-----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, WD6dpQPAJ2lbeE2N7Wbm643zKVBxlpM3FZpYeh/dVXiXiZevp4Q6cBaJlIM4bOKP PSF48PG8tnyQ1UNn72ucpg== 0001193125-08-122548.txt : 20080527 0001193125-08-122548.hdr.sgml : 20080526 20080527163018 ACCESSION NUMBER: 0001193125-08-122548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080520 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 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: 08861065 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 d8k.htm FORM 8-K Form 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):     May 20, 2008

 

 

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: (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:

 

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

 

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

 

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

 

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

 

 

 

 


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Bioject Medical Technologies Inc. (the “Company”) announced on November 20, 2007 that it had received a Nasdaq Staff Deficiency Letter on November 19, 2007 stating that the Company failed to comply with the minimum bid price requirement for continued listing set forth in Marketplace Rule 4310(c)(4) (the “Rule”) because for 30 consecutive business days the bid price of the Company’s common stock had closed below the $1.00 minimum bid requirement. In accordance with NASDAQ Marketplace Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or until May 19, 2008, to regain compliance with the Rule.

The Company did not regain compliance with the Rule by May 19, 2008 and, accordingly, on May 20, 2008 the Company received written notification from NASDAQ (the “Staff Determination”) that the Company’s securities would be subject to delisting as a result of the deficiency unless the Company requested a hearing before a NASDAQ Listing Qualifications Panel (the “NASDAQ Panel”).

The Company plans to request a hearing before the NASDAQ Panel to address the bid price deficiency, which will stay any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing. The Company anticipates that the hearing will be scheduled to occur within the next 45-60 days. There can be no assurance that the Panel will grant the Company’s request for continued listing.

A copy of the Company’s press release announcing receipt of the Staff Determination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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 issued by Bioject Medical Technologies Inc. dated May 23, 2008.

 


SIGNATURE

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: May 27, 2008    

BIOJECT MEDICAL TECHNOLOGIES INC.

(Registrant)

    /s/ CHRISTINE M. FARRELL
    Christine M. Farrell
    Vice President of Finance
    (Principal Financial and Accounting Officer)

 

 

 

 

 

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

LOGO

 

For Further Information Contact:

Bioject Medical Technologies Inc.

 

Ralph Makar

President and CEO

503-692-8001 ext. 4137

 

Chris Farrell

Vice President of Finance

503-692-8001 ext. 4132

BIOJECT RECEIVES NASDAQ STAFF DETERMINATION

Company to Request Hearing Citing New Strategic Plan

PORTLAND, OR, May 23, 2008 Bioject Medical Technologies Inc. (NASDAQ: BJCT), a leading developer of needle-free injection therapy systems, today announced that, as anticipated, on May 20, 2008, the Company received a letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC (the “Staff Determination”) notifying the Company that, based upon the Company’s non-compliance with the $1.00 minimum bid price requirement set forth in NASDAQ Marketplace Rule 4310(c)(4), the Company’s securities are subject to delisting from The NASDAQ Capital Market unless the Company requests a hearing before the NASDAQ Listing Qualifications Panel (the “NASDAQ Panel”).

The Company plans to request a hearing before the NASDAQ Panel, which will stay any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing. The Company anticipates that the hearing will be scheduled to occur within the next 45-60 days. There can be no assurance that the Panel will grant the Company’s request for continued listing.

“Given the new strategy and the envisioned activities anticipated to transpire in the near future, Bioject plans to fully pursue the NASDAQ hearing process and all viable options, which are aligned with the long term interests of the Company, to remain listed on the NASDAQ,” said Ralph Makar, President and CEO of Bioject. “The team at Bioject is excited about the new strategic plan and has already taken the initial steps to take the organization to the next level.”

As previously disclosed by the Company on November 20, 2007, the recent Staff Determination follows correspondence from NASDAQ indicating that, should the Company fail to regain compliance with the $1.00 minimum bid price requirement by May 19, 2008, NASDAQ would provide the Company with written notification of such non-compliance and the opportunity to request a hearing before the NASDAQ Panel.

Bioject Medical Technologies Inc., based in Portland, Oregon, is an innovative developer and manufacturer of needle-free injection therapy systems (NFITS). NFITS provide an empowering technology and 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, regarding regaining compliance with NASDAQ listing standards. 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 Bioject’s stock price may not increase adequately to satisfy the minimum bid requirement, the risk that NASDAQ does not agree that our proposal to regain compliance with listing standards is likely to achieve success, and the risk that Bioject’s new strategic plan will not render the anticipated benefits to the Company and its 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.

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