S-8

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As filed with the Securities and Exchange Commission on September 4, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

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

211 Somerville Road, Route 202 North
Bedminster, New Jersey 07921
(908) 470-2800
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

BIOJECT MEDICAL TECHNOLOGIES INC.
RESTATED 1992 STOCK INCENTIVE PLAN

BIOJECT MEDICAL TECHNOLOGIES INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plans)

James C. O'Shea
Chief Executive Officer
211 Somerville Road, Route 202 North
Bedminster, New Jersey 07921
(908) 470-2800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

TODD A. BAUMAN
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 224-3380

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
RESTATED 1992 STOCK INCENTIVE PLAN Common Stock	1,200,000 shares	$3.80	$4,560,000	$368.90
2000 EMPLOYEE STOCK PURCHASE PLAN Common Stock	300,000 shares	$3.80	$1,140,000	$92.23
TOTAL	1,500,000 shares		$5,700,000	$461.13

(1)

The proposed maximum offering price per share and proposed maximum aggregate offering price were estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933. The calculation of the registration fee is based on the average of the high and low prices of the common stock on the Nasdaq SmallCap Market for September 3, 2003.

EXPLANATORY STATEMENT

        This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Bioject Medical Technologies Inc., an Oregon corporation, in order to register (1) 1,200,000 shares of Common Stock, which shares are in addition to those previously registered on the Registration Statement on Form S-8 (File No. 33-42156), on a Registration Statement on Form S-8 (File No. 33-56454), on a Registration Statement on Form S-8 (File No. 33-94400), on a Registration Statement on Form S-8 (File No. 333-38206), on a Registration Statement on Form S-8 (File No. 333-48632), and on a Registration Statement on Form S-8 (File No. 333-73868) for issuance pursuant to the Bioject Medical Technologies Inc. Restated 1992 Stock Incentive Plan, and (2) 300,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-48634) for issuance pursuant to the Bioject Medical Technologies Inc. 2000 Employee Stock Purchase Plan. The contents of the Registration Statements on Form S-8 (File Nos. 33-42156, 33-56454, 33-94400, 333-38206, 333-48632, 333-73868 and 333-48634) are incorporated herein by reference.

        We have been unable to obtain the consent of Arthur Andersen LLP, our former independent public accountants, as to the incorporation by reference of their report for our fiscal year ended March 31, 2001 into this Registration Statement, and we have not filed that consent with this Registration Statement in reliance upon Rule 437a of the Securities Act of 1933. Because we have not been able to obtain Arthur Andersen LLP's consent, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in our financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits.

5.1	Opinion of Stoel Rives LLP.
23.1	Consent of Independent Auditors.
23.2	Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1	Powers of Attorney.

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 of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedminster, State of New Jersey on September 4, 2003.

BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/  JAMES C. O'SHEA James C. O'Shea Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated on September 4, 2003.

Signature	Title
/s/  JAMES C. O'SHEA James C. O'Shea	Chairman of the Board and Chief Executive Officer and President Principal Executive Officer
/s/  JOHN GANDOLFO John Gandolfo	Chief Financial Officer Principal Financial and Accounting Officer
* William A. Gouveia	Director
* John Ruedy, M.D.	Director
* Grace Keeney Fey	Director
* Eric T. Herfindal	Director
* Richard J. Plestina	Director
* Edward L. Flynn	Director
* Sandra Panem, Ph.D.	Director

*By:
/s/  JAMES C. O'SHEA James C. O'Shea
Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Document Description
5.1	Opinion of Stoel Rives LLP.
23.1	Consent of Independent Auditors.
23.2	Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1	Powers of Attorney.

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EXPLANATORY STATEMENT
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX

EX-5.1

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EXHIBIT 5.1

        September 3, 2003

Board of Directors
Bioject Medical Technologies Inc.
211 Somerville Road, Route 202 North
Bedminster, New Jersey 07921

        We have acted as counsel for Bioject Medical Technologies Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering the issuance of 1,200,000 shares of common stock (the "Option Shares") of the Company pursuant to the Company's Restated 1992 Stock Incentive Plan (the "Option Plan") and the issuance of 300,000 shares of common stock (the "ESPP Shares") of the Company pursuant to the Company's 2000 Employee Stock Purchase Plan (the "ESPP"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.

        Based on the foregoing, it is our opinion that:

1.

The Company is a corporation duly organized and validly existing under the laws of the state of Oregon; and



2.

The Option Shares and the ESPP Shares have been duly authorized and, when issued in accordance with the Option Plan or the ESPP, as applicable, will be legally issued, fully paid, and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/  STOEL RIVES LLP STOEL RIVES LLP

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EXHIBIT 5.1

EX-23.1

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EXHIBIT 23.1

Consent of Independent Auditors

The Board of Directors and Shareholders of
Bioject Medical Technologies, Inc.

        We consent to the use of our report dated February 7, 2003, with respect to the balance sheets of Bioject Medical Technologies, Inc. as of December 31, 2002 and March 31, 2002 and the related consolidated statements of operations, shareholders' equity, and cash flows for the nine month transition period ended December 31, 2002 and the year ended March 31, 2002, which report appears in the December 31, 2002 Transition Report on Form 10-K of Bioject Medical Technologies, Inc. incorporated herein by reference.

/s/    KPMG LLP

Portland, Oregon
September 4, 2003

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EXHIBIT 23.1

Consent of Independent Auditors

EX-24.1

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EXHIBIT 24.1

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Bioject Medical Technologies Inc., does hereby constitute and appoint each of James C. O'Shea, John Gandolfo and Christine M. Farrell his or her true and lawful attorney and agent to do any and all acts and things and to execute in his or her name (whether on behalf of Bioject Medical Technologies Inc., or as an officer or director of said Registrant, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Bioject Medical Technologies Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 1,200,000 shares of Common Stock of Bioject Medical Technologies Inc. issuable pursuant to the Restated 1992 Stock Incentive Plan, and of 300,000 shares of Common Stock of Bioject Medical Technologies Inc. issuable pursuant to the 2000 Employee Stock Purchase Plan including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Bioject Medical Technologies Inc., or as an officer or director of said Registrant, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

Signature	Title	Date
/s/  JAMES C. O'SHEA James C. O'Shea	Chairman of the Board, President, Chief Executive Officer, and (Principal Executive Officer)	Aug. 7, 2003
/s/  JOHN GANDOLFO John Gandolfo	Chief Financial Officer, (Principal Accounting Officer, and Principal Financial Officer)	Aug. 7, 2003
/s/  WILLIAM A. GOUVEIA William A. Gouveia	Director	Aug. 7, 2003
/s/  JOHN RUEDY, M.D. John Ruedy, M.D.	Director	Aug. 15, 2003
/s/  GRACE KEENEY FEY Grace Keeney Fey	Director	Aug. 11, 2003
/s/  ERIC T. HERFINDAL Eric T. Herfindal	Director	Aug. 7, 2003
/s/  RICHARD J. PLESTINA Richard J. Plestina	Director	Aug. 11, 2003
/s/  EDWARD L. FLYNN Edward L. Flynn	Director	Aug. 6, 2003
/s/  SANDRA PANEM Sandra Panem	Director	Aug. 8, 2003

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EXHIBIT 24.1

POWER OF ATTORNEY