As filed with the Securities and
Exchange Commission on May 31, 2000 Registration No. 333-
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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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
7620 S.W. Bridgeport Road
Portland, OR 97224
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Address of Principal Executive Offices
(503) 639-7221
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(Registrant's Telephone Number, Including Area Code)
Bioject Medical Technologies, Inc. 1992 Stock Incentive Plan
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(Full Title of the Plan)
James C. O'Shea
Chief Executive Officer
7620 S.W. Bridgeport Road
Portland, Oregon 97224
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(Name and Address of Agent For Service)
(503) 639-7221
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(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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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)
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<S> <C> <C> <C> <C>
Common Shares, 300,000 shares $8.6875 $2,606,250 $688.05
no par value
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</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.
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<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 Medical Technologies, Inc. 1992 Stock
Incentive Plan (the "Plan") covered by the Registrant's Registration Statement
on Form S-8 (No. 33-42156), 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 10, 1997 and on July 28, 1998, and by the Registrant's
Shareholders on September 10, 1998. Portions of Registration Statement No.
33-94400, 33-56454 and 33-42156 are incorporated herein by reference.
Item 8. Exhibits.
Exhibit Number Exhibit
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4.1* Bioject Medical Technologies, Inc. 1992 Stock Incentive
Plan, as amended
5.1 Opinion of Dorsey & Whitney LLP
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)
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* Incorporated by reference to Exhibit 4.3 of the Company's Form 10-Q for the
period ended December 31, 1997.
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 26th day of August, 1999.
BIOJECT MEDICAL TECHNOLOGIES INC.
By: /s/ James C. O'Shea
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James C. O'Shea
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James C.
O'Shea and Michael A. Temple, 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
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/s/ James C. O'Shea Chairman of the Board May 25, 2000
----------------------- Chief Executive Officer
James C. O'Shea and President (Principal
Executive, Accounting and
Financial Officer)
/s/ William A. Gouveia Director May 31, 2000
-----------------------
William A. Gouveia
/s/ John Ruedy, M.D. Director May 26, 2000
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John Ruedy, M.D.
Director
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Grace Keeney Fey
/s/ Eric T. Herfindal Director May 30, 2000
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Eric T. Herfindal
/s/ Richard J. Plestina Director May 27, 2000
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Richard J. Plestina
Director
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David H. de Weese
/s/ Edward Flynn Director May 31, 2000
-----------------------
Edward Flynn
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
------ ------- ----
4.1* Bioject Medical Technologies, Inc.
1992 Stock Option Plan
5.1 Opinion of Dorsey & Whitney LLP
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)
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* Incorporated by reference to Exhibit 4.3 of the Company's Form 10-Q for the
period ended December 31, 1997.
