-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AImiQ++dN6cGZmtabc0dQ40RX0u/UUXERAvzXElydDEjCjSZvA7+G6SQOgKCT/+N 4W9VPAW2M3SOZMXGCOfcjA== 0000810084-97-000011.txt : 19970127 0000810084-97-000011.hdr.sgml : 19970127 ACCESSION NUMBER: 0000810084-97-000011 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970124 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOJECT MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000810084 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 931099680 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-18933 FILM NUMBER: 97510370 BUSINESS ADDRESS: STREET 1: 7620 S W BRIDGEPORT RD CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036397221 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 POS AM 1 As filed with the Securities and Exchange Commission on January 24, 1997. Registration No. 333-18933 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ BIOJECT MEDICAL TECHNOLOGIES INC. (Exact Name of Registrant as Specified in Its Charter) 7620 SW Bridgeport Road Portland, Oregon 97224 (503) 639-7221 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Oregon 3845 93-1099680 - ---------------------------- -------------------------- --------------- (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) James C. O'Shea Chief Executive Officer Bioject Medical Technologies Inc. 7620 SW Bridgeport Road Portland, Oregon 97224 (503) 639-7221 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ Copies to: Christopher J. Barry, Esq. BOGLE & GATES P.L.L.C. Two Union Square, 601 Union Street Seattle, Washington 98101 206-682-5151 ____________________ Approximate date of commencement of proposed sale to the public: At such time or from time to time after the effective date of this Registration Statement as the respective Selling Shareholders shall determine. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /_________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ___________________ If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ____________________ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Shares Amount to be Offering Aggregate Offering Amount of to be Registered Registered(1) Price Per Share Price(2) Registration Fee(3) - ---------------- ------------- ------------------ ------------------ ------------------- COMMON STOCK 7,024,986 (2) $5,588,208 $1,649.00 ================ ============= ================== ================== =================== (1) Includes an indeterminate number of shares of Common Stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c). The proposed maximum aggregate offering price for the original 6,396,000 shares registered was $5,096,813 based on $0.796875, the average of the bid and asked prices of the Common Stock as reported on the Nasdaq National Market on December 23, 1996. The proposed maximum aggregate offering price for the additional 628,986 shares registered was $491,395 based on $0.78125, the average of the bid and asked prices of the Common Stock as reported on the Nasdaq National Market on January 10, 1997. (3) $1545 of the registration fee was paid at the time of the initial filing of the Registration Statement on December 27, 1996. The remaining $149 of the registration fee was paid at the time of filing of Amendment No. 1 to the Registration Statement on January 16, 1997.
____________________ Note: This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-19833) is filed solely to clarify the information provided in the "Calculation of Registration Fee" table. 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 the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on January 16, 1997. BIOJECT MEDICAL TECHNOLOGIES INC. BY: /s/ James C. O'Shea -------------------------------- James C. O'Shea Chairman, Chief Executive Officer and President POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints James C. O'Shea and Peggy J. Miller, or either of them, his/her attorneys-in-fact, with the power of substitution, for him/her 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 each of 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 dates indicated. Signature Title Date - --------- ----- ---- /s/ James C. O'Shea Chairman of the Board, Chief January 16, 1997 - ------------------- Executive Officer and President James C. O'Shea (Principal Executive Officer) /s/ Peggy J. Miller Vice President, Chief Financial January 16, 1997 - ------------------- Officer and Secretary/Treasurer Peggy J. Miller (Principal Accounting and Financial Officer) * Director January 16, 1997 - ---------------------- William A. Gouveia * Director January 16, 1997 - -------------------- John Ruedy, M.D. * Director January 16, 1997 - --------------------- Cecil E. Spearman * Director January 16, 1997 - --------------------- Grace Keeney Fey * Director January 16, 1997 - --------------------- Eric T. Herfindal *By: /s/ James C. O'Shea - ---------------------- James C. O'Shea, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----