-----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, Cn5cUZyt6CvR+koH3cuHuHGwj/0Pfpjxe0ilggYkuXa9xeyXnIkb+whvAr9x/0ub g2VGueW4rvX/iHs6rQS/sg== 0001193125-09-177574.txt : 20090818 0001193125-09-177574.hdr.sgml : 20090818 20090818163029 ACCESSION NUMBER: 0001193125-09-177574 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090814 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090818 DATE AS OF CHANGE: 20090818 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: 091021897 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): August 14, 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 August 14, 2009, Bioject Medical Technologies Inc. entered into Convertible Subordinated Promissory Note Third Extension Agreements (the “Third Extensions”) 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 Third Extensions extend the maturity date of the Notes from August 15, 2009 to August 31, 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 Third Extension Agreement, dated August 14, 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: August 18, 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 THIRD EXTENSION AGREEMENT Convertible Subordinated Promissory Note Third Extension Agreement

Exhibit 10.1

CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE

THIRD 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 Maturity Date of the Note was extended from May 15 2009 to July 15, 2009, pursuant to an Extension Agreement dated April 6, 2009, between the Company and the Lender; and the Maturity Date of the Note was further extended from July 15, 2009 to August 15, 2009, pursuant to the Second Extension Agreement dated July 13, 2009, between the Company and the Lender;

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 August 31, 2009;

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

The Maturity Date of the Note is hereby extended to August 31, 2009 and all principal and interest due and payable on the Note shall be due and payable on August 31, 2009 (the “Third 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 were not and are not amended in any manner by the Extension Agreement, the Second Extension Agreement and this Third Extension Agreement.

Dated: August 14, 2009

 

LIFE SCIENCES OPPORTUNITIES FUND II (INSTITUTIONAL), L.P.
By:  

/s/    Al Hansen

  Signet Healthcare Partners, LLC, General Partner
  Al Hansen, Managing Director
Bioject Medical Technologies, Inc.
By:  

/s/    Ralph Makar

  Ralph Makar
  President and Chief Executive Officer


CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE

THIRD 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 Maturity Date of the Note was extended from May 15 2009 to July 15, 2009, pursuant to an Extension Agreement dated April 6, 2009, between the Company and the Lender; and the Maturity Date of the Note was further extended from July 15, 2009 to August 15, 2009, pursuant to the Second Extension Agreement dated July 13, 2009, between the Company and the Lender;

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 August 31, 2009;

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

The Maturity Date of the Note is hereby extended to August 31, 2009 and all principal and interest due and payable on the Note shall be due and payable on August 31, 2009 (the “Third 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 were not and are not amended in any manner by the Extension Agreement, the Second Extension Agreement and this Third Extension Agreement.

 

Dated: August 14, 2009
LIFE SCIENCES OPPORTUNITIES FUND II, L.P.
By:  

/s/    Al Hansen

  Signet Healthcare Partners, LLC, General Partner
  Al Hansen, Managing Director
Bioject Medical Technologies, Inc.
By:  

/s/    Ralph Makar

  Ralph Makar
  President and Chief Executive Officer
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