BIOJECT MEDICAL TECHNOLOGIES INC
8-K, 1999-06-29
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 ---------------



                                    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) June 25, 1999

                        BIOJECT MEDICAL TECHNOLOGIES INC.
          -------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


                                     Oregon
          -------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



      0-15360                                          93-1099680
- ---------------------------------           -----------------------------------
(Commission File Number)                     (IRS Employer Identification No.)


      7620 S.W. Bridgeport Road
         Portland, Oregon                                   97224
- -----------------------------------------            -------------------
(Address of Principal Executive Offices)                 (Zip Code)

       Registrant's telephone number, including area code (503) 639-7221



          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






                               Page 1 of 8 Pages
                             Exhibit Index on Page 4



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<PAGE>



Item 5.   Other Events

The press release attached as Exhibit 99.1 is incorporated by reference herein.


Item 7.  Exhibits

99.1     Press release dated June 25, 1999


















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<PAGE>


                                   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: June 25, 1999                   By  /s/ Michael A. Temple
                                          --------------------------------------
                                          Michael A. Temple
                                          Vice President, Chief Financial
                                             Officer and Secretary


















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<PAGE>


                                  Exhibit Index
Exhibit
Number         Exhibit                                                 Page
- ------         -------                                                 ----
99.1           Press release dated June 25, 1999























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                                                                    Exhibit 99.1

Item 5.  OTHER EVENTS

TEXT OF PRESS RELEASE

                       BIOJECT REPORTS FISCAL 1999 RESULTS

                  -The Company Also Announces Hoffman-LaRoche's
                     Withdrawal From Joint Marketing Plan-

PORTLAND, OR -June 25, 1999 - Bioject Medical Technologies Inc. (Nasdaq:  BJCT),
the leading  manufacturer of jet injection systems for needle-free drug delivery
and developer of a continuous  ambulatory blood glucose monitoring system, today
announced  financial  results for the fourth quarter and fiscal year ended March
31, 1999.

For the fiscal year ended March 31, 1999,  Bioject  reported a consolidated  net
loss  of  $7.1  million  on  revenues  of  $2.6  million.  This  compares  to  a
consolidated  net loss of $16.6 million on revenues of $1.9 million for the year
ending  March 31,  1998.  The  fiscal  1999  results  reflect a net loss of $3.0
million  related  to the  development  and  commercialization  of the  company's
continuous blood glucose monitoring  technology and the inclusion of a preferred
stock dividend of $1.4 million. Fiscal 1998 results included a net loss of $12.1
million  relating to developing  the blood glucose  monitoring  technology,  the
majority  of  which  was  a  write-off  of  acquired   in-process  research  and
development. Fiscal 1998 results also included a preferred stock dividend in the
amount of $112,000.  Both preferred stock dividends and the in-process  research
and  development   expense  recorded  in  1998  are  related  to  the  company's
acquisition  of the continuous  blood glucose  monitoring  technology  from Elan
Corporation, plc. in October 1997.

In its core needle-free business segment, the company reported an operating loss
of $2.8 million in fiscal 1999 compared to a $4.1 million  operating loss in the
needle-free  business  segment  in fiscal  1998.  This  reduction  was due to an
increase  in  licensing  and  technology  revenues  and a decrease  in  business
development  and selling  expenses.  The  increase in licensing  and  technology
revenues  from  $500,000 in fiscal 1998 to $2.0 million in fiscal 1999  reflects
the licensing  revenues  received from Merck & Co. under a short-term  agreement
that ended earlier this year.  Basic and diluted net loss per share was $.25 for
fiscal 1999 as compared to $.72 for fiscal 1998. Net loss per share was computed
based on 28.3 million and 23.1 million weighted  average shares  outstanding for
fiscal 1999 and 1998, respectively.

For the fourth quarter ended March 31, 1999, Bioject reported a net loss of $1.9
million  on  revenues  of  $213,000  compared  to a net loss of $1.4  million on
revenues of $260,000 for the previous  year's  fourth  quarter.  Fourth  quarter
results reflect a net loss from the company's blood glucose  monitoring  segment
of $173,000  (after  allocating  a $597,000  loss to a minority  interest),  the
inclusion of a preferred  stock dividend of $356,000 and a charge of $429,000 to
adjust the carrying value of the company's  inventories.  Fourth quarter results
for fiscal 1998 included a net loss of $58,000 from the Company's  blood glucose
monitoring  segment and a $112,000  preferred stock dividend.  Basic and diluted
net loss per share was $.07 per share for the  quarter  ended March 31, 1999 and
$.06 per share for the  quarter  ended  March 31,  1998.  Net loss per share was
computed based on weighted  average  shares  outstanding of 28.9 million for the
fiscal 1999 fourth quarter and 24.9 million for the fiscal 1998 fourth quarter.

Commenting on the fiscal 1999 operating results, Jim O'Shea, Bioject's chairman,
president and CEO, focused on the results of the company's needle-free business.
He stated,  "In the needle-free  segment we saw a 36 percent increase in overall
revenues and a 19 percent decrease in operating expenses. Improvement in both of
these areas is a result of our  positioning  Bioject as a drug delivery  company
whose  technology  can enhance the  effectiveness  or market  perception  of the
products of leading pharmaceutical and biotechnology companies."

In addition to emphasizing the improved  operating results in the company's core
needle-free business segment, Mr. O'Shea also noted that Bioject's drug delivery
systems  are  currently  being used in clinical  research  in more than  fifteen
different  companies and/or medical research  centers.  O'Shea said, "All of the
activity  in the  laboratory  draws  more and  more  attention  to the  clinical
capability of our  products.  As a result,  Bioject has attracted  more interest
from  potential  strategic  partners,  both in the U.S.  and  abroad,  than ever
before.  We continue to pursue high leverage  product sales  opportunities  with
major customers such as the U.S. military, and in states such as California that
have adopted legislation mandating healthcare providers to adopt alternatives to
traditional needle-syringes."


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<PAGE>


Bioject also  announced  that  Hoffman-LaRoche,  Inc. has withdrawn from a joint
marketing  plan signed in 1995 due to recent  changes in its  product  marketing
strategy.

Commenting on the change in  Hoffman-LaRoche's  marketing  strategy,  Mr. O'Shea
stated,  "Roche has not expressed any dissatisfaction with the B-2020(R),  which
Bioject  designed and  delivered as promised.  Until  Hoffman  advised us of the
change in their strategy,  we were working together to gain regulatory clearance
to use the B-2020(R) with one of Roche's drugs."

Bioject retains full rights to the B-2020(R), a 1.5cc needle-free injector.

Bioject Medical  Technologies  develops,  manufactures and markets jet injection
systems for needle-free subcutaneous and intramuscular injections. The Company's
advanced injection  management system, the Biojector 2000, has received the Seal
of Acceptance from the Alliance of Children's Hospitals, Inc. In a joint venture
with Elan  Corporation,  Bioject is developing an ambulatory,  continuous  blood
glucose monitoring system for diabetes patients.

This press release contains forward looking statements within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995,   including  statements
concerning  prospects for future partnering  arrangements with pharmaceutical or
biotechnology  companies and the  potential of  laboratory  use of the company's
products to increase the  company's  strategic  partnering  opportunities.  Such
forward looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results, performance or achievements of
the company,  or industry  results,  to be materially  different from any future
results,  performance,  or  achievements  expressed  or implied by such  forward
looking statements. Such risks, uncertainties and other factors include, without
limitation,  the risk that  research and  development  efforts of the company or
others will not produce desired results, dependence on the continued performance
of strategic corporate partners, the company's need for additional financing and
uncertainties  related  to i.)  the  time  required  to  complete  research  and
development,  ii.) obtaining necessary clinical data and government  clearances,
iii.) successfully  attracting  additional  strategic corporate partners and iv)
successfully  executing  revenue-generating  agreements  with  those  additional
strategic partners.  Readers of this press release are referred to the company's
filings with the  Securities  and Exchange  Commission,  including the company's
Annual  Report on Form  10-K/A for the year  ended  March 31,  1998 for  further
discussions of factors which could affect future results.

Forward-looking statements are based on the estimates and opinions of management
on the date the statements  are made,  and the Company  assumes no obligation to
update  forward-looking  statements if conditions or  management's  estimates or
opinions should change.



                                 [Tables follow]









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<PAGE>


                        Bioject Medical Technologies Inc.
                 Condensed Consolidated Statements of Operations
                      (In thousands, except per share data)


<TABLE>

                                                                    Fiscal year ended                 Three months ended
                                                                        March 31,                          March 31,
                                                                 1999              1998             1999              1998
                                                            ---------------- ----------------- ---------------- -----------------
<S>                                                               <C>           <C>                   <C>            <C>
RESULTS OF OPERATIONS:
    Revenue
         Net sales of products                                    $  587        $   1,435             $  82          $   135
         Licensing/technology fees                                 2,044              500               131              125
                                                            ---------------- ----------------- ---------------- -----------------
                                                                   2,631            1,935               213              260
                                                            ---------------- ----------------- ---------------- -----------------
    Expenses
         Manufacturing                                             1,916            1,749               825              296
         Research &Development                                     3,963              884               877              220
         Acquired in-process R&D                                                   15,000
         Selling, general and administrative                       3,135            3,525               735              890
                                                            ---------------- ----------------- ---------------- -----------------
           Total operating expenses                                9,014           21,158             2,437            1,406
                                                            ---------------- ----------------- ---------------- -----------------

    Operating loss                                                (6,383)         (19,223)           (2,224)          (1,146)
         Interest expense                                                            (390)                              (165)
         Other income                                                122              110                30               46
                                                            ---------------- ----------------- ---------------- -----------------
    Loss before taxes                                             (6,261)         (19,503)           (2,194)          (1,265)
    Provision for income taxes                                        --               --                --               --
                                                            ---------------- ----------------- ---------------- -----------------

    Net loss before minority interest                             (6,261)         (19,503)           (2,194)          (1,265)
    Minority interest allocation                                     597            2,985               597
                                                            ---------------- ----------------- ---------------- -----------------
    Net loss                                                      (5,664)         (16,518)           (1,597)          (1,265)

    Preferred stock dividend                                      (1,412)            (112)             (356)            (112)
                                                            ---------------- ----------------- ---------------- -----------------
    Net loss alloc. to common shareholders                     $  (7,076)      $  (16,630)        $  (1,953)       $  (1,377)
                                                            ================ ================= ================ =================

    Basic and diluted net loss per common share                $   (0.25)      $    (0.72)        $   (0.07)       $   (0.06)
                                                            ================ ================= ================ =================

    Shares used in per share calculation                      28,315,239       23,151,135        28,938,080       24,912,412
                                                            ================ ================= ================ =================
</TABLE>


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<PAGE>



                        Bioject Medical Technologies Inc.
                           Selected Balance Sheet Data
                      (In thousands, except per share data)



<TABLE>

                                                                    March 31,                        March 31,
                                                                       1999                             1998
                                                             -------------------------       ---------------------------
<S>                                                                <C>                              <C>
ASSETS
Current assets:
     Cash and cash equivalents                                     $  1,274                         $  1,901
     Accounts receivable                                                305                              154
     Inventories                                                      1,251                            1,892
     Stock subscription receivable                                    2,997
     Other                                                               54                               75
                                                         -------------------------       ---------------------------
                                                                      5,881                            4,022
                                                         -------------------------       ---------------------------
Property and equipment, net                                           2,175                            2,493
Other assets, net                                                       535                              463
                                                         -------------------------       ---------------------------
Total assets                                                       $  8,591                         $  6,978
                                                         =========================       ===========================
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued liabilities1                  $     2,843                        $     993
     Deferred revenue                                                                                     10
                                                         -------------------------       ---------------------------
                                                                      2,843                            1,003
                                                         -------------------------       ---------------------------
Long-term debt                                                           --                               --

Shareholders' equity:
     Preferred stock                                                 13,130                            9,318
     Common stock                                                    50,594                           47,557
     Accumulated deficit                                            (57,976)                         (50,900)
                                                         -------------------------       ---------------------------
                                                                      5,748                            5,975
                                                         -------------------------       ---------------------------
Total liabilities and shareholders' equity                           $8,591                           $6,978
                                                         =========================       ===========================


1    Includes  approximately  $2.4 million owed to Elan in connection with joint
     venture research activities.

                                       ###

</TABLE>




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