-----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, GlyykNixyKAH656OjaM6Cg47SiGbSIYkk7joPhlbtfJ/Xw3Zlis1TusWC3QQuUmM N9pH7Nr8TQXgieA/BOQ+ow== 0000810084-98-000012.txt : 19980123 0000810084-98-000012.hdr.sgml : 19980123 ACCESSION NUMBER: 0000810084-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980115 ITEM INFORMATION: FILED AS OF DATE: 19980122 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: 8-K SEC ACT: SEC FILE NUMBER: 000-15360 FILM NUMBER: 98510605 BUSINESS ADDRESS: STREET 1: 7620 S W BRIDGEPORT RD CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036397221 MAIL ADDRESS: STREET 1: 7620 S W BRIDGEPORT ROAD CITY: PORTLAND STATE: OR ZIP: 97224 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 8-K 1 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 Date of Report (Date of earliest event reported) January 15, 1998 ----------------- BIOJECT MEDICAL TECHNOLOGIES INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oregon ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-15360 93-1099680 ------------------------ ------------------------------ (Commission File Number) (IRS Employer Identification No.) 7620 SW Bridgeport Road Portland, Oregon 97224 - --------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (503) 639-7221 -------------- N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) The following exhibits are filed as part of this document: Item 7. Exhibits 10.40.1 Amendment to License Agreement between Elan Corporation, plc and Bioject JV Subsidiary Inc. dated October 15, 1997 incorporated by reference to the same exhibit number of the Company's Form 8-K filed on November 3, 1997. 10.41.1 Amendment to Securities Purchase Agreement between Elan International Services, Ltd. and Bioject Medical Technologies Inc. dated October 15, 1997 incorporated by reference to the same exhibit number of the Company's Form 8-K filed on November 3, 1997. 10.45.1 Amendment to Newco Subscription and Stockholders Agreement between Elan International Services, Ltd., Bioject Medical Technologies Inc. and Bioject JV Subsidiary Inc. dated October 15, 1997 incorporated by reference to the same exhibit number of the Company's Form 8-K filed on November 3, 1997. SIGNATURES 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. BIOJECT MEDICAL TECHNOLOGIES INC. Date: January 22, 1998 By /s/ Peggy J. Miller ---------------------------------- Peggy J. Miller Vice President, Chief Financial Officer, Secretary/Treasurer Exhibit 10.40.1 AMENDMENT TO LICENSE AGREEMENT This Agreement (this "Agreement") is made as of January 15, 1998 by BIOJECT JV SUBSIDIARY INC., an Oregon corporation ("JV Sub"), and ELAN CORPORATION, plc, an Irish company ("Elan"), and amends that certain License Agreement dated October 15, 1997 between JV Sub and Elan (the "License Agreement"). RECITALS A. JV Sub, Elan, Bioject Medical Technologies Inc., JV Sub's parent corporation ("Bioject"), and Elan International Services, Ltd, a subsidiary of Elan ("EIS"), entered into the License Agreement and related documents for the creation and funding of a joint venture to develop, manufacture and market products relating to Elan's glucose monitoring technology. B. The License Agreement and related documents anticipate that Bioject will seek shareholder approval on or before February 1, 1998 to allow Bioject to exchange a promissory note in favor of EIS for Bioject's Series A and B Convertible Preferred Stock and to allow the issuance of one or more additional series of convertible preferred stock to provide additional funding for JV Sub. Due to certain unanticipated events, Bioject may be unable to hold a Special Meeting of Shareholders on or before February 1, 1998. C. Elan and JV Sub wish to amend the terms of the License Agreement to modify the shareholder approval deadline and certain other terms related to the deadline of February 1, 1998. AGREEMENT NOW, THEREFORE, JV Sub and Elan hereby agree as follows: 1. The phrase "February 1, 1998" contained in Section 9.1 ("Grant of Rights to Elan") of the License Agreement shall be amended to read "March 15, 1998". 2. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, JV Sub and Elan have executed this Agreement as of the date set forth above. BIOJECT JV SUBSIDIARY INC. /s/ James C. O'Shea --------------------------- Name: James C. O'Shea Title: President ELAN CORPORATION, plc /s/ Liam Daniel --------------------------- Name: Liam Daniel Title: Group Vice President, Finance Exhibit 10.41.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Agreement (this "Agreement") is made as of January 15, 1998 by BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation ("Bioject"), and ELAN INTERNATIONAL SERVICES, LTD., a Bermuda corporation ("EIS"), and amends that certain Securities Purchase Agreement dated October 15, 1997 between Bioject and EIS (the "Securities Purchase Agreement"). RECITALS A. Bioject, EIS, Elan Corporation, plc, EIS's parent corporation ("Elan"), and Bioject JV Subsidiary Inc., a majority owned subsidiary of Bioject ("JV Sub"), entered into the Securities Purchase Agreement and related documents for the creation and funding of a joint venture to develop, manufacture and market products relating to Elan's glucose monitoring technology. B. The Securities Purchase Agreement and related documents anticipate that Bioject will seek shareholder approval on or before February 1, 1998 to allow Bioject to exchange a promissory note in favor of EIS for Bioject's Series A and B Convertible Preferred Stock and to allow the issuance of one or more additional series of convertible preferred stock to provide additional funding for JV Sub. Due to certain unanticipated events, Bioject may be unable to hold a Special Meeting of Shareholders on or before February 1, 1998. C. Bioject and EIS wish to amend the terms of the Securities Purchase Agreement to modify the shareholder approval deadline and certain other terms related to the deadline of February 1, 1998. AGREEMENT NOW, THEREFORE, Bioject and EIS hereby agree as follows: 1. The phrase "February 1, 1998" contained in Sections 1(d) ("Additional Closings") and 4(e) ("Stockholder Approval") of the Securities Purchase Agreement shall be amended to read "March 15, 1998". 2. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. IN WITNESS WHEREOF, Bioject and EIS have executed this Agreement as of the date set forth above. BIOJECT MEDICAL TECHNOLOGIES INC. /s/ James C. O'Shea --------------------------------- Name: James C. O'Shea Title: Chairman and CEO ELAN INTERNATIONAL SERVICES, LTD. /s/ Kevin Insley --------------------------------- Name: Kevin Insley Title: President Exhibit 10.45.1 AMENDMENT TO NEWCO SUBSCRIPTION AND STOCKHOLDERS AGREEMENT This Agreement (this "Agreement") is made as of January 15, 1998 by BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation ("Bioject"), BIOJECT JV SUBSIDIARY INC., an Oregon corporation ("Newco"), and ELAN INTERNATIONAL SERVICES, LTD., a Bermuda corporation ("EIS"), and amends that certain Newco Subscription and Stockholders Agreement dated October 15, 1997 between Bioject, Newco and EIS (the "Newco Agreement"). RECITALS A Bioject, EIS, Elan Corporation, plc, EIS's parent corporation ("Elan"), and Newco entered into the Newco Agreement and related documents for the creation and funding of a joint venture to develop, manufacture and market products relating to Elan's glucose monitoring technology. B. The Newco Agreement and related documents anticipate that Bioject will seek shareholder approval on or before February 1, 1998 to allow Bioject to exchange a promissory note in favor of EIS for Bioject's Series A and B Convertible Preferred Stock and to allow the issuance of one or more additional series of convertible preferred stock to provide additional funding for Newco. Due to certain unanticipated events, Bioject may be unable to hold a Special Meeting of Shareholders on or before February 1, 1998. C. Bioject, Newco and EIS wish to amend the terms of the Newco Agreement to modify the shareholder approval deadline and certain other terms related to the deadline of February 1, 1998. AGREEMENT NOW, THEREFORE, Bioject, Newco and EIS hereby agree as follows: 1. The phrase "February 1, 1998" contained in Sections 1.4(a) and (b) ("Additional Funding") of the Newco Agreement shall be amended to read "March 15, 1998". 2. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. IN WITNESS WHEREOF, Bioject, Newco and EIS have executed this Agreement as of the date set forth above. BIOJECT MEDICAL TECHNOLOGIES INC. /s/ James C. O'Shea --------------------------------- Name: James C. O'Shea Title: Chairman and CEO BIOJECT JV SUBSIDIARY INC. /s/ James C. O'Shea --------------------------------- Name: James C. O'Shea Title: President ELAN INTERNATIONAL SERVICES, LTD. /s/ Kevin Insley --------------------------------- Name: Kevin Insley Title: President -----END PRIVACY-ENHANCED MESSAGE-----