8-K

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):            December 19, 2007

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	(I.R.S. Employer Identification No.)
or organization)
20245 SW 95th Avenue
Tualatin, Oregon	97062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (503) 692-8001

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
Item 1.01	Entry into a Material Definitive Agreement
Item 9.01	Financial Statements and Exhibits
Signatures

1

Item 1.01  Entry into a Material Definitive Agreement

On December 19, 2007, Bioject and American Stock Transfer & Trust Company entered into an amendment to Bioject’s Rights Agreement. The amendment exempts shareholders affiliated with Partners for Growth, L.P. from the definition of “Acquiring Person” under the Rights Agreement so long as they do not own more than 19.9% of the shares of common stock then outstanding.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

4.1	Fourth Amendment to Rights Agreement, dated as of November 20, 2007, between Bioject
	Medical Technologies Inc. and American Stock Transfer & Trust Company.

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 hereunto duly authorized.

Date: December 20, 2007	BIOJECT MEDICAL TECHNOLOGIES INC.
	(Registrant)
	/s/ CHRISTINE M. FARRELL
	Christine M. Farrell
	Vice President of Finance
	(Principal Financial and Accounting Officer)

3

EX-4.1

Exhibit 4.1

FOURTH AMENDMENT TO RIGHTS AGREEMENT

THIS FOURTH AMENDMENT, dated as of November 20, 2007 (this “Fourth Amendment”), is made between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to amend the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement dated as of October 8, 2002, the Second Amendment to Rights Agreement dated as of November 15, 2004, and the Third Amendment to Rights Agreement dated as of March 8, 2006 (the “Rights Agreement”).

WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement;

WHEREAS, the Board of Directors of the Company adopted resolutions on November 5, 2007 to amend the Rights Agreement as stated below and in accordance with Section 26 thereof; and

WHEREAS, the Company has directed the Rights Agent to adopt this Fourth Amendment.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree as follows:

1.             Section 1(a) of the Rights Agreement is hereby amended in its entirety to read as follows:

  “(a)  “Acquiring Person” shall mean any Person (as such term is defined in this Agreement) who or which, together with all Affiliates and Associates (as such terms are defined in this Agreement) of such Person, shall be the Beneficial Owner (as such term is defined in this Agreement) of 15% or more of the shares of Common Stock then outstanding; provided, however, that an Acquiring Person shall not include the Company, any Subsidiary (as such term is defined in this Agreement) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding shares of Common Stock for or pursuant to the terms of any such plan, LOF Partners, LLC or its Affiliates and Associates (including Life Sciences Opportunities Fund, L.P., Life Sciences Opportunities Fund II, L.P. and Life Sciences Opportunities Fund II (Institutional), L.P.) (collectively, “LOF”) or Partners for Growth, L.P. or any of its Affiliates and Associates (collectively “PFG”); provided, however, that if PFG shall become the Beneficial Owner of an aggregate of 19.99% or more of the shares of Common Stock then outstanding (regardless of whether such Common Stock was acquired before or after the date hereof), then PFG shall be deemed an “Acquiring Person.”  Notwithstanding the foregoing, no Person shall be deemed to be an “Acquiring Person” (including PFG) either (i) as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 15% or more (or with respect to PFG, 19.99% or more) of the shares of Common Stock then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more (or with respect to PFG, 19.99% or more) of the shares of Common Stock then outstanding by reason of share acquisitions by the Company and if such Person shall, after such share acquisitions by the Company, become the Beneficial Owner of any additional shares of Common Stock representing one percent (1%) or more of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person (unless such Person shall be the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding shares of Common Stock for or pursuant to the terms of any such plan, or LOF) shall be deemed an “Acquiring Person,” or (ii) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined by the foregoing provisions of this paragraph (a), has become such inadvertently, and such person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” as defined by the foregoing provisions of this paragraph (a).”

2.             The Rights Agreement shall remain in full force and effect without amendment except this Fourth Amendment and any other amendment made in accordance with Section 26 of the Rights Agreement.  All references in the Rights Agreement to “this Agreement” or the “Agreement” or “hereof” and all references in this Fourth Amendment to the Agreement shall hereafter be deemed to be references to the Rights Agreement as amended by

this Fourth Amendment and any other amendment made in accordance with Section 26 of the Rights Agreement.  All terms used but not defined in this Fourth Amendment shall have the meanings ascribed to them in the Rights Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the day and year first above written.

BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/ Christine Farrell
Name:	Christine Farrell
Title:	Vice President of Finance
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/ Wilbert Myles
Name:	Wilbert Myles
Title:	Vice President