As filed with the Securities and
Exchange Commission on May 31, 2000 Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BIOJECT MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Oregon 93-1099680
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
7620 S.W. Bridgeport Road
Portland, OR 97224
--------------------------------------
Address of Principal Executive Offices
(503) 639-7221
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Bioject Inc. 401(k) Retirement Benefit Plan
------------------------------------------------------------
(Full Title of the Plan)
James C. O'Shea
Chief Executive Officer
7620 S.W. Bridgeport Road
Portland, Oregon 97224
---------------------------------------
(Name and Address of Agent For Service)
(503) 639-7221
------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Offering Amount of
Securities to be Registered be Registered(1) Share(2) Price Registration Fee(1)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 20,000 shares $8.6875 $173,750 $45.87
no par value
=================================================================================================================================
</TABLE>
(1) To be offered by the Company pursuant to the Plan described herein.
(2) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average of
the high and low prices for shares of the registrant's Common Stock on May
23, 2000 as quoted by the Nasdaq SmallCap Market, which was $8.6875 per
share.
================================================================================
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form S-8
is filed by Bioject Medical Technologies, Inc. (the "Registrant") to register
additional securities under the Bioject Inc. 401(k) Retirement Benefit Plan (the
"Plan") covered by the Registrant's Registration Statement on Form S-8 (No.
333-37017), as amended. The additional securities are to be issued pursuant to
an amendment to the Plan approved by the Registrant's Board of Directors on
September 9, 1998. Portions of Registration Statement No. 333-37017 are
incorporated herein by reference.
Item 8. Exhibits.
Exhibit Number Exhibit
-------------- -------
4.1* Bioject, Inc. 401(k) Retirement Benefit Plan
5.1 Opinion of Dorsey & Whitney LLP
5.2 Determination letter from the IRS with respect to
qualification of the Bioject, Inc. 401(k) Retirement
Benefit Plan under Section 401 of the Internal Revenue
Code of 1986, as amended
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (See page II-6 of this Registration
Statement)
----------------------
* Incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (No. 333-37017)
2
<PAGE>
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 of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, Oregon, on this 4th day of January, 2000.
BIOJECT MEDICAL TECHNOLOGIES INC.
By: /s/ James C. O'Shea
----------------------------------------
James C. O'Shea
Chairman of the Board, Chief Executive
Officer and President
3
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James C.
O'Shea and Chris Farrell, or either of them, his attorney-in-fact, with the
power of substitution, for them 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 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ James C. O'Shea Chairman of the Board January 4, 2000
----------------------- Chief Executive Officer
James C. O'Shea and President (Principal
Executive, Accounting and
Financial Officer)
/s/ William A. Gouveia Director January 7, 2000
-----------------------
William A. Gouveia
/s/ John Ruedy, M.D. Director January 13, 2000
-----------------------
John Ruedy, M.D.
/s/ Grace Keeney Fey Director January 6, 2000
-----------------------
Grace Keeney Fey
/s/ Eric T. Herfindal Director January 6, 2000
-----------------------
Eric T. Herfindal
/s/ Richard J. Plestina Director January 11, 2000
-----------------------
Richard J. Plestina
/s/ David H. de Weese Director January 7, 2000
-----------------------
David H. de Weese
/s/ Edward Flynn Director January 7, 2000
-----------------------
Edward Flynn
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, Oregon, on this 31st day of
May, 2000.
BIOJECT, INC.
By: /s/ Christine Farrell
-----------------------------------
Christine Farrell
Secretary
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
------ ------- ----
4.1* Bioject, Inc. 401(k) Retirement Benefit Plan
5.1 Opinion of Dorsey & Whitney LLP
5.2 Determination letter from the IRS with respect to
qualification of the Bioject, Inc. 401(k) Retirement
Benefit Plan under Section 401 of the Internal Revenue
Code of 1986, as amended
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (See page II-6 of this Registration
Statement)
--------------------
* Incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (No. 333-37017)
