-----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, Jkhd9pHSL84Q9u2B6HmCYjgbf7YjKzoxcHndrpymfNoG8D9YsZE+39owTirNqdRf /e9Re3d4hdkTuWQzx0S/4g== 0000912282-99-000037.txt : 19990421 0000912282-99-000037.hdr.sgml : 19990421 ACCESSION NUMBER: 0000912282-99-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980405 ITEM INFORMATION: FILED AS OF DATE: 19990420 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: 99597379 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 CURRENT REPORT 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 April 5, 1999 (Date of Report (Date of earliest event reported)) BIOJECT MEDICAL TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Oregon (State or other jurisdiction of incorporation) 0-15360 93-1099680 - ------------------------------------ ----------------------------------- (Commission File Number) (I.R.S. identification no.) 7620 SW Bridgeport Road Portland, Oregon 97224 - ------------------------------------ ----------------------------------- (Address of principal executive offices) (Zip code) (503) 639-7221 (Registrant's telephone number, including area code) ------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On April 5, 1999, Bioject Medical Technologies Inc. (the "Company"), completed a private placement of 391,830 shares of the Company's Series C Convertible Preferred Stock to Elan International Services, Ltd. ("Elan") for total proceeds of $2.4 million. The Series C Convertible Preferred Stock is convertible into 3,918,300 shares of the Company's common stock. The stock was purchased pursuant to the terms of a joint venture agreement entered into between the Company and Elan in October 1997 to develop the Company's Glucotrak(TM) blood glucose monitor. Elan purchased the preferred stock to facilitate a $3 million combined capital investment by the Company and Elan into Marathon Medical Technologies, Inc., the Company's 80.1% owned subsidiary that is developing the Glucotrak technology. In addition to the $2.4 million invested in the Company, Elan invested $597,000 directly into Marathon Medical Technologies, Inc. In connection with the issuance of the Series C Convertible Preferred Stock, the Board of Directors of the Company increased the number of the Series C Convertible Preferred Stock from 200,000 shares to 500,000 shares, shareholder approval not being required. The Articles of Amendment increasing the shares of Series C Convertible Preferred Stock and filed with the Secretary of State of Oregon on March 24, 1999, is attached hereto as Exhibit 3.1.3. The Articles of Amendment creating a classified Board of Directors, which was approved by the shareholders of the Company on September 10, 1998 at the Annual Meeting of Shareholders and filed with the Secretary of State of Oregon on October 15, 1998, is attached hereto as Exhibit 3.1.2. Item 7. Exhibits. (c) Exhibits. 3.1.2 Articles of Amendment of Bioject Medical Technologies Inc. dated September 11, 1999 and filed October 15, 1998. 3.1.3 Articles of Amendment to the Articles of Incorporation of Bioject Medical Technologies Inc. dated March 18, 1999 and filed March 24, 1999. SIGNATURE 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. Dated: April 19, 1999. BIOJECT MEDICAL TECHNOLOGIES INC. By /s/ Michael A. Temple ------------------------------------- Michael A. Temple Vice President, Chief Financial Officer, Secretary/Treasurer EXHIBIT INDEX Exhibit Number Exhibit Description - -------------- ------------------- 3.1.2 Articles of Amendment of Bioject Medical Technologies Inc. dated September 11, 1999 and filed October 15, 1998. 3.1.3 Articles of Amendment to the Articles of Incorporation of Bioject Medical Technologies Inc. dated March 18, 1999 and filed March 24, 1999. EX-3.1.1 2 ARTICLES OF AMENDMENT DATED 3/18/99 Exhibit 3.1.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BIOJECT MEDICAL TECHNOLOGIES INC. Pursuant to Sections 60.134 and 60.447 of the Oregon Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is Bioject Medical Technologies Inc. (the "Corporation"). SECOND: SECTION 2 of the designations of the relative rights and preferences of the Corporation's convertible preferred stock is hereby amended and restated in its entirety as follows: SECTION 2. Preferred Stock. (a) Series A Preferred Stock. 1,235,000 shares of the preferred stock, without par value, of the Corporation are hereby constituted as a series of preferred stock of the Corporation designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"). Such amount shall be adjusted by the Corporation in the event that any adjustments to the Series A Preferred Stock are required as set forth herein, including Section 7 hereof, and, in connection therewith, the Corporation shall promptly take all necessary or appropriate actions and make all necessary or appropriate filings in connection therewith. (b) Series B Preferred Stock. 200,000 shares of the preferred stock, without par value, of the Corporation are hereby constituted as a series of preferred stock of the Corporation designated as Series B Convertible Preferred Stock (the "Series B Preferred Stock"). Such amount shall be adjusted by the Corporation in the event that any adjustments to the Series B Preferred Stock are required as set forth herein, including Section 7 hereof, and, in connection therewith, the Corporation shall promptly take all necessary or appropriate action and make all necessary or appropriate filings in connection therewith. (c) Series C Preferred Stock. 500,000 shares of the preferred stock, without par value, of the Corporation are hereby constituted as a series of preferred stock of the Corporation designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"). Such amount shall be adjusted by the Corporation in the event that any adjustments to the Series C Preferred Stock are required as set forth herein, including Section 7 hereof, and, in connection therewith, the Corporation shall promptly take all necessary or appropriate action and make all necessary or appropriate filings in connection therewith. THIRD: The foregoing resolution was adopted by the Board of Directors of the Corporation on March 10, 1999 in accordance with the provisions of Section 60.434 of the Oregon Business Corporation Act, shareholder action not being required. IN WITNESS WHEREOF, Bioject Medical Technologies Inc. has caused these Articles of Amendment to be executed this 18th day of March, 1999. BIOJECT MEDICAL TECHNOLOGIES INC. By: /s/ Jim O'Shea ---------------------------------------- Jim O'Shea President and CEO EX-3.1.2 3 ARTICLES OF AMENDMENT DATED 9/11/98 Exhibit 3.1.2 ARTICLES OF AMENDMENT OF BIOJECT MEDICAL TECHNOLOGIES INC. Pursuant to ORS 60.431, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is Bioject Medical Technologies Inc. (the "Corporation"). SECOND: The Articles of Incorporation are hereby amended as follows: Article X is hereby deleted in its entirety and replaced with a new Article X to read as follows: ARTICLE X Directors Section 1. Number of Directors. The Board of Directors shall consist of not less than six nor more than eleven, the exact number to be set as provided herein. Until increased or decreased as provided herein, the Board of Directors shall consist of eight members. The Board of Directors is authorized to increase or decrease the size of the Board of Directors (within the range specified above) at any time by the affirmative vote of two-thirds of the directors then in office. Without the unanimous consent of the directors then in office, no more than two additional directors shall be added to the Board of Directors in any 12-month period. Without the unanimous approval of the directors then in office, no person who is affiliated as an owner, director, officer, employee or consultant of a company or business deemed by the Board of Directors to be competitive with that of the Corporation shall be eligible to serve of the Board of Directors of the Corporation. Section 2. Classified Board. The Board shall be divided into three classes: Class I Directors, Class II Directors and Class III Directors. Each such class of directors shall be nearly equal in number of directors as possible. Each director shall serve for a term ending at the third annual shareholders' meeting following the annual meeting at which such director was elected; provided, however, that the directors first elected as Class I Directors shall serve for a term ending at the annual meeting to be held in the year following the first election of directors by classes, the directors first elected as Class II Directors shall serve for a term ending at the annual meeting to be held in the second year following the first election of directors by classes and the directors first elected as Class III directors shall serve for a term ending at the annual meeting to be held in the third year following the first election of directors by classes. Notwithstanding the foregoing, each director shall serve until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board shall designate one or more directorships whose term then expire as directorships of another class in order more nearly to achieve equality in the number of directors among the classes. When the Board fills a vacancy resulting from the death, resignation or removal of a director, the director chosen to fill that vacancy shall be of the same class as the director he or she succeeds, unless, by reason of any previous changes in the authorized number of directors, the Board shall designate the vacant directorship as a directorship of another class in order more nearly to achieve equality in the number of directors among the classes. The terms of any director elected by the Board to fill a vacancy will expire at the next shareholders meeting at which directors are elected, despite the class such director has been elected to fill. Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as possible, upon any change in the authorized number of directors, each director then continuing to serve as such will nevertheless continue as a director of the class of which he or she is a member, until the expiration of his or her current term or his or her earlier death, resignation or removal. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Section 3. Initial Directors as Classified. The directors of the Corporation first elected to classes are eight (8) in number and their names and class are: Name Class - ---- ----- James C. O'Shea III John Ruedy, MD III William A. Gouveia I Grace Keeney Fey II Eric T. Herfindal II Richard Plestina II David H. DeWeese I Michael T. Sember III Section 4. Removal of Directors Directors may be removed only for cause. For purposes of this Amendment, "cause" shall mean that the director has: (i) committed an act of fraud or embezzlement against the Corporation; (ii) been convicted of, or plead nolo contendre to a crime involving moral turpitude; (iii) failed to perform the director's duties as a director and such failure constitutes a breach of the director's duty of loyalty to the Corporation or provides an improper personal benefit to the director. A new Article XII is hereby added and reads as follows: ARTICLE XII SHAREHOLDER APPROVAL OF CERTAIN EVENTS Notwithstanding any provision of Articles of Incorporation, as amended, or Bylaws of the Corporation, and notwithstanding the fact that some lesser percentage may be allowed by law, any amendment, change or repeal of Articles X or XII, or any other amendment of the Articles of Incorporation, as amended, which would have the effect of modifying or permitting circumvention of the provisions of Articles X or XII, shall require the following shareholder votes: (i) the affirmative votes of 75 percent of all outstanding shares of the Corporation entitled to vote on the matter, voting together as a single class; and (ii) if any shares of the Corporation are entitled to vote on the matter as a separate group, the affirmative vote of 75 percent of such shares, voting separately. THIRD: The amendment does not provide for an exchange, reclassification, or cancellation of issued shares. FOURTH: The foregoing amendment was adopted by the Board of Directors of the Corporation on July 16, 1998 and by the shareholders of the Corporation on September 10, 1998 in accordance with the provisions of ORS 60.437. FIFTH: The number of shares of the corporation outstanding on the record date of the shareholders meeting was 28,449,558 shares of common stock, 692,694 shares of Series A Convertible Preferred Stock and 134,333 shares of Series B Convertible Preferred Stock, of which only the common stock was entitled to vote thereon. SIXTH: The number of shares voting for and against such amendment (Article X and Article XII were approved separately) were as follows: Article Class No. of Shares Voted For No. of Shares Voted Against ------- ----- ----------------------- --------------------------- X Common 11,482,799 10,804,277 XII Common 984,275 1,667,206
Bioject Medical Technologies Inc. Date: September 11, 1998 By: /s/ James C. O'Shea ----------------------------- James C. O'Shea President -----END PRIVACY-ENHANCED MESSAGE-----