FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BIOJECT MEDICAL TECHNOLOGIES INC [ BJCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/1998 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/13/2001 | X | 252,666 | A | $7.5 | 798,121 | I(1) | I(1) | ||
Common Stock | 12/17/2001 | S | 798,121 | D | $11.5 | 0 | I(1) | I(1) | ||
Common Stock | 02/04/2004 | C | 1,905,476 | A | $0(2) | 1,905,476 | I(1) | I(1) | ||
Common Stock | 02/04/2004 | C | 783,660 | A | $0(2) | 2,689,136 | I(1) | I(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | $0(8) | 03/02/1998 | J(3) | 692,694 | 03/02/1998 | (9) | Common Stock | 1,385,388 | $0(3) | 692,694 | I(1) | I(1) | |||
Series B Convertible Preferred Stock | $0(8) | 03/02/1998 | J(3) | 134,333 | 03/02/1998 | (9) | Common Stock | 268,666 | $0(3) | 134,333 | I(4) | I(4) | |||
Series C Convertible Preferred Stock | $0(8) | 04/05/1999 | P | 391,830 | 04/05/1999 | (9) | Common Stock | 783,660 | $6.13 | 391,830 | I(1) | I(1) | |||
Series B Convertible Preferred Stock | $0(8) | 06/30/1999 | J(5) | 134,333 | 03/02/1998 | (9) | Common Stock | 268,666 | $0(9) | 0 | I(1) | I(1) | |||
Warrant | $7.5 | 06/30/1999 | J(5) | 758,000 | 06/30/1999 | 06/30/2006 | Common Stock | 758,000 | $0(5) | 758,000 | I(1) | I(1) | |||
Warrant | $7.5 | 12/13/2001 | X | 252,666 | 06/30/1999 | 06/30/2006 | Common Stock | 252,666 | $0(9) | 505,334 | I(1) | I(1) | |||
Series A Convertible Preferred Stock | $0(8) | 12/13/2001 | J(6) | 260,044 | 12/13/2001 | (9) | Common Stock | 520,088 | $0(6) | 952,738 | I(1) | I(1) | |||
Warrant | $12.5 | 12/13/2001 | J(7) | 1 | 10/15/1997 | 10/15/2002 | Common Stock | 350,000 | $0(9) | 0 | I(1) | I(1) | |||
Series A Convertible Preferred Stock | $0(8) | 02/04/2004 | C | 952,738 | 03/02/1998 | (9) | Common Stock | 1,905,476 | $0(9) | 0 | I(1) | I(1) | |||
Series C Convertible Preferred Stock | $0(8) | 02/04/2004 | C | 391,830 | 04/05/1999 | (9) | Common Stock | 783,660 | $0(9) | 0 | I(1) | I(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are or were beneficially owned indirectly by Elan Corporation, plc ("Elan") and by its direct wholly-owned subsidiary, Elan International Services, Ltd. ("EIS"), and directly by Elan Pharmaceutical Investments, Ltd., a wholly-owned subsidiary of Elan and EIS. |
2. These shares were acquired upon conversion of Series A Convertible Preferred Stock and Series C Convertible Preferred Stock at a conversion ratio of two shares of common stock for each share of preferred stock. |
3. The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock were acquired in exchange for a promissory note and accrued interest issued to EIS in the original principal amount of $12,015,000. |
4. These securities were beneficially owned indirectly by Elan and directly by its wholly-owned subsidiary, EIS. |
5. The shares of Series B Convertible Preferred Stock were exchanged for a Warrant to purchase 758,000 shares of Common Stock. |
6. Elan received 260,044 shares of Series A Convertible Preferred Stock in payment of all dividends accrued on the Series A Convertible Preferred Stock from the date of first issuance through and including October 15, 2001. Elan agreed to eliminate, on a prospective basis from October 2001, the 9% dividend due Elan from its holdings in the Issuer's Series A Convertible Preferred Stock. |
7. The Warrant that was issued to EIS on September 30, 1997 was terminated on December 13, 2001 by agreement of the Issuer and EIS. |
8. Each share of preferred stock was convertible into two shares of common stock. |
9. Not applicable. |
Remarks: |
* All share and per share amounts in this Form 4 have been retroactively adjusted for a 1:5 reverse stock split that was effective October 13, 1999. Exhibit 99 - Joint Filer Information |
/s/ William F. Daniel, Executive Vice President and Secretary, Elan Corporation, plc | 02/10/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |