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): January 8, 2010

Commission File No. 0-15360

Bioject Medical Technologies, Inc.

(Exact name of registrant as specified in its charter)

Oregon	0-15360	93-1099680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20245 SW 95th Avenue

Tualatin, Oregon 97062

(Address of Principal Executive Offices)

(503) 692-8001

(Registrant’s telephone number, including area code)

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 January 8, 2010, Bioject Medical Technologies, Inc. (the “Company”) entered into a Fifth Amendment to Rights Agreement, dated as of January 8, 2010, with the American Stock Transfer & Trust Company, LLC (the “Rights Agent”), amending the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended. The amendment changed the expiration date of the rights issued under the Rights Agreement to January 10, 2010. The amendment was required pursuant to the Series G Convertible Preferred Stock Purchase Agreement, dated December 18, 2009, between the Company and the purchasers identified therein. The foregoing description of the amendment is qualified in its entirety by reference to the Fifth Amendment to Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by this reference.

Item 3.03 Material Modification to Rights of Security Holders.

As discussed in Item 1.01 above, on January 8, 2010, Bioject Medical Technologies, Inc. (the “Company”) entered into a Fifth Amendment to Rights Agreement, dated as of January 8, 2010, with the American Stock Transfer & Trust Company, LLC (the “Rights Agent”), amending the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended. The amendment changed the expiration date of the rights issued under the Rights Agreement to January 10, 2010. The amendment was required pursuant to the Series G Convertible Preferred Stock Purchase Agreement, dated December 18, 2009, between the Company and the purchasers identified therein. The foregoing description of the amendment is qualified in its entirety by reference to the Fifth Amendment to Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

4.1 Fifth Amendment to Rights Agreement, dated as of January 8, 2010, between Bioject Medical Technologies, Inc. and American Stock Transfer & Trust Company, LLC.

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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: January 14, 2010	BIOJECT MEDICAL TECHNOLOGIES INC.
	(Registrant)
	/s/    CHRISTINE M. FARRELL
	Christine M. Farrell
	Vice President of Finance
	(Principal Financial and Accounting Officer)

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EX-4.1

Exhibit 4.1

BIOJECT MEDICAL TECHNOLOGIES INC.

FIFTH AMENDMENT TO RIGHTS AGREEMENT

This Fifth Amendment to Rights Agreement, dated as of January 8, 2010 (this “Fifth 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; the Third Amendment to Rights Agreement dated as of March 8, 2006; and the Fourth Amendment to Rights Agreement dated as of November 20, 2007 (the “Rights Agreement”).

Recitals

A. The Company and the Rights Agent have entered into the Rights Agreement.

B. The Board of Directors of the Company adopted resolutions on December 18, 2009 to amend the Rights Agreement as stated below and in accordance with Section 26 thereof.

C. The Company has directed the Rights Agent to adopt this Fifth Amendment.

Agreement

In consideration of the mutual agreements set forth herein, the parties agree as follows:

1. Section 7(a) of the Rights Agreement is hereby amended in its entirety to read as follows:

“(a) At any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on January 10, 2010 or such later date as may be established by the Board of Directors prior to the expiration of the Rights (the “Final Expiration Date”) or (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”), subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) and exchange provisions in Section 24 hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Right that is exercised.”

2. The Rights Agreement will remain in full force and effect without amendment except this Fifth 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 Fifth Amendment to the Agreement will hereafter be deemed to be references to the Rights Agreement as amended by this Fifth Amendment and any other amendment made in accordance with Section 26 of the Rights Agreement. All terms used but not defined in this Fifth Amendment have the meanings ascribed to them in the Rights Agreement.

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The parties hereto have caused this Fifth 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, LLC
By:	/s/ Herbert J. Lemmer
Name:	Herbert J. Lemmer
Title:	Vice President

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