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): March 31, 2011
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) |
Registrants 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 March 31, 2011, Bioject Medical Technologies Inc. entered into amendment to its lease agreement with MEPT Commerce Park Tualatin II and III LLC related to its Tualatin, Oregon facility (the Amendment). The Amendment provides for the repayment of rent previously deferred under the lease at the rate of $2,000 per month for the period April 1, 2011 through March 31, 2012 and $3,742 per month for the period April 1, 2012 through December 31, 2014.
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:
10.1 | Fifth Amendment to Lease Agreement between MEPT Commerce Park Tualatin II and III LLC and Bioject Medical Technologies Inc. dated March 31, 2011. |
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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: March 31, 2011 | 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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EXHIBIT 10.1
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT is made and entered into as of March 31, 2011 by and between MEPT Commerce Park Tualatin II and III LLC, a Delaware limited liability company (the Landlord), and Bioject Medical Technologies, Inc., an Oregon corporation (the Tenant). All capitalized terms not defined herein shall have the meanings given to them in the Lease (defined below).
RECITALS
A. Landlord and Tenant are parties to that certain Lease dated October 24, 2003, as amended by that certain First Amendment to Lease dated December 2003, a Second Amendment to Lease dated November 18, 2008, a Third Amendment to Lease dated March 25, 2009, and a Fourth Amendment Dated June 30, 2009 (collectively, the Lease), for certain Premises containing approximately 40,572 square feet (the Premises) within Building H of the project commonly known as Tualatin Corporate Center (the Project). The Premises is more particularly described in the Lease.
B. Tenant desires to extend the repayment period for the Partial Abatement (defined in the Second Amendment), Partial Abatement II (defined in the Third Amendment) and Partial Abatement III (defined in the Fourth Amendment) (collectively, the Rent Abatements). Landlord desires to accommodate Tenants request on the terms and conditions set forth below.
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to amend the Lease as follows:
1. Repayment Schedule for Rent Abatements. As of March 31, 2011, the outstanding balance owing by the Tenant for the Rent Abatements is $122,540.84. On or before the 1st day of each month, Tenant shall commence repaying the Rent Abatements, plus accrued interest at the rate of 9% per annum, compounded monthly, in accordance with the following schedule:
Repayment Period | Monthly Installment | |||
April 1, 2011 March 31, 2012 |
$ | 2,000.00 | ||
April 1, 2012 December 31, 2014 |
$ | 3,741.65 |
The monthly installments in repayment of the Rent Abatements are in addition to Base Rent and all other sums due under the Lease by Tenant. In the event that the Lease terminates prior to the repayment of the Rent Abatements, the entire outstanding balance (plus accrued interest) shall immediately become due and payable by Tenant.
2. Non-Waiver. The modification of the repayment terms for the Rent Abatements shall not be deemed a waiver by Landlord of its right to demand the prompt payment of Base Rent and other sums due under the Lease now or in the future. Furthermore, the failure of the Tenant to comply with the terms of this Amendment or to pay the monthly installment of the Rent Abatements as provided above when due shall be a default and Landlord shall be entitled to pursue all of its remedies under the Lease for non-payment of Rent.
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3. Full Force and Effect. The terms and conditions of the Lease, as modified by this Amendment, shall remain in full force and effect are hereby ratified and affirmed.
DATED as of the date first above written.
LANDLORD: |
TENANT: | |||||||
MEPT Commerce Park Tualatin II and III LLC, a Delaware limited liability company | BIOJECT MEDICAL TECHNOLOGIES, INC., an Oregon corporation | |||||||
By: MEPT Edgemoor REIT LLC, a Delaware limited liability company, its Manager | By: Name: Its: |
/s/ Ralph Makar Ralph Makar President and Chief Executive Officer | ||||||
By: | Bentall Kennedy (U.S.) LP, its Authorized Signatory |
|||||||
By: | Bentall Kennedy (U.S.) G.P. LLC, its General Partner |
|||||||
By: | /s/ Michael R. McCormick Michael R. McCormick Senior Vice President |
|||||||
Date: | March 31, 2011 |
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