10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2000
	OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___ to ___

Commission file number 0-15360

BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Oregon	93-1099680
(State or other jurisdiction of incorporation	(I.R.S. Employer
or organization)	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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  X     No     

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock without par value	7,889,452
(Class)	(Outstanding at February 12, 2001)

BIOJECT MEDICAL TECHNOLOGIES INC.
FORM 10-Q
INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Financial Statements
	Consolidated Balance Sheets – December 31, 2000 and March 31, 2000	2
	Consolidated Statements of Operations -Three and Nine Months Ended December 31, 2000 and 1999	3
	Consolidated Statements of Cash Flows - Nine Months Ended December 31, 2000 and 1999	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 6.	Exhibits and Reports on Form 8-K	9
Signatures		10

1

PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
		December 31,			March 31,
		2000			2000
ASSETS
Current assets:
Cash and cash equivalents	$	3,109,652		$	6,883,524
Marketable securities		9,558,134			-
Accounts receivable, net of allowance for doubtful
accounts $68,957 of and $19,624		329,606			126,634
Inventories		825,467			833,416
Other current assets		168,039			64,806
Total current assets		13,990,898			7,908,380
Long-term marketable securities		2,806,722			-
Noncurrent receivables		13,074			-
Property and equipment, at cost:
Machinery and equipment		2,364,821			2,320,197
Production molds		2,113,834			2,060,977
Furniture and fixtures		179,312			175,210
Leasehold improvements		95,604			94,115
Assets-in-process		38,588			-
		4,792,159			4,650,499
Less - accumulated depreciation		(3,723,261	)		(3,307,367	)
		1,068,898			1,343,132
Other assets		578,648			562,795
Total assets	$	18,458,240		$	9,814,307
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	488,845		$	194,605
Accrued payroll		177,236			309,160
Other accrued liabilities		335,020			377,166
Deferred revenue		67,140			96,727
Total current liabilities		1,068,241			977,658
Long Term Liabilites
Long Term Lease Payable		18,676			-
Deferred revenue		386,135			-
Shareholders' equity:
Preferred stock, no par value, 10,000,000 shares
authorized; issued and outstanding:
Series A Convertible - 692,694 shares, $15 stated
value		13,164,246			12,305,533
Series C Convertible - 391,830 shares, no stated
value		2,400,000			2,400,000
Common stock, no par, 100,000,000 shares authorized;
issued and outstanding 7,889,452 and 6,305,671
shares at December 31, 2000 and March 31, 2000		66,512,022			55,188,623
Accumulated deficit		(65,091,080	)		(61,057,507	)
Total shareholders' equity		16,985,188			8,836,649
Total liabilities and shareholders' equity	$	18,458,240		$	9,814,307
The accompanying notes are an integral part of these consolidated financial statements.

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BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS 

		Three Months Ended December 31,						Nine Months Ended December 31,
		2000			1999			2000			1999
Revenue:
Net sales of products	$	261,098		$	120,033		$	898,417		$	563,417
Licensing and technology fees		210,562			150,000			587,552			500,000
		471,660			270,033			1,485,969			1,063,417
Operating expenses:
Manufacturing		546,643			428,199			1,703,371			1,337,999
Research and development		643,029			287,999			1,422,547			856,240
Selling, general and administrative		724,032			604,362			2,168,182			1,895,219
Total operating expenses		1,913,704			1,320,560			5,294,100			4,089,458
Operating loss		(1,442,044	)		(1,050,527	)		(3,808,131	)		(3,026,041	)
Interest income		230,174			55,154			638,218			122,971
Other loss		-			-			(4,947	)		-
		230,174			55,154			633,271			122,971
Loss before income taxes		(1,211,870	)		(995,373	)		(3,174,860	)		(2,903,070	)
Provision for income taxes		-			-			-			-
Loss from continuing operations before
preferred stock dividend		(1,211,870	)		(995,373	)		(3,174,860	)		(2,903,070	)
Preferred stock dividend		(295,777	)		(274,404	)		(858,713	)		(913,745	)
Loss from continuing operations allocable to
common shareholders		(1,507,647	)		(1,269,777	)		(4,033,573	)		(3,816,815	)
Loss from discontinued operations allocable to
common shareholders		-			-			-			(449,786	)
Gain on sale of discontinued operations		-			-			-			2,852,666
Gain from discontinued operations
allocable to common shareholders		-			-			-			2,402,880
Net loss allocable to common shareholders	$	(1,507,647	)	$	(1,269,777	)	$	(4,033,573	)	$	(1,413,935	)
Basic and diluted loss per common share from
continuing operations	$	(0.19	)	$	(0.22	)	$	(0.56	)	$	(0.66	)
Basic and diluted loss per common share from
discontinued operations	$	-		$	-		$	-		$	(0.08	)
Basic and diluted income per common share
from sale of discontinued operations	$	-		$	-		$	-		$	0.49
Basic and diluted net loss per common share	$	(0.19	)	$	(0.22	)	$	(0.56	)	$	(0.24	)
Shares used in per share calculations		7,867,246			5,805,515			7,217,201			5,803,341

The accompanying notes are an integral part of these consolidated financial statements. 

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BIOJECT MEDICAL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS     

		Nine Months Ended December 31,
		2000			1999
Cash flows from operating activities:
Net loss allocable to common shareholders	$	(4,033,573	)	$	(1,413,935	)
Adjustments to reconcile net loss to net cash
used in operating activities from continuing
operations:
Net loss from discontinued operations		-			449,786
Gain on sale of discontinued operations		-			(2,852,666	)
Compensation expense related to stock options		16,020			-
Contributed capital for services		148,059			31,677
Loss on sale of assets		4,947			-
Depreciation and amortization		476,348			547,243
Preferred stock dividends		858,713			913,745
Changes in operating assets and liabilities:
Accounts receivable		(194,320	)		139,560
Inventories		7,949			358,747
Other current assets		(103,233	)		1,709
Accounts payable		279,641			3,290
Accrued payroll		(131,924	)		10,017
Other accrued liabilities		(42,146	)		(5,534	)
Deferred revenue		356,548			100,000
Net cash used in operating activities of
continuing operations		(2,356,971	)		(1,716,361	)
Net cash provided operating activities of
discontinued operations		-			1,524,752
		(2,356,971	)		(191,609	)
Cash flows from investing activities:
Purchase of marketable securities		(14,453,184	)		-
Sale of Marketable Securities		2,088,328			-
Purchase of Marathon Stock		-			(331,456	)
Capital expenditures of continuing operations		(166,823	)		(79,924	)
Proceeds from sale of capital equipment		6,024			-
Other assets and noncurrent receivables		(50,566	)		(34,862	)
Net cash used in investing activities		(12,576,221	)		(446,242	)
Cash flows from financing activities:
Cash proceeds from the sale of Series C Preferred
stock		-			2,400,000
Cash proceeds from the sale common stock		11,159,320			109,562
Net cash provided by financing activities		11,159,320			2,509,562
Increase (decrease) in cash and cash equivalents		(3,773,872	)		1,871,711
Cash and cash equivalents:
Beginning of period		6,883,524			1,274,311
End of period	$	3,109,652		$	3,146,022

The accompanying notes are an integral part of these consolidated financial statements.

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     BIOJECT MEDICAL TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Basis of Presentation

The financial information included herein for the three and nine-month periods ended December 31, 2000 and 1999 is unaudited; however, such information reflects all adjustments consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of March 31, 2000 is derived from Bioject Medical Technologies Inc.’s (“Bioject’s”) 2000 Annual Report on Forms 10-K and 10-K/A. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Bioject’s 2000 Annual Report on 10-K/A. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Note 2. Inventories

Inventories are stated at the lower of cost or market. Cost is determined in a manner, which approximates the first-in, first out (FIFO) method. Costs utilized for inventory valuation purposes include labor, materials and manufacturing overhead. Net inventories consist of the following:

	December 31, 2000		March 31, 2000
Raw materials and components	$	381,472	$	253,120
Work-in-process		14,946		3,764
Finished goods		429,049		576,532
	$	825,467	$	833,416

Note 3. Net Loss Per Share

The following common stock equivalents are excluded from diluted loss per share calculations, as their effect would have been antidilutive:

	Three and Nine Months Ended
	December 31,
	2000	1999
Stock options and warrants	2,484,636	2,581,305
Convertible preferred stock	2,561,572	2,377,053
Total	5,046,208	4,958,358

Note 4. Private Placement

In July and August 2000, the Company issued a total of 1.43 million shares of its common stock at an average price of $7.76 per share for total proceeds to the Company of $10.3 million, net of offering costs. The common stock was issued to a group of private equity investors led by Lone Pine Capital. In connection with this issuance, the Company issued two warrants exercisable for a total of 143,323 shares of its common stock at an average exercise price of $7.85 per share. The warrants are immediately exercisable and expire in July 2005.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
	OPERATIONS

Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning prospects for future strategic corporate relationships, prospects for sales of the company's products into new, high leverage markets and generally heightened prospects for the adoption and use of needle-free technology. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward looking statements. Such risks, uncertainties and other factors include, without limitation, the risk that research and development efforts of the Company or others will not produce desired results, the risk that the Company will not have sufficient cash to sustain itself to the time, if ever, that it is profitable, the risk that cool.click™ sales will not increase as rapidly as anticipated, the Company's possible need for additional financing and uncertainties related to the time required to complete research and development, obtaining necessary clinical data and government clearances, successfully attracting additional strategic corporate partners and successfully executing revenue-generating agreements with additional strategic partners. Readers of this 10-Q are referred to the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Forms 10-K and 10-K/A for the year ended March 31, 2000 for further discussions of factors that could affect future results. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. The Company assumes no obligation to update forward-looking statements if conditions or management's estimates or opinions should change.

Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. The Company assumes no obligation to update forward-looking statements if conditions or management's estimates or opinions should change, even if new information becomes available or other events occur in the future.

Overview

In fiscal 2001, the Company is focusing sales and marketing efforts on entering into licensing and supply arrangements with leading pharmaceutical and biotechnology companies for whose products the Biojector technology provides either increased medical effectiveness or a higher degree of market acceptance. The Company is targeting its direct sales efforts toward: i) sales to existing markets, specifically flu immunization providers, public health agencies and public school systems; ii) sales in states such as California, where the Company believes that needle-syringe safety legislation makes the Company's products more price competitive; and iii) sales to the U.S. military. Sales through distributors will target the home self-injection market.

In fiscal 2001, the Company's clinical research efforts are aimed primarily at clinical research collaborations in the area of DNA-based vaccines and medications. Product development efforts focus primarily in three areas: i) developing self-injectors targeted for the home use market, through continuing development of the Iject; ii) developing pre-filled syringes for use with the B-2000 and with other needle-free injectors presently being developed; and iii) furthering development of the intradermal adapter for the B-2000.

Revenues and results of operations have fluctuated and can be expected to continue to fluctuate significantly from quarter to quarter and from year to year. Various factors may affect quarterly and yearly operating results including: i) length of time to close product sales; ii) customer budget cycles; iii) implementing cost reduction measures; iv) uncertainties and changes in product sales due to third

6

party payer policies and proposals relating to healthcare cost containment; v) timing and amount of payments under licensing and technology development agreements; and vi) timing of new product introductions by the Company and its competition. The Company does not expect to report net income from operations in fiscal 2001.

Results of Operations

Product sales increased to $261,000 and $898,000 for the three and nine month periods ended December 31, 2000, respectively, compared to $120,000 and $563,000, respectively, for the same periods in fiscal 2000. The increase in the three month period is primarily due to increases in unit sales volumes for B-2000 and cool.click™ devices and syringes. The increase in sales volume for the nine month period is primarily due to a shipment of B-2000 product to a public health account in the first quarter of fiscal 2001 and the commercialization of the cool.click™ in the second quarter. License and technology revenues increased to $211,000 and $588,000 for the three and nine month periods ended December 31, 2000, respectively, compared to $150,000 and $500,000, respectively, for the same periods during 1999. These increases are primarily due to the timing of various licensing fees received from existing strategic corporate partnership agreements.

During the third quarter of fiscal 2001, the Company amended its agreement with Serono to provide Serono with exclusive worldwide distribution rights for its recombinant human growth hormone using a customized version of Bioject's Vitajet™ 3 needle-free delivery system. In addition, Serono was given exclusive worldwide rights for AIDS wasting applications. In exchange for the exclusive worldwide licenses, the Company received licensing and technology fees, which are recognizable over the life of the agreement.

Manufacturing expense increased to $547,000 and $1.7 million for the three and nine month periods ended December 31, 2000, respectively, compared to $428,000 and $1.3 million, respectively, for the comparable periods of 1999. The increases are primarily due to increased sales volume of B-2000 and cool.click™ devices and syringes, and production costs related to the commercialization of the cool.click™.

Research and development expense increased to $643,000 and $1.4 million for the three and nine month periods ended December 31, 2000, respectively, compared to $288,000 and $856,000, respectively, for the comparable periods of 1999. The increases are primarily due to increased activity associated with the development of the Iject disposable and multi-use injectors and costs associated with the establishment of a medical advisory board.

Selling, general and administrative expenses increased to $724,000 and $2.2 million for the three and nine month periods ended December 31, 2000, respectively, compared to $604,000 and $1.9 million, respectively, for the comparable periods of 1999. Increased payroll and related expenses and travel accounted for the increases in selling and general and administrative expenses.

Interest income increased to $230,000 and $638,000 for the three and nine month periods ended December 31, 2000, respectively, compared to $55,000 and $123,000, respectively, for the comparable periods of 1999, due to increased cash balances resulting from net proceeds of $10.3 million from the private placement of 1.43 million shares of our common stock in July and August 2000.

Loss from discontinued operations of $450,000 in the nine months ended December 31, 1999 relates to the operating loss from the Company's former operations to develop and commercialize blood glucose monitoring technology, the license to which was sold in June 1999.

7

Gain on sale of discontinued operations of $2.9 million in the nine months ended December 31, 1999 is the gain recognized from the sale of the Company's blood glucose monitoring technology, and certain fixed assets related to developing the technology, to a third party. The sale was completed on June 30, 1999.

Liquidity and Capital Resources

Since its inception in 1985, the Company has financed its operations, working capital needs and capital expenditures primarily from private placements of securities, exercises of stock options and warrants, proceeds received from its initial public offering in 1986, proceeds received from a public offering of common stock in November 1993, licensing and technology revenues and revenues from sales of products. Net proceeds received from issuance of securities from inception through December 31, 2000 total approximately $78.2 million.

Cash and cash equivalents and marketable securities increased to $15.5 million at December 31, 2000 from $6.9 million at March 31, 2000. The increase resulted from net proceeds of approximately $10.3 million from the private placement of 1.43 million shares of our common stock during July and August 2000 and $861,000 from the exercise of common stock options and warrants, offset by operating cash requirements of $2.4 million and capital asset purchases of $167,000.

Accounts receivable increased to $330,000 at December 31, 2000 from $127,000 at March 31, 2000. Included in the balance at December 31, 2000 is $162,000 due from two customers, $75,000 of which was received from one customer in February 2001.

Non-current receivables relate to the sale of used machinery and equipment for approximately $30,000. Approximately $8,650 is related to the current portion, which is included in the accounts receivable balance.

Accounts payable increased to $489,000 at December 31, 2000 from $195,000 at March 31, 2000. The increase is the result of increased production volume and research and development activities.

Deferred revenue relates to licensing fees due from Serono pursuant to their agreement.

Long term leases payable relate to the purchase of new machinery and equipment for approximately $31,000. Approximately $9,911 is related to the current portion, which is included in the accounts payable balance.

In December 2000, the Company authorized a one-time grant of restricted stock to all current non-employee directors. Each of the seven directors received 3,500 shares of common stock, which vests 50% on December 7, 2001 and 50% on December 7, 2002. The Company recorded deferred compensation of $145,000 related to the restricted stock grants, which is being charged against income over the next 24 months.

8

New Accounting Pronouncements

In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities-an amendment of FASB Statement No. 133” (“ SFAS 138”). In June 1999, the FASB issued Statement of Financial Accounting Standards ments and Hedging Activities” (“SFAS 137”). SFAS 137 is an amendment to Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS 137 and 138 establish accounting and reporting standards for all derivative instruments. SFAS 137 and 138 are effective for fiscal years beginning after June 15, 2000. The Company does not have any derivative instruments nor does it participate in hedging activities and therefore, does not expect the adoption of SFAS 137 and 138 to have a material impact on its financial position or results of operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (“SAB 101”). SAB 101 summarized certain areas of the Staff’s views in applying generally accepted accounting principles to revenue recognition in financial statements. In June 2000, SAB 101B was issued which deferred the implementation date of SAB 101 until October 1, 2000. The Company does not expect that SAB 101 will have a significant impact on its financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

PART II

ITEM 1. LEGAL PROCEEDINGS

In April 1998, the Company was named as co-defendant in a product liability suit alleging injury and unspecified damages in excess of $50,000 to the plaintiff in connection with an injection administered using the B-2000. The case, Donovan vs. Bioject Inc. et al, case number 19-C0-99-8265, was brought before the Dakota County District Court in Hastings, MN. In May 2000, the suit was dismissed by the trial court. The plaintiff has appealed the trial court’s decision. The Company intends to defend this matter vigorously but cannot be certain of the outcome.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The exhibits filed as a part of this report are listed below and this list is intended to constitute the exhibit index.

Exhibit Number and Description

     3 Second Amended and Restated Bylaws of Bioject Medical Technologies, Inc.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter ended December 31, 2000.

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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 thereunto duly authorized.

Date: February 12, 2001	BIOJECT MEDICAL TECHNOLOGIES INC.
	(Registrant)
	/s/ JAMES O’SHEA
	James O'Shea
	Chairman, Chief Executive Officer
	And President
	(Principal Executive, Financial and Accounting Officer)
	/s/ CHRISTINE M. FARRELL
	Christine M. Farrell
	Controller & Secretary

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EX-3

EXHIBIT 3

SECOND AMENDED AND RESTATED BYLAWS
OF
BIOJECT MEDICAL TECHNOLOGIES, INC.

ARTICLE 1

SHAREHOLDERS MEETINGS AND VOTING

      1.1 Annual Meeting. The annual meeting of the shareholders shall be held on the [second Thursday] in [August] of each year at [9 a.m.], unless a different date or time is fixed by the Board of Directors and stated in the notice of the meeting. Failure to hold an annual meeting on the stated date shall not affect the validity of any corporate action.

      1.2 Special Meetings. Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors and shall be called by the President upon the written demand of the holders of not less than one-tenth of all the votes entitled to be cast on any issue proposed to be considered at the meeting. The demand shall describe the purposes for which the meeting is to be held and shall be signed, dated and delivered to the Secretary.

      1.3 Place of Meetings. Meetings of the shareholders shall be held at any place in or out of Oregon designated by the Board of Directors. If a meeting place is not designated by the Board of Directors, the meeting shall be held at the Corporation's principal office.

     1.4 Notice of Meetings. Written or printed notice stating the date, time and place of the shareholders meeting and, in the case of a special meeting or a meeting for which special notice is required by law, the purposes for which the meeting is called, shall be delivered by the Corporation to each shareholder entitled to vote at the meeting and, if required by law, to any other shareholders entitled to receive notice, not earlier than 60 days nor less than 10 days before the meeting date. If mailed, the notice shall be deemed delivered when it is mailed to the shareholder with postage prepaid at the shareholder's address shown in the Corporation's record of shareholders.

     1.5 Waiver of Notice. A shareholder may at any time waive any notice required by law, these Bylaws or the Articles of Incorporation. The waiver shall be in writing, be signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes for filing with the corporate records. A shareholder's attendance at a meeting waives objection to (i) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1

     1.6 Fixing of Record Date. The Board of Directors may fix a future date as the record date to determine the shareholders entitled to notice of a shareholders meeting, demand a special meeting, vote, take any other action or receive payment of any share or cash dividend or other distribution. This date shall not be earlier than 70 days or, in the case of a meeting, later than 10 days before the meeting or action requiring a determination of shareholders. The record date for any meeting, vote or other action of the shareholders shall be the same for all voting groups. If not otherwise fixed by the Board of Directors, the record date to determine shareholders entitled to notice of and to vote at an annual or special shareholders meeting is the close of business on the day before the notice is first mailed or otherwise transmitted to shareholders. If not otherwise fixed by the Board of Directors, the record date to determine shareholders entitled to receive payment of any share or cash dividend or other distribution is the close of business on the day the Board of Directors authorizes the share or cash dividend or other distribution.

     1.7 Shareholders List for Meeting. After a record date for a meeting is fixed, the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of the shareholders meeting. The list shall be arranged by voting group and, within each voting group, by class or series of shares, and it shall show the address of and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, upon proper demand as may be required by law, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. The Corporation shall make the shareholders list available at the meeting, and any shareholder or the shareholder's agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the shareholders list does not affect the validity of action taken at the meeting.

     1.8 Quorum; Adjournment.

           (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

           (b) A majority of votes represented at the meeting, although less than a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment, except that notice is required if a new record date is or must be set for the adjourned meeting. At an adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held.

2

          (c) Once a share is represented for any purpose at a meeting, it shall be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. A new record date must be set if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

     1.9 Voting Requirements; Action Without Meeting.

          (a) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law or the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

          (b) Action required or permitted by law to be taken at a shareholders meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Secretary for inclusion in the minutes for filing with the corporate records. Shareholder action taken by written consent is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date.

     1.10 Proxies. A shareholder may vote shares in person or by proxy. A shareholder may appoint a proxy by signing an appointment form either personally or by the shareholder's attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer of the Corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is provided in the appointment form. An appointment is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest that has not been extinguished.

     1.11 Meeting by Telephone Conference. Shareholders may participate in an annual or special meeting by, or conduct the meeting through, use of any means of communications by which all shareholders participating may simultaneously hear each other during the meeting, except that no meeting for which a written notice is sent to shareholders may be conducted by this means unless the notice states that participation in this manner is permitted and describes how any shareholder desiring to participate in this manner may notify the Corporation. Participation in a meeting by this means shall constitute presence in person at the meeting.

     1.12 Notice of Certain Shareholder Proposals. Shareholder nominations for the election of director and shareholder proposals for the amendment of these Bylaws shall be made only in accordance with the following procedures:           (a) Such shareholder shall have given timely notice in proper written form of the shareholder’s intent to make such nomination or to propose such amendment to these Bylaws. To be timely, a shareholder’s notice must be received by the Secretary of the Corporation not later than 30 days prior to the shareholder meeting at which the shareholder wishes to present such nomination or proposal; provided, however, that, if less than 40 days’ prior notice or public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder will be timely if it is received by the Secretary by the close of business on the 10th day following the date on which the notice of the date of the meeting was mailed to shareholders or otherwise publicly disclosed.

          (b) To be in proper written form, a shareholder’s notice to the Secretary shall set forth:

               (i) the name and address of the shareholder who wishes to present the nomination or the Bylaw amendment;

               (ii) a representation that the shareholder is a shareholder of record entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present the nomination or the proposed Bylaw amendment;

               (iii) as to each person whom the shareholder proposes to nominate for election as a director: (a) the name, age, business address and residence address of the person; (b) the principal occupation or employment of the person; (c) the number of shares of the Corporation’s stock that is beneficially owned by the person; (d) the relationship between the person’s experience and the person’s anticipated contribution to the Corporation’s Board; and (e) the consent of the person to serve as director of the Corporation if so elected;

               (iv) a description of any arrangement or understanding between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder;

               (v) the provisions of any amendment to these Bylaws that the shareholder intends to propose and any financial interest of the shareholder in the proposal; and

               (vi) such other information regarding each nominee or each proposed Bylaw amendment as would be required to be included in a proxy statement filed pursuant to the proxy rules of tree Securities and Exchange Commission had the nominee been nominated, or the Bylaw amendment been proposed, by the Board of Directors.

          (c) The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination or proposed Bylaw amendment was not made in accordance with the foregoing procedures, and if the Chairman should so determine, the

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defective nomination or proposed Bylaw amendment shall be disregarded.

ARTICLE II

BOARD OF DIRECTORS

     2.1 Duties of Board of Directors. All corporate powers of the Corporation shall be exercised by or under the authority of its Board of Directors; the business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

     2.2 Number, Term and Qualification. The number of directors of the Corporation shall be determined as set forth in the Articles of Incorporation. No reduction in the number of directors shall shorten the term of any incumbent director. Despite the expiration of a director's term, the director shall continue to serve until the director's successor is elected and qualified or until his or her earlier death, resignation or removal. Directors need not be residents of Oregon or shareholders of the Corporation.

     2.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings in or out of Oregon without notice other than the resolution.

     2.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by any director. The person or persons authorized to call special meetings of the Board of Directors may fix any place in or out of Oregon as the place for holding any special meeting of the Board of Directors called by them.

     2.5 Notice. Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least 2 days prior to the meeting by notice communicated in person, by telephone, telegraph, teletype, other form of wire or wireless communication, mail or private carrier. If written, notice shall be effective at the earliest of (a) when received, (b) three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee. Notice by all other means shall be deemed effective when received by or on behalf of the director. Notice of any regular or special meeting need not describe the purposes of the meeting unless required by law or the Articles of Incorporation.

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     2.6 Waiver of Notice. A director may at any time waive any notice required by law, these Bylaws or the Articles of Incorporation. Except as set forth below, the waiver must be in writing, be signed by the director entitled to the notice, specify the meeting for which notice is waived and be filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

     2.7 Quorum. A majority of the number of directors fixed in accordance with Section 2.2 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     2.8 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a different number is provided by law, the Articles of Incorporation or these Bylaws.

     2.9 Meeting by Telephone Conference; Action Without Meeting.

          (a) Directors may participate in a regular or special meeting by, or conduct the meeting through, use of any means of communications by which all directors participating may simultaneously hear each other during the meeting. Participation in a meeting by this means shall constitute presence in person at the meeting.

          (b) Any action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if one or more written consents describing the action taken are signed by all of the directors entitled to vote on the matter and included in the minutes or filed with the corporate records reflecting the action taken. The action shall be effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

     2.10 Vacancies. Any vacancy on the Board of Directors shall be filled as set forth in the Articles of Incorporation.

     2.11 Compensation. By resolution of the Board of Directors, the directors may be paid reasonable compensation for services as directors and their expenses of attending meetings of the Board of Directors.

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     2.12 Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors shall be deemed to have assented to the action taken at the meeting unless (a) the director's dissent or abstention from the action is entered in the minutes of the meeting, (b) the director delivers a written notice of dissent or abstention to the action to the presiding officer of the meeting before any adjournment or to the Corporation immediately after the adjournment of the meeting or (c) the director objects at the beginning of the meeting or promptly upon the director's arrival to the holding of the meeting or transacting business at the meeting. The right to dissent or abstain is not available to a director who voted in favor of the action.

     2.13 Removal. A director may be removed as set forth in the Corporation’s Articles of Incorporation or in the Oregon Business Corporation Act.

     2.14 Resignation. Any director may resign by delivering written notice to the Board of Directors, its chairperson or the Corporation. Unless the notice specifies a later effective date, a resignation notice shall be effective upon the earlier of (a) receipt, (b) five days after its deposit in the United States mails, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by addressee. Once delivered, a resignation notice is irrevocable unless revocation is permitted by the Board of Directors.

ARTICLE III

COMMITTEES OF THE BOARD

     3.1 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members. The creation of a committee and appointment of members to it must be approved by a majority of all directors in office when the action is taken. Subject to any limitation imposed by the Board of Directors or by law, each committee may exercise all the authority of the Board of Directors in the management of the Corporation. A committee may not take any action that a committee is prohibited from taking by the Oregon Business Corporation Act.

     3.2 Changes of Size and Function. Subject to the provisions of law, the Board of Directors shall have the power at any time to change the number of committee members, fill committee vacancies, change any committee members and change the functions and terminate the existence of a committee.

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     3.3 Conduct of Meetings. Each committee shall conduct its meetings in accordance with the applicable provisions of these Bylaws relating to meetings and action without meetings of the Board of Directors. Each committee shall adopt any further rules regarding its conduct, keep minutes and other records and appoint subcommittees and assistants as it deems appropriate.

     3.4 Compensation. By resolution of the Board of Directors, committee members may be paid reasonable compensation for services on committees and their expenses of attending committee meetings.

ARTICLE IV

OFFICERS

     4.1 Appointment. The Board of Directors at its first meeting following its election each year shall appoint a President and a Secretary. At this meeting, or at any other time, the Board of Directors may appoint one of its members as Chairman of the Board. The Board of Directors may appoint any other officers, assistant officers and agents. Any two or more offices may be held by the same person.

     4.2 Compensation. The Corporation may pay its officers reasonable compensation for their services as fixed from time to time by the Board of Directors.

     4.3 Term. The term of office of all officers commences upon their appointment and continues until their successors are appointed or until their resignation or removal.

     4.4 Removal. Any officer or agent appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause. Any officer or agent appointed by the President may be removed by the President at any time with or without cause.

     4.5 Chairman of the Board. The Chairman of the Board, if that office is filled, shall preside at all meetings of the Board of Directors and shall perform any duties and responsibilities prescribed from time to time by the Board of Directors.

     4.6 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall be responsible for the general operation of the Corporation. The President shall have any other duties and responsibilities prescribed by the Board of Directors. Unless otherwise determined by the Board of Directors, the President shall have authority to vote any shares of stock owned by the Corporation and to delegate this authority to any other officer.

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     4.7 Vice Presidents. Each Vice President shall perform duties and responsibilities prescribed by the Board of Directors or the President. The Board of Directors or the President may confer a special title upon a Vice President.

     4.8 Secretary.

          (a) The Secretary shall record and keep the minutes of all meetings of the directors and shareholders in one or more books provided for that purpose and perform any duties prescribed by the Board of Directors or the President.

          (b) Any assistant secretary shall have the duties prescribed from time to time by the Board of Directors, the President or the Secretary. In the absence or disability of the Secretary, the Secretary's duties shall be performed by an assistant secretary.

     4.9 Treasurer. The Treasurer shall have charge and custody and be responsible for all funds and securities of the Corporation and shall have other duties as prescribed from time to time by the Board of Directors or the President.

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ARTICLE V

INDEMNIFICATION

     The Corporation shall indemnify to the extent specifically authorized by the Oregon Business Corporation Act, as amended from time to time, any current or former director or officer of the Corporation who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall pay for or reimburse the reasonable expenses incurred by any such current or former director or officer in any such proceeding in advance of the final disposition of the proceeding if the person sets forth in writing (i) the person's good faith belief that the person is entitled to indemnification under this Article and (ii) the person's agreement to repay all advances if it is ultimately determined that the person is not entitled to indemnification under this Article. No amendment to these Bylaws that limits the Corporation's obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later to occur of the effective date of the amendment or the date notice of the amendment is given to the person. This Article shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors, officers, employees, agents and fiduciaries that may be included in the Articles of Incorporation or any statute, bylaw, agreement, general or specific action of the Board of Directors, vote of shareholders or other document or arrangement.

ARTICLE VI

ISSUANCE OF SHARES

     6.1 Adequacy of Consideration. Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The authorization by the Board of Directors of the issuance of shares for stated consideration shall evidence a determination by the Board that such consideration is adequate.

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     6.2 Certificates for Shares.

          (a) Certificates representing shares of the Corporation shall be in any form determined by the Board of Directors consistent with the requirements of the Oregon Business Corporation Act and these Bylaws. The certificates shall be signed, either manually or in facsimile, by two officers of the Corporation, at least one of whom shall be the President or a Vice President, and may be sealed with the seal of the Corporation, if any, or a facsimile thereof. All certificates for shares shall be consecutively numbered or otherwise identified. The signatures of officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or any assistant transfer agent or registered by a registrar, other than the Corporation itself or an employee of the Corporation.

          (b) Every certificate for shares of stock that are subject to any restriction on transfer or registration of transfer pursuant to the Articles of Incorporation, the Bylaws, securities laws, a shareholders agreement or any agreement to which the Corporation is a party shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of the restriction and that the Corporation retains a copy of the full text. Every certificate issued when the Corporation is authorized to issue more than one class or series within a class of shares shall set forth on its face or back either (a) a summary of the designations, relative rights, preferences and limitations of the shares of each class and the variations in rights, preferences and limitations for each series authorized to be issued and the authority of the Board of Directors to determine variations for future series or (b) a statement of the existence of those designations, relative rights, preferences and limitations and a statement that the Corporation will furnish a copy thereof to the holder of the certificate upon written request and without charge.

          (c) All certificates surrendered to the Corporation for transfer shall be canceled. The Corporation shall not issue a new certificate for previously issued shares until the former certificate or certificates for those shares are surrendered and canceled; except that in case of a lost, destroyed or mutilated certificate, a new certificate may be issued on terms prescribed by the Board of Directors.

     6.3 Transfer Agent and Registrar. The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the Corporation, with powers and duties determined by the Board of Directors.

     6.4 Officer Ceasing to Act. If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.

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ARTICLE VII

CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS

     7.1 Contracts. Except as otherwise provided by law, the Board of Directors may authorize any officers or agents to execute and deliver any contract or other instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances.

     7.2 Loans. The Corporation shall not borrow money and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

     7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed in the manner and by the officers or agents of the Corporation designated by the Board of Directors.

     7.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in those banks, trust companies or other depositaries as the Board of Directors or officers of the Corporation designated by the Board of Directors select, or be invested as authorized by the Board of Directors.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

     8.1 Severability. A determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal or otherwise ineffective shall not affect or invalidate any other provision of these Bylaws.

     8.2 Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors or the shareholders of the Corporation.

Adopted:

[Date]

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