-----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, R15rhtmnqRp/Hx4uCkPGA79F8s/V20oWfCV9tE/cr8YKQ8FfVPHLc8wUxhMN7Cig bNxfKGFfYKcbniepjKuWGA== 0001193125-09-075154.txt : 20090408 0001193125-09-075154.hdr.sgml : 20090408 20090408080054 ACCESSION NUMBER: 0001193125-09-075154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090406 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090408 DATE AS OF CHANGE: 20090408 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: 09738787 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): April 6, 2009

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 1.01 Entry into a Material Definitive Agreement

On April 6, 2009, Bioject Medical Technologies Inc. (“Bioject”) entered into a Convertible Subordinated Promissory Note Extension Agreement (each, an “Extension”) with each of Life Sciences Opportunities Fund II (Institutional), L.P. and Life Sciences Opportunities Fund II, L.P. (collectively, the “LOF Funds”) relating to those two Convertible Subordinated Promissory Notes, dated as of December 5, 2007, issued by Bioject to the LOF Funds in the aggregate principal amount of $600,000 (the “Notes”). The Extensions extend the maturity date of the Notes from May 15, 2009 to July 15, 2009.

 

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:

 

10.1    Convertible Subordinated Promissory Note Extension Agreement, dated April 6, 2009, between Bioject Medical Technologies, Inc. and Life Sciences Opportunities Fund II (Institutional), L.P.
10.2    Convertible Subordinated Promissory Note Extension Agreement, dated April 6, 2009, between Bioject Medical Technologies, Inc. and Life Sciences Opportunities Fund II, L.P.

 

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: April 8, 2009     BIOJECT MEDICAL TECHNOLOGIES INC.
    (Registrant)
    /s/ CHRISTINE M. FARRELL
    Christine M. Farrell
    Vice President of Finance
    (Principal Financial and Accounting Officer)

 

2

EX-10.1 2 dex101.htm CONVERTIBLE SUBORDINATED PROMISSORY NOTE EXTENSION AGREEMENT Convertible Subordinated Promissory Note Extension Agreement

EXHIBIT 10.1

CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE EXTENSION AGREEMENT

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), borrowed $508,896 from Life Sciences Opportunities Fund II (Institutional) , L.P. , a Delaware Limited Partnership (“the Lender”), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the “Note”); and

Whereas, the Note currently matures on May 15, 2009; and

Whereas, no principal and interest have been paid to date on the Note; and

Whereas, the Company has requested that the Lender extend the maturity date of the Note and all principal and interest due thereon to July 15, 2009;

For good and valuable consideration, the Company and the Lender agree as follow:

The maturity date of the Note is hereby extended to July 15, 2009 and all principal and interest due and payable on the Note shall be due and payable on July 15, 2009 (the “Extension”). All of the other terms and conditions of the Note, the Convertible Note Purchase and Warrant Agreement between the Company and the Lender dated as of December 5, 2007, as amended as of December 19, 2007, the Warrant to purchase 67,853 shares of the Company’s Common Stock issued by the Company to the Lender on December 5, 2007 and the Registration Rights Agreement between the Company and the Lender dated as of December 5, 2007, shall remain in full force and effect and are not amended in any manner by the Extension.

Dated: April 6, 2009

 

LIFE SCIENCES OPPORTUNITIES FUND II
(INSTITUTIONAL), L.P.
By:   /s/ James Gale
  Signet Healthcare Partners, LLC, General Partner
  James Gale, Managing Director
Bioject Medical Technologies, Inc.
By:   /s/ Ralph Makar
  Ralph Makar
  President and Chief Executive Officer
EX-10.2 3 dex102.htm CONVERTIBLE SUBORDINATED PROMISSORY NOTE EXTENSION AGREEMENT Convertible Subordinated Promissory Note Extension Agreement

EXHIBIT 10.2

CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE EXTENSION AGREEMENT

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), borrowed $91,104 from Life Sciences Opportunities Fund II, L.P., a Delaware Limited Partnership (“the Lender”), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the “Note”); and

Whereas, the Note currently matures on May 15, 2009; and

Whereas, no principal and interest have been paid to date on the Note; and

Whereas, the Company has requested that the Lender extend the maturity date of the Note and all principal and interest due thereon to July 15, 2009;

For good and valuable consideration, the Company and the Lender agree as follow:

The maturity date of the Note is hereby extended to July 15, 2009 and all principal and interest due and payable on the Note shall be due and payable on July 15, 2009 (the “Extension”). All of the other terms and conditions of the Note, the Convertible Note Purchase and Warrant Agreement between the Company and the Lender dated as of December 5, 2007, as amended as of December 19, 2007, the Warrant to purchase 12,147 shares of the Company’s Common Stock issued by the Company to the Lender on December 5, 2007 and the Registration Rights Agreement between the Company and the Lender dated as of December 5, 2007, shall remain in full force and effect and are not amended in any manner by the Extension.

 

Dated: April 6, 2009
LIFE SCIENCES OPPORTUNITIES FUND II, L.P.
By:   /s/ James Gale
  Signet Healthcare Partners, LLC, General Partner
  James Gale, Managing Director
Bioject Medical Technologies, Inc.
By:   /s/ Ralph Makar
  Ralph Makar
  President and Chief Executive Officer
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