S-8

As filed with the Securities and Exchange Commission on September 27, 2005

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	(I.R.S. Employer
of incorporation or organization)	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.
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

STEVEN H. HULL

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
2000 EMPLOYEE STOCK PURCHASE PLAN
Common Stock	300,000 shares	$	1.44	$	432,000	$	50.85
TOTAL	300,000 shares	$	1.44	$	432,000	$	50.85

(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 20, 2005.

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 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) and on a Form S-8 (File No. 333-108514) 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. 333-48634 and 333-108514) are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

5.1Opinion of Stoel Rives LLP.

23.1Consent of Independent Registered Public Accounting Firm.

23.2Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1Powers of Attorney.

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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 26, 2005.

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 26, 2005.

Signature		Title
/s/ James C. O’Shea		Chairman of the Board
James C. O’Shea		and Chief Executive Officer
		and President
		Principal Executive Officer
/s/ John Gandolfo		Chief Financial Officer
John Gandolfo		Principal Financial and Accounting Officer
*	WILLIAM A. GOUVEIA	Director
	William A. Gouveia
*	JOHN RUEDY, M.D.	Director
	John Ruedy, M.D.
*	RANDAL D. CHASE	Director
	Randal D. Chase
*	ERIC T. HERFINDAL	Director
	Eric T. Herfindal
*	RICHARD J. PLESTINA	Director
	Richard J. Plestina
*	SANDRA PANEM, Ph.D.	Director
	Sandra Panem, Ph.D.
*	JOSEPH BOHAN	Director
	Joseph Bohan

* By:	/s/ James C. O’Shea
	James C. O’Shea
	Attorney-in-Fact

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EXHIBIT INDEX

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

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EX-5.1

EXHIBIT 5.1

September 23, 2005

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 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 ESPP Shares have been duly authorized and, when issued in accordance with the ESPP, 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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EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Bioject Medical Technologies Inc.

We consent to the use of our report dated February 18, 2005, with respect to the consolidated balance sheets of Bioject Medical Technologies Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2004 and 2003 and the nine month transition period ended December 31, 2002, incorporated herein by reference.

/S/ KPMG LLP

Portland, Oregon

September 26, 2005

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EX-24.1

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 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	Chairman of the Board, President,	Sept. 26, 2005
James C. O’Shea	Chief Executive Officer, and
	(Principal Executive Officer)
/s/ John Gandolfo	Chief Financial Officer,
John Gandolfo	(Principal Accounting Officer, and
	Principal Financial Officer)	Sept. 26, 2005
/s/ William A. Gouveia	Director	Sept. 26, 2005
William A. Gouveia
/s/ John Ruedy, M.D.	Director	Sept. 26, 2005
John Ruedy, M.D.
/s/ Randal D. Chase	Director	Sept. 26, 2005
Randal D. Chase
/s/ Eric T. Herfindal	Director	Sept. 26, 2005
Eric T. Herfindal
/s/ Richard J. Plestina	Director	Sept. 26, 2005
Richard J. Plestina
/s/ Sandra Panem	Director	Sept. 26, 2005
Sandra Panem
/s/ Joseph Bohan	Director	Sept. 26, 2005
Joseph Bohan

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