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): June 10, 2010

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On June 10, 2010, Bioject Medical Technologies Inc.’s (“Bioject”) shareholders approved amendments to the 2002 Restated Stock Incentive Plan to (i) reserve an additional 1,500,000 shares for the 2002 Restated Stock Incentive Plan, thereby increasing the total number of shares reserved for issuance under the 2002 Restated Stock Incentive Plan to 5,400,000 shares and (ii) extend the expiration date of the Plan from June 30, 2010 to June 9, 2020.

On June 10, 2010, pursuant to the 2002 Restated Stock Incentive Plan, the Board of Directors made the following option grants to named executive officers:

Name	Number of Shares of Common Stock Underlying Option (1)	Exercise Price Per Share
Ralph Makar	330,000	$	0.15
Christine M. Farrell	240,000	$	0.15
Richard R. Stout, M.D.	270,000	$	0.15

(1) Each option will vest 1/4 annually on the first four anniversaries of the date of grant.

Pursuant to Ralph Makar’s Employment Agreement dated October 1, 2007, Mr. Makar is eligible to receive a target of 200,000 restricted stock units for each of the 2008 and 2009 calendar years based upon his achievement in each period of certain milestones. The employment agreement provides that such restricted stock units will vest 1/3 annually on the first three anniversaries of the date of grant. On June 10, 2010, the Board of Directors awarded Mr. Makar 400,000 restricted stock units pursuant to his employment agreement with respect to performance in calendar years 2008 and 2009. Of the 400,000 restricted stock units awards, 1/2 were vested as of the grant date and an additional 1/4 will vest annually on the first two anniversaries of the grant date. Accelerated vesting was in lieu of any cash bonus.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 10, 2010, Bioject held its Annual Meeting of Shareholders. Final voting results for each proposal are set forth in the tables below:

1. The shareholders elected the four nominees for director to the Board of Directors. The four directors elected, along with the voting results, were as follows:

Name	Class	No. of Shares  Voting For	No. of Shares Withheld Voting
Edward L. Flynn	2	23,672,962	240,081
David S. Tierney, M.D.	2	23,826,730	86,313
Al Hansen	3	23,677,752	235,291
Mark Logomasini	3	23,650,249	262,794

2. To amend the 1992 Stock Incentive Plan to increase the number of shares available for issuance thereunder and to extend the expiration date:

No. of Shares Voting For:	No. of Shares Voting Against:	No. of Shares Abstaining:	No. of Broker Non-Votes:
22,912,462	958,042	42,539	7,514,979

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3. To amend Article IX and delete Article X of our 2002 Amended and Restated Articles of Incorporation to declassify Bioject’s Board of Directors and eliminate a 75% shareholder voting requirement for certain matters:

Classes	No. of Shares Voting For:	No. of Shares Voting  Against:	No. of  Shares Abstaining:	No. of  Broker Non-Votes:
Common Stock	13,759,317	1,796,869	641,090	—
Series D Preferred Stock	1,846,154	—	—	—
Series E Preferred Stock	3,308,392	—	—	—
Series F Preferred Stock	831,400	—	—	—
Series G Preferred Stock	9,244,800	—	—	—

4. To approve an amendment to our 2002 Amended and Restated Articles of Incorporation to increase the number of authorized shares of preferred stock:

Classes	No. of Shares Voting For:	No. of Shares Voting  Against:	No. of  Shares Abstaining:	No. of  Broker Non-Votes:
Common Stock	7,644,341	968,195	69,761	7,514,979
Series D Preferred Stock	1,846,154	—	—	—
Series E Preferred Stock	3,308,392	—	—	—
Series F Preferred Stock	831,400	—	—	—
Series G Preferred Stock	9,244,800	—	—	—

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:

3 Articles of Amendment to 2002 Amended and Restated Articles of Incorporation.

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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: June 15, 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-3

Exhibit 3

ARTICLES OF AMENDMENT TO

2002 RESTATED ARTICLES OF INCORPORATION

OF

BIOJECT MEDICAL TECHNOLOGIES INC.

1. The name of the corporation is Bioject Medical Technologies Inc.

2. Article IX of the corporation’s 2002 Restated Articles of Incorporation is amended in its entirety as follows:

ARTICLE IX

Directors

Section 1. Number of Directors. The Board of Directors shall consist of not less than four nor more than eleven, the exact number to be set as provided herein. Until increased or decreased as provided herein, the Board of Directors shall consist of six members. The Board of Directors is authorized to increase or decrease the size of the Board of Directors (within the range specified above) at any time by the affirmative vote of two-thirds of the directors then in office. Without the unanimous consent of the directors then in office, no more than two additional directors shall be added to the Board of Directors in any 12-month period. Without the unanimous approval of the directors then in office, no person who is affiliated as an owner, director, officer, employee or consultant of a company or business deemed by the Board of Directors to be competitive with that of the Corporation shall be eligible to serve of the Board of Directors of the Corporation.

Section 2. Board Composition.

Section 2.1. Classified Board. Subject to Section 2.2 of this Article IX, the Board shall be divided into three classes: Class I Directors, Class II Directors and Class III Directors. Each such class of directors shall be nearly equal in number of directors as possible. Each director shall serve for a term ending at the third annual shareholders’ meeting following the annual meeting at which such director was elected; provided, however, that the directors first elected as Class I Directors shall serve for a term ending at the annual meeting to be held in the year following the first election of directors by classes, the directors first elected as Class II Directors shall serve for a term ending at the annual meeting to be held in the second year following the first election of directors by classes and the directors first elected as Class III directors shall serve for a term ending at the annual meeting to be held in the third year following the first election of directors by classes. Notwithstanding the foregoing, each director shall serve until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal.

Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as possible, upon any change in the authorized number of directors, each director then continuing to serve as such will nevertheless continue as a director of the class of which he or she is a member, until the expiration of his or her current term or his or her earlier death, resignation or removal.

Section 2.2. Declassified Board. Notwithstanding anything contained in Section 2 of this Article IX to the contrary, beginning at the 2011 Annual Meeting of Shareholders, directors will be elected annually for one-year terms, except that any director whose term expires at the 2012 Annual Meeting of Shareholders or the 2013 Annual Meeting of Shareholders will continue to hold office until the end of the term for which that Director was elected or appointed and until

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that Director’s successor has been elected and qualified, subject, to his or her prior death, resignation, retirement, disqualification, or removal from office. Accordingly, (i) at the 2011 Annual Meeting of Shareholders, the directors whose terms expire at that meeting will be elected to hold office for a one-year term expiring at the 2012 Annual Meeting of Shareholders; (ii) at the 2012 Annual Meeting of Shareholders, the directors whose terms expire at that meeting will be elected to hold office for a one-year term expiring at the 2013 Annual Meeting of Shareholders; and (iii) at the 2013 Annual Meeting of Shareholders, the directors whose terms expire at that meeting will be elected to hold office for a one-year term expiring at the 2014 Annual Meeting of Shareholders.

Section 2.3. Vacancies. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any Director so chosen shall hold office until the next annual meeting of the Shareholders and until his or her successor has been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 3. Removal of Directors. Directors may be removed with or without cause.

3. Article X of the corporation’s 2002 Restated Articles of Incorporation is deleted in its entirety.

4. The amendment to the 2002 Restated Articles of Incorporation was approved by the Board of Directors on March 31, 2010.

5. The amendment to the 2002 Restated Articles of Incorporation include amendments requiring shareholder approval. The shareholders approved the amendment on June 10, 2010. The (i) designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment and (ii) total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment is as follows:

Voting Group and Designation	Number of  shares outstanding	Number of votes entitled  to be cast	Number of votes cast “for”	Number of votes cast “against”
Common Stock	17,779,111	17,779,111	13,759,317	1,796,869
Series D Preferred Stock	1,846,154	1,846,154	1,846,154	—
Series E Preferred Stock	3,308,392	3,308,392	3,308,392	—
Series F Preferred Stock	831,400	831,400	831,400	—
Series G Preferred Stock	9,244,800	9,244,800	9,244,800	—

The undersigned executed these Articles of Amendment on June 14, 2010.

BIOJECT MEDICAL TECHNOLOGIES, INC.
By:	/s/ Ralph Makar
	Ralph Makar
	President and Chief Executive Officer

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