-----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, N4wygfb4aTzgUBjubxZk2gAzD9cHg8hiBoBjJSppsj8YiXWEvsL+H7N33szBPA62 ORdQDebcksRwBFehnlWDDQ== 0000950162-04-000140.txt : 20040210 0000950162-04-000140.hdr.sgml : 20040210 20040210172215 ACCESSION NUMBER: 0000950162-04-000140 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980302 FILED AS OF DATE: 20040210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELAN PHARMACEUTICAL INVESTMENTS LTD CENTRAL INDEX KEY: 0001279105 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15360 FILM NUMBER: 04582965 MAIL ADDRESS: STREET 1: 102 ST JAMES COURT CITY: FIETSS SMITH FL BERMUDA STATE: D0 ZIP: 9999999999 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELAN INTERNATIONAL SERVICES LTD CENTRAL INDEX KEY: 0001002782 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15360 FILM NUMBER: 04582967 BUSINESS ADDRESS: STREET 1: 102 JAMES COURT FLATTS STREET 2: SMITH PARISH FL 04 CITY: BERMUDA STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412929169 ISSUER: 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15360 FILM NUMBER: 04582968 BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE STREET 2: LINCOLN PLACE CITY: DUBLIN 2 STATE: L2 BUSINESS PHONE: 35317094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE STREET 2: LINCOLN PLACE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 4 1 biojectform4021004_ex.xml X0201 4 1998-03-02 0 0000810084 BIOJECT MEDICAL TECHNOLOGIES INC BJCT 0000737572 ELAN CORP PLC LINCOLN HOUSE LINCOLN PLACE DUBLIN 2 L2 IRELAND 0 0 1 0 0001002782 ELAN INTERNATIONAL SERVICES LTD 102 JAMES COURT FLATTS SMITH PARISH FL 04 BERMUDA D0 00000 0 0 1 0 0001279105 ELAN PHARMACEUTICAL INVESTMENTS LTD 102 ST. JAMES COURT FLATTS, SMITHS FL 04 D0 BERMUDA 0 0 1 0 Common Stock 2001-12-13 4 X 0 252666 7.50 A 798121 I I Common Stock 2001-12-17 4 S 0 798121 11.50 D 0 I I Common Stock 2004-02-04 4 C 0 1905476 0 A 1905476 I I Common Stock 2004-02-04 4 C 0 783660 0 A 2689136 I I Series A Convertible Preferred Stock 0 1998-03-02 4 J 0 692694 0 A 1998-03-02 Common Stock 1385388 692694 I I Series B Convertible Preferred Stock 0 1998-03-02 4 J 0 134333 0 A 1998-03-02 Common Stock 268666 134333 I I Series C Convertible Preferred Stock 0 1999-04-05 4 P 0 391830 6.13 A 1999-04-05 Common Stock 783660 391830 I I Series B Convertible Preferred Stock 0 1999-06-30 4 J 0 134333 0 D 1998-03-02 Common Stock 268666 0 I I Warrant 7.50 1999-06-30 4 J 0 758000 0 A 1999-06-30 2006-06-30 Common Stock 758000 758000 I I Warrant 7.50 2001-12-13 4 X 0 252666 0 D 1999-06-30 2006-06-30 Common Stock 252666 505334 I I Series A Convertible Preferred Stock 0 2001-12-13 4 J 0 260044 0 A 2001-12-13 Common Stock 520088 952738 I I Warrant 12.50 2001-12-13 4 J 0 1 0 D 1997-10-15 2002-10-15 Common Stock 350000 0 I I Series A Convertible Preferred Stock 0 2004-02-04 4 C 0 952738 0 D 1998-03-02 Common Stock 1905476 0 I I Series C Convertible Preferred Stock 0 2004-02-04 4 C 0 391830 0 D 1999-04-05 Common Stock 783660 0 I I 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. 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. 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. These securities were beneficially owned indirectly by Elan and directly by its wholly-owned subsidiary, EIS. The shares of Series B Convertible Preferred Stock were exchanged for a Warrant to purchase 758,000 shares of Common Stock. 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. The Warrant that was issued to EIS on September 30, 1997 was terminated on December 13, 2001 by agreement of the Issuer and EIS. Each share of preferred stock was convertible into two shares of common stock. Not applicable. * 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 2004-02-10 EX-99 3 biojectform4021004ex-99.txt JOINT FILER INFORMATION Exhibit 99 Joint Filer Information Name: Elan International Services, Ltd. Address: 102 St. James Court Flatts, Smiths FL 04 Bermuda Designated Filer: Elan Corporation, plc Issuer & Ticker Symbol: Bioject Medical Technologies, Inc. (BJCT) Date of Earliest Transaction Required to be Reported: 3/02/98 Signature: /s/ Kevin Insley -------------------------------------------- Name: Kevin Insley Title: President and Chief Financial Officer ELAN INTERNATIONAL SERVICES, LTD. Joint Filer Information Name: Elan Pharmaceutical Investments, Ltd. Address: 102 St. James Court Flatts, Smiths FL 04 Bermuda Designated Filer: Elan Corporation, plc Issuer & Ticker Symbol: Bioject Medical Technologies, Inc. (BJCT) Date of Event Requiring Statement: 3/02/98 Signature: /s/ Kevin Insley -------------------------------------------- Name: Kevin Insley Title: President and Chief Financial Officer ELAN PHARMACEUTICAL INVESTMENTS, LTD. -----END PRIVACY-ENHANCED MESSAGE-----