SC TO-I/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-I/A

(RULE 14d-100)

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

BIOJECT MEDICAL TECHNOLOGIES INC.

(Name of subject company issuer)

BIOJECT MEDICAL TECHNOLOGIES INC.

(Name of filing persons, offeror)

Options to Purchase Common Stock

(Title and Class of Securities)

09059T 20 6

(CUSIP Number of Class of Securities of Underlying Common Stock)

John Gandolfo

Chief Financial Officer and Vice President, Finance

Bedminster Professional Center

211 Somerville Road (Route 202 North)

Bedminster, NJ 07921

(908) 470-2800

(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

Copy to:

Todd A. Bauman, Esq.

Steven H. Hull, Esq.

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600

Portland, Oregon 97204

(503) 224-3380

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$481,323	$60.98

* Calculated solely for purposes of determining the filing fee.  This amount assumes that options to purchase 423,287 shares of common stock of Bioject Medical Technologies Inc., having an aggregate value of $481,323 will be exchanged pursuant to this offer.  The aggregate value is calculated based upon the Black-Scholes option pricing model as of July 26, 2004.

** $126.70 per $1,000,000 of the aggregate offering amount, pursuant to Rule 0-11 of the Securities and Exchange Act of 1934, as amended by Fee Advisory # 7 for Fiscal Year 2004.

ý Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid:	$60.98
Filing Party:	Bioject Medical Technologies Inc.
Form or Registration No.:	Schedule TO-I
Date Filed:	July 29, 2004

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

ý issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

TABLE OF CONTENTS

	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 12. EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT (a)(1)(H)
EXHIBIT (a)(1)(I)
EXHIBIT (a)(1)(J)

2

SCHEDULE TO

(AMENDMENT NO. 1)

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on July 29, 2004, relating to our offer to exchange outstanding options to purchase shares of our common stock held by eligible employees for a designated number of new options to be granted under the Bioject Medical Technologies Inc. Restated 1992 Stock Incentive Plan.

ITEM 4.  TERMS OF THE TRANSACTION

Material Terms.  The information set forth under the headings, “The Offer—Eligible Employees” and “The Offer—Conditions of the Offer” in Exhibit (a)(1)(H) is incorporated herein by reference.

ITEM 12.  EXHIBITS

Exhibit Number	Description
(a)(1)(A)*	Offer to Exchange Outstanding Options to Purchase Common Stock, dated July 29, 2004.
(a)(1)(B)*	Form of Transmittal Letter.
(a)(1)(C)*	Form of Stock Option Exchange Election Form.
(a)(1)(D)*	Form of Confirmation of Cancellation of Eligible Options and Promise to Grant New Options.
(a)(1)(E)	Bioject Medical Technologies Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 16, 2004, and incorporated herein by reference.
(a)(1)(F)	Bioject Medical Technologies Inc.’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on March 24, 2004 and incorporated herein by reference.
(a)(1)(G)	Bioject Medical Technologies Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2004, as filed with the Securities and Exchange Commission on May 12, 2004 and incorporated herein by reference.
(a)(1)(H)	Supplement to Bioject Medical Technologies Inc.’s Offer to Exchange.
(a)(1)(I)	Form of Notice to Eligible Employees of Supplement to the Offer to Exchange.
(a)(1)(J)	Meeting presentation materials regarding Offer to Exchange.
(b)	Not applicable.
(d)(1)	Bioject Medical Technologies Inc.’s Restated 1992 Stock Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on June 19, 2003).
(d)(2)*	Form of Incentive Stock Option Agreement for replacement options pursuant to the Bioject Medical Technologies Inc. Restated 1992 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Offer to Exchange Outstanding Options to Purchase Common Stock, dated July 29, 2004, filed as Exhibit (a)(1)(A) hereto).
(g)	Not applicable.

3

(h) Not applicable.

* Previously filed with the Schedule TO-I filed with the Securities and Exchange Commission on July 29, 2004 and incorporated herein by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  August 4, 2004	BIOJECT MEDICAL TECHNOLOGIES INC.
	/s/ John Gandolfo
	Chief Financial Officer and Vice President, Finance

4

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(A)*	Offer to Exchange Outstanding Options to Purchase Common Stock, dated July 29, 2004.
(a)(1)(B)*	Form of Transmittal Letter.
(a)(1)(C)*	Form of Stock Option Exchange Election Form.
(a)(1)(D)*	Form of Confirmation of Cancellation of Eligible Options and Promise to Grant New Options.
(a)(1)(E)	Bioject Medical Technologies Inc.’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 16, 2004, and incorporated herein by reference.
(a)(1)(F)	Bioject Medical Technologies Inc.’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on March 24, 2004 and incorporated herein by reference.
(a)(1)(G)	Bioject Medical Technologies Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2004, as filed with the Securities and Exchange Commission on May 12, 2004 and incorporated herein by reference.
(a)(1)(H)	Supplement to Bioject Medical Technologies Inc.’s Offer to Exchange.
(a)(1)(I)	Form of Notice to Eligible Employees of Supplement to the Offer to Exchange.
(a)(1)(J)	Meeting presentation materials regarding Offer to Exchange.
(b)	Not applicable.
(d)(1)	Bioject Medical Technologies Inc.’s Restated 1992 Stock Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on June 19, 2003).
(d)(2)*	Form of Incentive Stock Option Agreement for replacement options pursuant to the Bioject Medical Technologies Inc. Restated 1992 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Offer to Exchange Outstanding Options to Purchase Common Stock, dated July 29, 2004, filed as Exhibit (a)(1)(A) hereto).
(g)	Not applicable.
(h)	Not applicable.

* Previously filed with the Schedule TO-I filed with the Securities and Exchange Commission on July 29, 2004 and incorporated herein by reference.

5

EX-99.(A)(1)(H)

Exhibit 99(a)(1)(H)

BIOJECT MEDICAL TECHNOLOGIES INC.

SUPPLEMENT TO OFFER TO EXCHANGE
OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., PACIFIC TIME,
ON AUGUST 25, 2004, UNLESS THE OFFER IS EXTENDED

This Supplement to the Offer to Exchange (this “Supplement”) of Bioject Medical Technologies Inc., an Oregon corporation (the “Company”) is designed to be read in conjunction with the Company’s Offer to Exchange dated July 29, 2004, copies of which have been previously disseminated to eligible holders of options to purchase the Company’s common stock.  Unless otherwise indicated, capitalized terms set forth in this Supplement have the same meanings attributed to them in the offer to exchange.

THE OFFER

Eligible Employees

Under existing Financial Accounting Standards Board guidelines, in order to avoid having the stock option exchange program result in variable accounting compensation charges against our earnings, no employee who has received an option grant from the Company during the six months prior to July 29, 2004 is eligible to participate in the stock option exchange program with respect to any option held by such employee, regardless of the time of its grant.

Conditions of the Offer

The offer may be terminated if, in the reasonable judgment of our Board of Directors, certain events make it inadvisable for us to proceed with the offer or to accept and cancel options.  Among these events are any event or circumstance causing significant instability with respect to U.S. homeland security, infrastructure, economic conditions or securities markets.  On July 31, 2004, the alert level for terrorist threats in New York, New Jersey and Washington, DC was raised to “high” from “elevated” based on threats to financial institutions.  As of the date of this Supplement, our Board of Directors has not concluded that this change in the threat level makes it inadvisable for us to proceed with the offer or to accept and cancel options.

In addition, the last paragraph of the offer under the heading “The Offer – Conditions of the Offer” is amended to read in its entirety as follows:

“The conditions to the offer are for our sole benefit, and we may assert them before the expiration date regardless of the circumstances giving rise to any such condition.  We may waive these conditions in whole or in part at any time prior to the expiration of the offer in our sole discretion.  Our failure to exercise any of these rights at any time prior to the expiration of the offer will not be deemed a waiver of our ability to exercise any such right at any later time prior

to the expiration of the offer; the waiver of any such right shall not be deemed a waiver of any other such right; and each such right shall be deemed an ongoing right that may be asserted or waived at any time before the expiration of the offer.”

FORWARD LOOKING STATEMENTS

The second paragraph of the offer under the heading “Forward-Looking Statements” is amended to read, in its entirety, as follows:

“These forward-looking statements are subject to risks, uncertainties and changes in condition, significance, value and effect, including those discussed under the headings “Risk Factors,” included in this document and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our SEC filings.  These risks, uncertainties and changes in condition, significance, value and effect could cause actual results to differ materially from those expressed in this offering circular and in ways not readily foreseeable.”

Bioject Medical Technologies Inc.

August 4, 2004

EX-99.(A)(1)(I)

Exhibit 99(a)(1)(I)

NOTICE TO ELIGIBLE EMPLOYEES OF
A SUPPLEMENT TO THE OFFER TO EXCHANGE

August 4, 2004

To Eligible Employees:

FOR LEGAL NOTIFICATION PURPOSES – SUPPLEMENT TO THE OFFER TO EXCHANGE

In response to comments from the U.S. Securities and Exchange Commission (the “SEC”), we have supplemented the Offer to Exchange (the “Offer”) in connection with the Stock Option Exchange Program.  The Supplement to the Offer (the “Supplement”) is included in this notice.  The Supplement does not alter any of the financial terms of the Offer.

Except as indicated in the Supplement, all other terms of the Offer remain unchanged.

As a reminder, the deadline to submit or make changes to your Election Form is 11:59 p.m. Pacific Time on August 25, 2004.

For additional information about the Supplement or the Offer in general, contact Christine Farrell via email at cfarrell@bioject.com or (503) 691-4132.

EX-99.(A)(1)(J)

Exhibit 99(a)(1)(J)

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Stock Option Exchange Program

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Summary of Highlights

• Purpose – replace certain out-of-the money options

• Eligibility

• Employee on July 29, 2004 thru August 25,2004

• Hold at least one eligible option on July 29^th

• Have not received an option grant 6 months prior to July 29, 2004

• Eligible options – exercise price above $4.50

• Exchange is voluntary

• No tax consequence

•New Options

•Granted 6 months and one day from close of offering period – on or around February 28, 2005

•Must be an employee on new date of grant

•Grant price is based on the close of market on new grant date

•ISO stock options

•Vesting

•50% on the first anniversary from date of grant

•50% on the second anniversary from date of grant

•Expiration is 5 years from date of new grant

•Other terms of agreement remain the same

•No longer a Bioject Employee or Leave of Absence

•Before offering period ends – treated as if you elected not to participate

•From cancellation to replacement – you will not receive any new options or compensation for cancelled options

•From date of new grant – exercisable only to the extent they are vested.

•Leave of absence – treated as an employee

•In the event of a merger or acquisition

•Seek to include a provision in a transaction

•No guarantee that new options would be granted

•Loss of potential appreciation of BJCT stock if you chose to exchange and stock price increases.

Option Ratio

Exercise Price Range	Exchange Ratio (old options to new options)	As an Example, if You Exchanged Options to Purchase 100 Shares, You Would Receive Options to Purchase the Following Number of Shares
$4.50 – $7.00	1.5 to 1	66
$7.01 - $10.00	2.5 to 1	40
$10.01 - $13.26	3.5 to 1	28

The Process

•Choose options to cancel - must be entire amount of particular option

•Complete and sign prepared election form

•Return to me before the close of the offering – August 25, 2004

•You may change your elections or withdraw from the exchange up until August 25, 2004

•Irrevocably cancelled once offering period ends

•No new options will be granted to those who participate in the program until after new grant date