 54,242
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3,684,465 3,684,465
Less - Accumulated depreciation (1,420,838) (1,420,838)
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2,263,627 2,263,627
OTHER ASSETS 293,094 293,094
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$ 5,879,483 $ 8,042,483
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES:
Accounts payable $ 706,556 $ 706,556
Accrued payroll 235,442 235,442
Other accrued liabilities 257,433 257,433
Deferred revenue - -
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Total current liabilities 1,199,431 1,199,431
LONG-TERM DEBT 1,600,000 1,600,000
COMMITMENTS
SHAREHOLDERS' EQUITY:
Preferred stock, no par, 10,000,000
shares authorized; no shares issued
and outstanding - -
Common stock, no par, 100,000,000
shares authorized; issued and
outstanding 15,616,712 shares at
November 30, 1996 actual, 19,051,205
(proforma) 36,160,508 38,323,508
Accumulated deficit (33,080,456) (33,080,456)
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Total shareholders' equity 3,080,052 5,243,052
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$ 5,879,483 $ 8,042,483
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</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
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BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWO MONTHS ENDED NOVEMBER 30, 1996
(UNAUDITED)
<TABLE>
<S> <C>
Revenues:
Net sales of products $ 142,303
Licensing/technology fees 80,000
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222,303
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Expenses:
Manufacturing 280,271
Research and development 215,653
Selling, general and administrative 549,735
Other (income) expense (10,611)
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Total expenses 1,035,048
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Net loss $ (812,745)
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</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
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BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1996
(UNAUDITED)
General
The accompanying financial statements do not include all of the
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles including
estimates where appropriate. In the opinion of management, all adjustments
(consisting only of normal, recurring adjustments) considered necessary to
fairly reflect the Company's consolidated financial position and consolidated
results of operations have been included.
Subsequent events
In December 1996, the Company completed a private placement (the
"First Placement") of 3,120,000 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 $1.00. The warrants, which are exercisable in whole or from
time to time in part, expire five years from the date of issuance, and are
transferable subject to compliance with all applicable federal and state
securities laws. Proceeds to the Company, net of commissions (excluding
estimated expenses) was $2 million. Preferred Technology, Inc. acted as agent
in connection with the Placement and in connection therewith, received
$107,640 as a placement fee and a warrant to acquire 156,000 shares of Common
Stock at a exercise price per share of $0.828125.
In December 1996, the Company completed a second private placement
(the "Second Placemnet") of 314,493 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 $1.00. The warrants, which are exercisable in whole or from
time to time in part, expire five years from the date of issuance, and are
transferable subject to compliance with all applicable federal and state
securities laws. Veber Partners acted as agent in connection with the Second
Placement and in connection therewith, received $34,860 as a placement and
financial advisory fee.
If both the First Placement and the Second Placement had taken place
at November 30, 1996, the Company's cash and cash equivalents and total assets
at that date would have been $2,916,170 and $8,042,483, respectively.
