-----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, I8/UgltFSJr/VDAg68SNVj3z0L7bhgbEwnV1MRpi6khkAsGyzQGaAZA5B37tC7z4 HJP4D5c7wPM/q7YlY2H5Fg== 0001104659-06-050824.txt : 20060803 0001104659-06-050824.hdr.sgml : 20060803 20060802201250 ACCESSION NUMBER: 0001104659-06-050824 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060802 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15360 FILM NUMBER: 06999549 BUSINESS ADDRESS: STREET 1: 20245 SW 95TH AVENUE CITY: TUALATIN STATE: OR ZIP: 97062 BUSINESS PHONE: 5036928001 MAIL ADDRESS: STREET 1: 20245 SW 95TH AVENUE CITY: TUALATIN STATE: OR ZIP: 97062 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 8-K 1 a06-17311_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 2, 2006

 

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-15360

 

Oregon

93-1099680

(State or other jurisdiction of incorporation
or organization)

(I.R.S. Employer Identification No.)

 

 

20245 SW 95th Avenue
Tualatin, Oregon


97062

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  (908) 470-2800

 

Former name or former address if changed since last report:
No Change

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




BIOJECT MEDICAL TECHNOLOGIES INC.
FORM 8-K
INDEX

 

Item

 

Description

 

Page

 

 

 

 

 

Item 2.02

 

Results of Operations and Financial Condition

 

2

 

 

 

 

 

Item 9.01

 

Financial Statements and Exhibits

 

2

 

 

 

 

 

Signatures

 

 

 

3

 

 

1




Item 2.02  Results of Operations and Financial Condition

On August 2, 2006, Bioject Medical Technologies Inc. (“Bioject”) issued a press release announcing a net loss of $4.0 million, or $0.28 per share, on revenues of $2.8 million for its second quarter ended June 30, 2006 and a net loss of $6.6 million, or $0.46 per share, on revenues of $4.5 million in the six-month period ended June 30, 2006.  A copy of the press release is attached as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits

(d)            Exhibits

The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:

99.1               Press release dated August 2, 2006 announcing Bioject Medical Technologies Inc.’s results for its second quarter and six-month period ended June 30, 2006.

2




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: August 2, 2006

 

BIOJECT MEDICAL TECHNOLOGIES INC.
(Registrant)

 

 

 

 

 

 

 

 

/s/ CHRISTINE M. FARRELL

 

 

Christine M. Farrell
Vice President of Finance
(Principal Financial and Accounting Officer)

 

3



EX-99.1 2 a06-17311_1ex99d1.htm EX-99

EXHIBIT 99.1

For Further Information Contact:
Bioject Medical Technologies Inc.

 

 

Jim O’Shea
Chief Executive Officer
503-692-8001 ext. 4161

 

Chris Farrell
Vice President of Finance
503-692-8001 ext. 4132

 

BIOJECT REPORTS SECOND-QUARTER 2006 FINANCIAL RESULTS
Company Completes Financing and Restructuring

PORTLAND, OR ,  August 2, 2006  — Bioject Medical Technologies Inc. (NASDAQ: BJCT), a leading developer of needle-free drug delivery systems, today reported financial results for the quarter ended June 30, 2006.

For the quarter ended June 30, 2006, Bioject reported revenues of $2.8 million compared to $3.8 million for the comparable year ago period.  Product sales for the period were $2.1 million in the 2006 period compared to $3.7 million in the 2005 period, primarily due to the build up of inventory by Merial for the launch of the Vetjet product in 2005.  License and technology fees were $638,000 in the 2006 period compared to $65,000 in the 2005 period.  The Company reported an operating loss of $2.0 million in the second quarter of 2006 compared to an operating loss of $1.2 million in the second quarter 2005. The increased operating loss reflects a non-cash charge of approximately $915,000 in connection with the termination of the Company’s agreement with a contract filler and write-down of the sterile fill suite and associated equipment.  Net loss for the three month period ended June 30, 2006 was $4.0 million compared to $1.3 million in the comparable 2005 period.   Interest expense for the period was $1.9 million compared to $134,000 for 2005.  This increase was primarily a result of $1.7 million in non-cash debt issuance costs and beneficial conversion charges related to the conversion of $1.5 million of debt held by Life Sciences Opportunity Fund II and its affiliates into equity, beneficial conversion charges associated with the $1.25 million Partners For Growth (“PFG”) convertible debt issuance and the pay down of PFG term debt with the proceeds from the sale of the New Jersey office.

Basic and diluted net loss per share for the quarter ended June 30, 2006 was $0.28 per share on 14.3 million weighted average shares outstanding compared to a net loss of $0.09 per share on 13.8 million weighted average shares outstanding for the same period last year.

For the six months ended June 30, 2006, Bioject reported revenues of $4.5 million compared to revenues of $7.0 million in the comparable year ago period. The six month 2006 net loss was $6.6 million, or $0.46 per share, compared to a net loss of $3.3 million, or $0.24 per share, in the comparable year ago period.

 “We anticipated a greater net loss this quarter than in the comparable year ago period as a result of our financing and restructuring activities.  However, excluding the non-cash charge to manufacturing of $915,000, our operating loss remained constant compared to the year ago quarter even though revenues for the current quarter were lower,” said Jim O’Shea, Bioject’s Chairman, President and CEO.  “Net loss increased over the year ago quarter, primarily due to the non-cash charges totaling $915,000 in connection with write-down of the sterile fill suite and equipment and the $1.7 million non-cash charge due to the recent financings.”

“Our revenues of $2.8 million in the second quarter of 2006 reflect a 63% increase over the first quarter of 2006 and the operating loss of $2.0 million represents a 17% decrease over the first quarter,” said Jim O’Shea.

 “During this period, we completed our financing activities with the shareholder approval of the issuance of $3.0 million of Series E Preferred Stock, the conversion of $1.5 million debt to equity as part of that issuance and the pay down of our loan with PFG by $1.0 million,” said O’Shea.  “These financing activities resulted in approximately $1.7 million in non-cash charges to interest expense.”

 “The Company also concluded its corporate restructuring with its decision to terminate its agreement for future services with a sterile fill contractor for its Iject® prefilled device.  The termination was due to the decision to switch

1




to a more cost effective commercial filling method and the interest of potential customers in doing their own filling,” commented O’Shea. “While this decision is expected to save the Company approximately $2.1 million in cash over the next three years, it resulted in the write-down of a non-cash charge of $915,000 to manufacturing expense.”

“With the financing and restructuring behind us and the charges associated with these transactions accounted for, and our promising future prospects for new license and supply agreements in subsequent quarters, our outlook continues to remain positive,” concluded Jim O’Shea.

The Company will conduct a conference call to review second-quarter results for the quarter ended June 30, 2006 on Thursday, August 3, 2006 at 10:00 a.m. Eastern Standard Time.

Bioject Medical Technologies Inc., based in Portland, Oregon, is an innovative developer and manufacturer of needle-free drug delivery systems. Needle-free injection works by forcing medication at high speed through a tiny orifice held against the skin.  This creates a fine stream of high-pressure fluid penetrating the skin and depositing medication in the tissue beneath.  The Company is focused on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Bioject’s expectations with respect to savings from the restructuring and the prospects for new license and supply agreements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that 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 the Company’s products, including the cool.click™  SeroJet™, Vetjet® and Vial Adapter, will not be accepted by the market, the risk that the Company will be unable to successfully develop and negotiate new strategic relationships or maintain existing relationships, the risk that Bioject’s current or new strategic relationships will not develop into long-term revenue producing relationships, uncertainties related to Bioject’s dependence on the continued performance of strategic partners and technology,  uncertainties related to the time required for the Company to complete research and development, obtain necessary clinical data and government clearances, and the risk that the Company may be unable to comply with the extensive government regulations applicable to Bioject’s  business.  Readers of this press release are referred to the Company’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K and Forms 10-Q for further discussions of factors that could affect the Company’s  business and its 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.

For more information about Bioject, visit www.bioject.com

[Tables follow]

2




Bioject Medical Technologies Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share data)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenue:

 

 

 

 

 

 

 

 

 

Net sales of products

 

$

2,122

 

$

3,689

 

$

3,381

 

$

6,556

 

License and technology fees

 

638

 

65

 

1,073

 

451

 

 

 

2,760

 

3,754

 

4,454

 

7,007

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Manufacturing

 

2,505

 

2,435

 

3,941

 

4,877

 

Research and development

 

1,343

 

1,149

 

2,376

 

2,895

 

Selling, general and administrative

 

949

 

1,346

 

2,638

 

2,333

 

Total operating expenses

 

4,797

 

4,930

 

8,955

 

10,105

 

Operating loss

 

(2,037

)

(1,176

)

(4,501

)

(3,098

)

 

 

 

 

 

 

 

 

 

 

Interest income

 

33

 

24

 

78

 

63

 

Interest expense

 

(1,941

)

(134

)

(2,119

)

(267

)

Loss from operations before preferred stock dividend

 

(3,945

)

(1,286

)

(6,542

)

(3,302

)

Preferred stock dividend

 

(31

)

 

(31

)

 

Net loss allocable to common shareholders

 

$

(3,976

)

$

(1,286

)

$

(6,573

)

$

(3,302

)

Basic and diluted net loss per common share

 

$

(0.28

)

$

(0.09

)

$

(0.46

)

$

(0.24

)

Shares used in per share calculations

 

14,251,962

 

13,786,099

 

14,152,233

 

13,763,247

 

 

3




 

Bioject Medical Technologies Inc.
Condensed Consolidated Balance Sheet Data  (Unaudited)
(In thousands, except share data)

 

 

June 30,

 

December 31,

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,245

 

$

1,046

 

Short-term marketable securities

 

2,720

 

1,500

 

Accounts receivable, net of allowance for doubtful

 

 

 

 

 

accounts of $17 and $12

 

1,426

 

2,390

 

Inventories

 

1,921

 

1,498

 

Assets held for sale

 

 

1,104

 

Other current assets

 

358

 

426

 

Total current assets

 

7,670

 

7,964

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $4,837 and $4,519

 

3,371

 

4,559

 

Goodwill

 

94

 

94

 

Other assets, net

 

1,093

 

1,329

 

Total assets

 

$

12,228

 

$

13,946

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term note payable

 

$

1,895

 

$

961

 

Current portion of long-term debt

 

368

 

1,083

 

Accounts payable

 

775

 

1,258

 

Accrued payroll

 

398

 

404

 

Other accrued liabilities

 

687

 

204

 

Deferred revenue

 

1,013

 

1,908

 

Total current liabilities

 

5,136

 

5,818

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

 

917

 

Deferred revenue

 

268

 

318

 

Other long-term liabilities

 

337

 

350

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock, no par value, 10,000,000 shares authorized; issued and outstanding:

 

 

 

 

 

Series D Convertible — 2,086,957 shares at June 30, 2006 and December 31, 2005, no stated value, liquidation preference of $1.15 per share

 

1,879

 

1,879

 

Series E Convertible — 3,308,394 shares at June 30, 2006 and zero at December 31, 2005, no stated value, liquidation preference of $1.37 per share

 

4,564

 

 

Common stock, no par, 100,000,000 shares authorized; issued and outstanding 14,317,659 shares and 13,968,563 shares at June 30, 2006 and December 31, 2005

 

112,657

 

110,704

 

Accumulated deficit

 

(112,613

)

(106,040

)

Total shareholders’ equity

 

6,487

 

6,543

 

Total liabilities and shareholders’ equity

 

$

12,228

 

$

13,946

 

 

####

 

4



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