As filed with the Securities and Exchange Commission on January 24, 1997.
Registration No. 333-18933
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)
7620 SW Bridgeport Road
Portland, Oregon 97224
(503) 639-7221
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Oregon 3845 93-1099680
- ---------------------------- -------------------------- ---------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
James C. O'Shea
Chief Executive Officer
Bioject Medical Technologies Inc.
7620 SW Bridgeport Road
Portland, Oregon 97224
(503) 639-7221
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________
Copies to:
Christopher J. Barry, Esq.
BOGLE & GATES P.L.L.C.
Two Union Square, 601 Union Street
Seattle, Washington 98101
206-682-5151
____________________
Approximate date of commencement of proposed sale to the public: At such time
or from time to time after the effective date of this Registration Statement
as the respective Selling Shareholders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /_________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________________
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Shares Amount to be Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share Price(2) Registration Fee(3)
- ---------------- ------------- ------------------ ------------------ -------------------
COMMON STOCK 7,024,986 (2) $5,588,208 $1,649.00
================ ============= ================== ================== ===================
<C>
(1) Includes an indeterminate number of shares of Common Stock that may be issued in connection
with a stock split, stock dividend, recapitalization or similar event.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c).
The proposed maximum aggregate offering price for the original 6,396,000 shares registered was
$5,096,813 based on $0.796875, the average of the bid and asked prices of the Common Stock as
reported on the Nasdaq National Market on December 23, 1996. The proposed maximum aggregate
offering price for the additional 628,986 shares registered was $491,395 based on $0.78125, the
average of the bid and asked prices of the Common Stock as reported on the Nasdaq National Market
on January 10, 1997.
(3) $1545 of the registration fee was paid at the time of the initial filing of the Registration
Statement on December 27, 1996. The remaining $149 of the registration fee was paid at the time
of filing of Amendment No. 1 to the Registration Statement on January 16, 1997.
</TABLE>
____________________
Note: This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (No. 333-19833) is filed solely to clarify the information provided
in the "Calculation of Registration Fee" table.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
January 16, 1997.
BIOJECT MEDICAL TECHNOLOGIES INC.
BY: /s/ James C. O'Shea
--------------------------------
James C. O'Shea
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James
C. O'Shea and Peggy J. Miller, or either of them, his/her attorneys-in-fact,
with the power of substitution, for him/her in any and all capacities, to sign
any amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ James C. O'Shea Chairman of the Board, Chief January 16, 1997
- ------------------- Executive Officer and President
James C. O'Shea (Principal Executive Officer)
/s/ Peggy J. Miller Vice President, Chief Financial January 16, 1997
- ------------------- Officer and Secretary/Treasurer
Peggy J. Miller (Principal Accounting and
Financial Officer)
* Director January 16, 1997
- ----------------------
William A. Gouveia
* Director January 16, 1997
- --------------------
John Ruedy, M.D.
* Director January 16, 1997
- ---------------------
Cecil E. Spearman
* Director January 16, 1997
- ---------------------
Grace Keeney Fey
* Director January 16, 1997
- ---------------------
Eric T. Herfindal
*By: /s/ James C. O'Shea
- ----------------------
James C. O'Shea, Attorney-in-Fact
