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
April 5, 1999
(Date of Report (Date of earliest event reported))
BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
0-15360 93-1099680
- ------------------------------------ -----------------------------------
(Commission File Number) (I.R.S. identification no.)
7620 SW Bridgeport Road
Portland, Oregon 97224
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(Address of principal executive offices) (Zip code)
(503) 639-7221
(Registrant's telephone number, including area code)
------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On April 5, 1999, Bioject Medical Technologies Inc. (the "Company"),
completed a private placement of 391,830 shares of the Company's Series C
Convertible Preferred Stock to Elan International Services, Ltd. ("Elan") for
total proceeds of $2.4 million. The Series C Convertible Preferred Stock is
convertible into 3,918,300 shares of the Company's common stock.
The stock was purchased pursuant to the terms of a joint venture agreement
entered into between the Company and Elan in October 1997 to develop the
Company's Glucotrak(TM) blood glucose monitor. Elan purchased the preferred
stock to facilitate a $3 million combined capital investment by the Company and
Elan into Marathon Medical Technologies, Inc., the Company's 80.1% owned
subsidiary that is developing the Glucotrak technology. In addition to the $2.4
million invested in the Company, Elan invested $597,000 directly into Marathon
Medical Technologies, Inc.
In connection with the issuance of the Series C Convertible Preferred
Stock, the Board of Directors of the Company increased the number of the Series
C Convertible Preferred Stock from 200,000 shares to 500,000 shares, shareholder
approval not being required. The Articles of Amendment increasing the shares of
Series C Convertible Preferred Stock and filed with the Secretary of State of
Oregon on March 24, 1999, is attached hereto as Exhibit 3.1.3. The Articles of
Amendment creating a classified Board of Directors, which was approved by the
shareholders of the Company on September 10, 1998 at the Annual Meeting of
Shareholders and filed with the Secretary of State of Oregon on October 15,
1998, is attached hereto as Exhibit 3.1.2.
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Item 7. Exhibits.
(c) Exhibits.
3.1.2 Articles of Amendment of Bioject Medical Technologies Inc.
dated September 11, 1999 and filed October 15, 1998.
3.1.3 Articles of Amendment to the Articles of Incorporation of
Bioject Medical Technologies Inc. dated March 18, 1999 and
filed March 24, 1999.
<PAGE>
SIGNATURE
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.
Dated: April 19, 1999.
BIOJECT MEDICAL TECHNOLOGIES INC.
By /s/ Michael A. Temple
-------------------------------------
Michael A. Temple
Vice President, Chief Financial Officer,
Secretary/Treasurer
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EXHIBIT INDEX
Exhibit Number Exhibit Description
- -------------- -------------------
3.1.2 Articles of Amendment of Bioject Medical Technologies Inc.
dated September 11, 1999 and filed October 15, 1998.
3.1.3 Articles of Amendment to the Articles of Incorporation of
Bioject Medical Technologies Inc. dated March 18, 1999 and
filed March 24, 1999.
Exhibit 3.1.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
BIOJECT MEDICAL TECHNOLOGIES INC.
Pursuant to Sections 60.134 and 60.447 of the Oregon Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of the corporation is Bioject Medical Technologies Inc.
(the "Corporation").
SECOND: SECTION 2 of the designations of the relative rights and
preferences of the Corporation's convertible preferred stock is hereby amended
and restated in its entirety as follows:
SECTION 2. Preferred Stock. (a) Series A Preferred Stock. 1,235,000 shares
of the preferred stock, without par value, of the Corporation are hereby
constituted as a series of preferred stock of the Corporation designated as
Series A Convertible Preferred Stock (the "Series A Preferred Stock"). Such
amount shall be adjusted by the Corporation in the event that any adjustments to
the Series A Preferred Stock are required as set forth herein, including Section
7 hereof, and, in connection therewith, the Corporation shall promptly take all
necessary or appropriate actions and make all necessary or appropriate filings
in connection therewith.
(b) Series B Preferred Stock. 200,000 shares of the preferred stock,
without par value, of the Corporation are hereby constituted as a series of
preferred stock of the Corporation designated as Series B Convertible Preferred
Stock (the "Series B Preferred Stock"). Such amount shall be adjusted by the
Corporation in the event that any adjustments to the Series B Preferred Stock
are required as set forth herein, including Section 7 hereof, and, in connection
therewith, the Corporation shall promptly take all necessary or appropriate
action and make all necessary or appropriate filings in connection therewith.
(c) Series C Preferred Stock. 500,000 shares of the preferred stock,
without par value, of the Corporation are hereby constituted as a series of
preferred stock of the Corporation designated as Series C Convertible Preferred
Stock (the "Series C Preferred Stock"). Such amount shall be adjusted by the
Corporation in the event that any adjustments to the Series C Preferred Stock
are required as set forth herein, including Section 7 hereof, and, in connection
therewith, the Corporation shall promptly take all necessary or appropriate
action and make all necessary or appropriate filings in connection therewith.
<PAGE>
THIRD: The foregoing resolution was adopted by the Board of Directors of
the Corporation on March 10, 1999 in accordance with the provisions of Section
60.434 of the Oregon Business Corporation Act, shareholder action not being
required.
IN WITNESS WHEREOF, Bioject Medical Technologies Inc. has caused these
Articles of Amendment to be executed this 18th day of March, 1999.
BIOJECT MEDICAL TECHNOLOGIES INC.
By: /s/ Jim O'Shea
----------------------------------------
Jim O'Shea
President and CEO
Exhibit 3.1.2
ARTICLES OF AMENDMENT
OF
BIOJECT MEDICAL TECHNOLOGIES INC.
Pursuant to ORS 60.431, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Bioject Medical Technologies Inc.
(the "Corporation").
SECOND: The Articles of Incorporation are hereby amended as follows:
Article X is hereby deleted in its entirety and replaced with a new Article
X to read as follows:
ARTICLE X
Directors
Section 1. Number of Directors. The Board of Directors shall consist of not less
than six nor more than eleven, the exact number to be set as provided herein.
Until increased or decreased as provided herein, the Board of Directors shall
consist of eight members. The Board of Directors is authorized to increase or
decrease the size of the Board of Directors (within the range specified above)
at any time by the affirmative vote of two-thirds of the directors then in
office. Without the unanimous consent of the directors then in office, no more
than two additional directors shall be added to the Board of Directors in any
12-month period. Without the unanimous approval of the directors then in office,
no person who is affiliated as an owner, director, officer, employee or
consultant of a company or business deemed by the Board of Directors to be
competitive with that of the Corporation shall be eligible to serve of the Board
of Directors of the Corporation.
Section 2. Classified Board.
The Board shall be divided into three classes: Class I Directors, Class II
Directors and Class III Directors. Each such class of directors shall be nearly
equal in number of directors as possible. Each director shall serve for a term
ending at the third annual shareholders' meeting following the annual meeting at
which such director was elected; provided, however, that the directors first
elected as Class I Directors shall serve for a term ending at the annual meeting
to be held in the year following the first election of directors by classes, the
directors first elected as Class II Directors shall serve for a term ending at
the annual meeting to be held in the second year following the first election of
directors by classes and the directors first elected as Class III directors
shall serve for a term ending at the annual meeting to be held in the third year
following the first election of directors by classes. Notwithstanding the
foregoing, each director shall serve until his or her successor shall have been
elected and qualified or until his or her earlier death, resignation or removal.
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At each annual election, the directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the Board shall designate one or more directorships whose term
then expire as directorships of another class in order more nearly to achieve
equality in the number of directors among the classes. When the Board fills a
vacancy resulting from the death, resignation or removal of a director, the
director chosen to fill that vacancy shall be of the same class as the director
he or she succeeds, unless, by reason of any previous changes in the authorized
number of directors, the Board shall designate the vacant directorship as a
directorship of another class in order more nearly to achieve equality in the
number of directors among the classes. The terms of any director elected by the
Board to fill a vacancy will expire at the next shareholders meeting at which
directors are elected, despite the class such director has been elected to fill.
Notwithstanding the rule that the three classes shall be as nearly equal in
number of directors as possible, upon any change in the authorized number of
directors, each director then continuing to serve as such will nevertheless
continue as a director of the class of which he or she is a member, until the
expiration of his or her current term or his or her earlier death, resignation
or removal.
Newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, removal or other cause shall be filled by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
Section 3. Initial Directors as Classified.
The directors of the Corporation first elected to classes are eight (8) in
number and their names and class are:
Name Class
- ---- -----
James C. O'Shea III
John Ruedy, MD III
William A. Gouveia I
Grace Keeney Fey II
Eric T. Herfindal II
Richard Plestina II
David H. DeWeese I
Michael T. Sember III
Section 4. Removal of Directors
Directors may be removed only for cause. For purposes of this Amendment,
"cause" shall mean that the director has: (i) committed an act of fraud or
embezzlement against the Corporation; (ii) been convicted of, or plead nolo
contendre to a crime involving moral
<PAGE>
turpitude; (iii) failed to perform the director's duties as a director and such
failure constitutes a breach of the director's duty of loyalty to the
Corporation or provides an improper personal benefit to the director.
<PAGE>
A new Article XII is hereby added and reads as follows:
ARTICLE XII
SHAREHOLDER APPROVAL OF CERTAIN EVENTS
Notwithstanding any provision of Articles of Incorporation, as amended, or
Bylaws of the Corporation, and notwithstanding the fact that some lesser
percentage may be allowed by law, any amendment, change or repeal of Articles X
or XII, or any other amendment of the Articles of Incorporation, as amended,
which would have the effect of modifying or permitting circumvention of the
provisions of Articles X or XII, shall require the following shareholder votes:
(i) the affirmative votes of 75 percent of all outstanding shares of the
Corporation entitled to vote on the matter, voting together as a single class;
and (ii) if any shares of the Corporation are entitled to vote on the matter as
a separate group, the affirmative vote of 75 percent of such shares, voting
separately.
THIRD: The amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
FOURTH: The foregoing amendment was adopted by the Board of Directors of
the Corporation on July 16, 1998 and by the shareholders of the Corporation on
September 10, 1998 in accordance with the provisions of ORS 60.437.
FIFTH: The number of shares of the corporation outstanding on the record
date of the shareholders meeting was 28,449,558 shares of common stock, 692,694
shares of Series A Convertible Preferred Stock and 134,333 shares of Series B
Convertible Preferred Stock, of which only the common stock was entitled to vote
thereon.
SIXTH: The number of shares voting for and against such amendment (Article
X and Article XII were approved separately) were as follows:
<TABLE>
Article Class No. of Shares Voted For No. of Shares Voted Against
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<S> <C> <C> <C>
X Common 11,482,799 10,804,277
XII Common 984,275 1,667,206
</TABLE>
Bioject Medical Technologies Inc.
Date: September 11, 1998 By: /s/ James C. O'Shea
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James C. O'Shea
President
