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): November 10, 2008

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-15360

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 2.02 Results of Operations and Financial Condition

On November 10, 2008, Bioject Medical Technologies Inc. (“Bioject”) issued a press release announcing a net loss allocable to common shareholders of $1.1 million, or $0.07 per share, on revenues of $1.7 million for its third quarter ended September 30, 2008. Bioject also announced a net loss allocable to common shareholders of $2.8 million, or $0.18 per share, on revenues of $5.1 million for the nine-month period ended September 30, 2008. 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 November 10, 2008 announcing Bioject Medical Technologies Inc.’s results for its third quarter ended September 30, 2008.

1

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: November 10, 2008	BIOJECT MEDICAL TECHNOLOGIES INC. (Registrant)
	/s/ CHRISTINE M. FARRELL
	Christine M. Farrell
	Vice President of Finance
	(Principal Financial and Accounting Officer)

2

EX-99.1

EXHIBIT 99.1

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 REPORTS THIRD-QUARTER 2008 RESULTS

PORTLAND, OR, November 10, 2008 – Bioject Medical Technologies Inc. (OTCBB: BJCT), a leading developer of needle-free injection therapy systems, today announced financial results for the third quarter of 2008.

For the third quarter of 2008, Bioject reported revenues of $1.7 million, compared to $1.8 million reported in the comparable year ago quarter. Third-quarter 2008 product sales were $1.5 million compared to $1.7 million in the third quarter of the prior year. License and technology fees for the third quarter of 2008 were $139,000, compared to $83,000 in the year-ago quarter. Operating expenses for the third quarter of 2008 were $2.2 million, compared to $2.7 million in the comparable 2007 third quarter, a 19% decrease from the year ago period. The Company reported a third quarter 2008 operating loss of $525,000 compared to an operating loss of $890,000 in the prior year period, despite having revenues $147,000 lower than in the prior year period. Included in the current quarter operating loss of $525,000 is $423,000 of non-cash charges comprised of non-cash compensation expense related to the fair value of stock-based awards, warrants and stock funding of $212,000 and depreciation and amortization of $211,000. The Company reported a third quarter 2008 net loss allocable to common shareholders of $1.1 million, compared to net loss allocable to common shareholders of $725,000 in the comparable year-ago quarter. The third quarter 2008 net loss of $1.1 million includes a $598,000 non-cash charge recognized when the Company’s $1.25 million convertible loan with Partners For Growth, L.P. was significantly modified. Due to the modification, the debt was considered to be extinguished. Consequently, the Company revalued the loan at its fair value at the date of modification, and the $598,000 loss on extinguishment of debt was recorded as a non-operating, non-cash expense during the quarter. At September 30, 2008, the Company reported cash, cash equivalents and marketable securities of $1.6 million.

Basic and diluted net loss per common share for the third quarter of 2008 were $0.07 per share on 16.0 million weighted average shares outstanding, compared to a net loss of $0.05 per share on 15.1 million weighted average shares outstanding for the same period last year.

For the nine months ended September 30, 2008, Bioject reported a net loss allocable to common shareholders of $2.8 million on revenues of $5.1 million. This compares to a net loss allocable to common shareholders of $4.0 million on revenues of $6.7 million for the same period last year.

Basic and diluted net loss per share for the nine months ended September 30, 2008 were $0.18 per share on 15.7 million weighted average shares outstanding compared to a net loss of $0.27 per share on 15.0 million weighted average shares outstanding for the comparable period last year.

“While today’s challenging financial environment is affecting all companies worldwide, Bioject continues to prudently manage its operations by delivering a 41% reduction in operating loss for the third quarter of 2008 and a 31% reduction in operating loss for the first nine months of 2008 as compared to the respective prior year time periods,” said Ralph Makar, Bioject’s President and CEO. “Although our cash operating loss has decreased significantly, we continue to manage cash carefully. In addition, due to the challenge of moving our new drug+device strategy forward in this difficult economic climate, we have enlisted the services of Ferghana Partners to assist us in pursuing various strategic alternatives, which we believe will maximize the value of the Company and its products for shareholders,” said Mr. Makar.

The Company will conduct a conference call to discuss third-quarter results on Tuesday, November 11, 2008 at 10:00 a.m. Eastern Standard Time. Live audio of the conference call will be available to investors, members of the news media and the general public. To participate in the call via telephone, please dial 1-877-407-8037.

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 work 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 possible strategic alternatives. 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 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, uncertainties related to the time required for the Company to complete research and development, obtain necessary clinical data and government clearances, the risk that it may not be able to secure financing on acceptable terms if at all. 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]

Bioject Medical Technologies Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Revenue:
Net sales of products	$	1,512		$	1,714		$	4,569		$	5,301
License and technology fees		139			83			545			1,377
		1,651			1,797			5,114			6,678
Operating expenses:
Manufacturing		1,083			1,556			3,372			4,787
Research and development		493			678			1,631			2,430
Selling, general and administrative		600			453			2,125			2,384
Total operating expenses		2,176			2,687			7,128			9,601
Operating loss		(525	)		(890	)		(2,014	)		(2,923	)
Interest income		10			28			34			93
Interest expense		(126	)		(175	)		(454	)		(472	)
Loss on extinguishment of debt		(598	)		—			(598	)		—
Change in fair value of derivative liabilities		199			414			424			(414	)
Loss from operations before preferred stock dividend and beneficial conversion		(1,040	)		(623	)		(2,608	)		(3,716	)
Preferred stock dividend		(12	)		(102	)		(197	)		(292	)
Net loss allocable to common shareholders	$	(1,052	)	$	(725	)	$	(2,805	)	$	(4,008	)
Basic and diluted net loss per common share	$	(0.07	)	$	(0.05	)	$	(0.18	)	$	(0.27	)
Shares used in per share calculations		15,955,877			15,149,821			15,700,463			14,962,750

Bioject Medical Technologies Inc.

Condensed Consolidated Balance Sheet Data (Unaudited)

(In thousands)

	September 30, 2008			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	891		$	1,723
Marketable securities		684			667
Accounts receivable		543			847
Inventories		957			777
Other		46			324
		3,121			4,338
Property and equipment, net		1,759			2,297
Goodwill		—			94
Other assets, net		1,291			1,240
Total assets	$	6,171		$	7,969
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term notes payable	$	969		$	827
Current portion of long-term debt		639			167
Accounts payable and accrued liabilities		1,508			2,080
Derivative liabilities		121			528
Deferred revenue		298			316
		3,535			3,918
Long term liabilities:
Long-term debt		—			1,224
Deferred revenue		1,217			102
Other long-term liabilities		272			316
Shareholders’ equity:
Preferred stock		8,015			7,195
Common stock		113,741			113,018
Accumulated deficit		(120,609	)		(117,804	)
		1,147			2,409
Total liabilities and shareholders’ equity	$	6,171		$	7,969

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