0001144204-13-009561.txt : 20130219 0001144204-13-009561.hdr.sgml : 20130219 20130215115012 ACCESSION NUMBER: 0001144204-13-009561 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130215 GROUP MEMBERS: DON A. SANDERS GROUP MEMBERS: JAMES C. GALE GROUP MEMBERS: LIFE SCIENCES OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. GROUP MEMBERS: SIGNET HEALTHCARE PARTNERS, LLC GROUP MEMBERS: SMW INVESTMENTS I, LLC GROUP MEMBERS: SOF MANAGEMENT, LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40150 FILM NUMBER: 13618172 BUSINESS ADDRESS: STREET 1: 7180 SW SANDBURG STREET, SUITE 100 CITY: TIGARD STATE: OR ZIP: 97223 BUSINESS PHONE: 503-692-8001 MAIL ADDRESS: STREET 1: 7180 SW SANDBURG STREET, SUITE 100 CITY: TIGARD STATE: OR ZIP: 97223 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIFE SCIENCES OPPORTUNITIES FUND II LP CENTRAL INDEX KEY: 0001269415 IRS NUMBER: 571190948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-419-3900 MAIL ADDRESS: STREET 1: 126 E 56TH STREET STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 v335384_sc13da.htm AMENDMENT TO SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

BIOJECT MEDICAL TECHNOLOGIES INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

09059T206

(CUSIP Number)

 

John T. Unger

600 Travis, Suite 5800, Houston, Texas 77002

713-993-4645

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 24, 2013

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note. Schedules filed in paper form shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

CUSIP NO. 09059T206 13G Page 2 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS
   
   
  Life Sciences Opportunities Fund II, L.P.
  Life Sciences Opportunities Fund II (Institutional), L.P.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) x
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware limited partnerships

 

 

NUMBER OF 5 SOLE VOTING POWER 37,027,590
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER 37,027,590
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER None

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  37,027,590
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56.0%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  PN

 

 

 
 

 

CUSIP NO. 09059T206 13G Page 3 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS
   
  Life Sciences Opportunities Fund II, L.P.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) x
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware limited partnership

 

 

NUMBER OF 5 SOLE VOTING POWER 5,622,237
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER 5,622,237
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER None

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,622,237
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.5%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  PN

 

 

 
 

 

CUSIP NO. 09059T206 13G Page 4 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS/
 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

   
  Life Sciences Opportunities Fund II (Institutional), L.P.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) x
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware limited partnerships

 

 

NUMBER OF 5 SOLE VOTING POWER 31,405,353
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER 31,405,353
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER None

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  31,405,353
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  47.5%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  PN

 

 

 
 

 

CUSIP NO. 09059T206 13G Page 5 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS/
 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

   
  Signet Healthcare Partners, LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware limited liability company

 

 

NUMBER OF 5 SOLE VOTING POWER 37,027,590(1)
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER

37,027,590(1)

REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER None

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  37,027,590(1)
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56.0%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  OO

 

 

 

 

 

 

____________________

(1)Includes shares beneficially owned by Life Sciences Opportunities Fund II, L.P. and Life Sciences Opportunities Fund II (Institutional), L.P.

 

 
 

 

CUSIP NO. 09059T206 13G Page 6 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS
   
  SMW Investments I, LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas

 

 

NUMBER OF 5 SOLE VOTING POWER None
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER

37,891,151(1)

OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER None
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER 37,891,151(1)

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 

37,891,151(1)

   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  57.3%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  CO

 

 

 

 

_______________

(1)Includes shares beneficially owned by Life Sciences Opportunities Fund II, L.P. and Life Sciences Opportunities Fund II (Institutional), L.P. and Signet Healthcare Partners, LLC

 

 
 

 

CUSIP NO. 09059T206 13G Page 7 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS
   
  James C. Gale
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States

 

 

NUMBER OF 5 SOLE VOTING POWER None
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER 37,027,590(1)
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER None
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER 37,027,590(1)

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  37,027,590(1)
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  IN

 

 

 

 

_______________

(1) Includes shares beneficially owned by Life Sciences Opportunities Fund II, L.P. and Life Sciences Opportunities Fund II (Institutional), L.P. and Signet Healthcare Partners, LLC

 

 
 

 

CUSIP NO. 09059T206 13G Page 8 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS/
 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

   
  SOF Management, LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States

 

 

NUMBER OF 5 SOLE VOTING POWER 863,561
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER 863,561
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER None

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  863,561
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  1.3%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  IN

 

 
 

 

CUSIP NO. 09059T206 13G Page 9 of 18 Pages

 

 

1 NAMES OF REPORTING PERSONS/
 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

   
  Don A. Sanders
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
  (b) ¨
   
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States

 

 

NUMBER OF 5 SOLE VOTING POWER 1,416,962
SHARES      
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY      
EACH 7 SOLE DISPOSITIVE POWER 1,416,962
REPORTING      
PERSON      
WITH 8 SHARED DISPOSITIVE POWER None

 

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,416,962
   
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  59.5%
   
12 TYPE OF REPORTING PERSON (See Instructions)
   
  IN

 

 

 
 

 

CUSIP NO. 09059T206 13G Page 10 of 18 Pages

  

 

 

Item 1. Security and Issuer.

 

This statement relates to the common stock, no par value (the "Shares"), of Bioject Medical Technologies Inc., an Oregon corporation. The principal executive office of the issuer of such securities is located at 7180 SW Sandburg Street, Suite 100, Tigard, Oregon 97223.

 

Item 2. Identity and Background.

 

Life Sciences Opportunities Fund II, L.P. ("LOF") and Life Sciences Opportunities Fund II (Institutional), L.P. ("LOFI" and, together with LOF, the "Funds") are Delaware limited partnerships whose principal business is making investments in the securities of other entities. The address of their principal office is 152 West 57th Street, 19th Floor, New York, New York 10022.

 

Signet Healthcare Partners, LLC (formerly LOF Partners, LLC) (the "General Partner") is a Delaware limited liability company and the sole general partner of the Funds. The principal business of the General Partner is to act as general partner of the Funds. The address of its principal office is Carnegie Hall Towers, 152 West 57th St., 19th Fl., New York, New, York 10019.

 

Sanders Opportunity Fund, L.P. ("SOF") and Sanders Opportunity Fund (Institutional), L.P. ("SOFI"), are Delaware limited partnerships whose principal business is making investments in the securities of other entities. The address of their principal office is 600 Travis, Suite 5900, Houston, Texas 77002.

 

SOF Management, LLC is a Delaware limited partnership and the sole general partner of SOF and SOFI. The principal business of SOF Management, LLC is to act as general partner of SOF and SOFI. The address of its principal office is 600 Travis, Suite 5900, Houston, Texas 77002.

 

SMW Investments I, LLC ("SMW") is a Delaware limited liability company and the controlling member of the General Partner and of SOF Management, LLC The address of its principal office is 600 Travis, Suite 5900, Houston, Texas 77002. Attached as Appendix A is information concerning the executive officers and directors of SMW required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such executive officers and directors may be deemed, but are not conceded to be controlling persons of SMW.

 

James C. Gale is the Chief Investment Officer, a Manager, and Member of the General Partner. The address of his principal office is Carnegie Hall Towers, 152 West 57th St., 19th Fl., New York, New York 10019. Mr. Gale is a citizen of the United States.

 

Don A. Sanders is a Manager of SOF Management, LLC and the chief investment officer of SOF and SOFI and a member and manager of SMW . The address of his principal office is 600 Travis, Suite 5900, Houston, Texas 77002. Mr. Sanders is a citizen of the United States.

 

Don Weir is a member and manager of SMW .. He is the Trustee of the Sanders 1998 Children's Trust (the "Trust"). The address of his principal office is 600 Travis, Suite 5800, Houston, Texas 77002. Mr. Weir is a citizen of the United

States.

 

Kathryn U. Sanders and Tanya Drury are clients of Mr. Sanders. They are citizens of the United States.

 

During the past five years, none of the reporting persons or any of the persons referred to in Appendix A has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

During the past five years, none of the reporting persons or any of the persons referred to in Appendix A was or is a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws

 
 

 

CUSIP NO. 09059T206 13G Page 11 of 18 Pages

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

On November 15, 2004, LOF purchased 316,884 shares of the Series D Convertible Preferred Stock, no par value ("Series D Preferred"), of the Issuer and 95,065 warrants to purchase common stock ("Warrants") for an aggregate consideration of $364,416.08 and LOFI purchased 1,770,073 shares of Series D Preferred and 531,022 Warrants for an aggregate consideration of $2,035,584.47. The source of these funds was working capital of the Funds. A total of 2,086,957 shares of Series D Preferred and 626,087 Warrants were issued. The Series D Preferred shares originally issued and outstanding are convertible into common stock at a conversion price of approximately $1.15 per share. Each Warrant entitles the holder to purchase one share of common stock for a purchase price of $1.15 per share. The Warrants expired on December 14, 2008.

 

On March 8, 2006, LOF and LOFI entered into a Note and Warrant Purchase Agreement (the "2006 Note Purchase Agreement") with the Issuer pursuant to which they loaned (each a "2006 Bridge Loan") the Issuer the sums of $127,546 and $712,454, respectively, and were issued warrants to purchase common stock (the "2006 Bridge Warrants") covering 55,416 shares and 309,547 shares, respectively. Additional parties to the agreement were (a) SOF, which loaned the Issuer $79,200 and received 2006 Bridge Warrants covering 35,036 shares, (b)SOFI, which loaned the Issuer $250,800 and received 2006 Bridge Warrants covering 110,949 shares, (c) Don A. Sanders, who loaned the Issuer $132,000 and received 2006 Bridge Warrants covering 58,394 shares,(d) Kathryn U. Sanders and the Trust, who each loaned the Issuer $66,000 and received 2006 Bridge Warrants covering 29,197 shares, and (e) Tanya Drury, George L. Ball, Don Weir, and Ben T. Morris, who each loaned the Issuer $16,500 and received 2006 Bridge Warrants covering 7,299 shares. The exercise price of the 2006 Bridge Warrants is $1.37 per share. The 2006 Bridge Warrants expired on September 7, 2010. The source of these funds was working capital of the Funds, SOF, SOFI, and the Trust and personal funds of the individual purchasers.

 

On March 8, 2006, LOF, LOFI, SOF, SOFI, Messrs. Sanders, Ball, Weir, and Morris, Ms. Sanders and Drury, and the Trust entered into a Securities Purchase Agreement with the Issuer pursuant to which they agreed to purchase an aggregate of $4,500,000 (plus accrued interest on the Bridge Loans) of Series E Convertible Preferred Stock at a price of $1.37 per share subject to the satisfaction by the Issuer of certain conditions, including approval of the transaction by the shareholders of the Issuer. The transaction closed on May 30, 2006. The consideration for the Series E Convertible Preferred Stock was $3,000,000 in cash and conversion of the Bridge Loans. The source of these funds was working capital of the Funds, SOF, SOFI, and the Trust and personal funds of the individual purchasers.

 

On December 5, 2007, LOF and LOFI each entered into a Convertible Note and Warrant Purchase Agreement (the "2007 Convertible Note Purchase Agreement") with the Issuer pursuant to which they loaned (each a "2007 Bridge Loan") the Issuer the sums of $91,104 and $508,896, respectively, and were issued warrants to purchase common stock (the "2007 Bridge Warrants") covering 12,147 shares and 67,853 shares, respectively. The conversion price of the 2007 Bridge Loans and the exercise price of the 2007 Bridge Warrants is $0.75 per share. The 2007 Bridge Warrants expired on December 4, 2011. The source of these funds was working capital of the Funds.

 

On December 18, 2009, the Issuer entered into a Purchase Agreement (the "Agreement") with each of LOF and LOFI, and Edward Flynn for the purchase of an aggregate of 92,448 shares of its Series G Convertible Preferred Stock (the "Series G Preferred") at a price of $13.00 per share. LOF and LOFI paid for the Series G Preferred by the cancellation of the $600,000 outstanding principal amount of and $101,834.06 accrued interest through December 18, 2009 on the 2007 Convertible Subordinated Promissory Notes dated as of December 5, 2007. Each share of Series G Preferred is convertible, at any time at the option of the holder, into 100 shares of common stock (subject to anti-dilution adjustments). The holders of Series G Preferred receive an 8% annual payment-in-kind dividends ("PIK Dividends") per year; however, if the Issuer fails to declare or pay the PIK Dividends within 90 days of December 18 (beginning December 18, 2010), the PIK Dividends shall increase to 10%. PIK Dividends are payable in Series G Preferred Stock or cash at the option of the Board of Directors. The source of these funds was working capital of the Funds.

 

On January 24, 2013, the Issuer entered into a Purchase Agreement (the “Agreement”) with each of LOF and LOFI, and Mr. Flynn and Mark Logomasini for the purchase of an aggregate of 99,455 shares of its Series H Convertible Preferred Stock (the “Series H Preferred”) at a price of $10.00 per share. LOF and LOFI purchased 75,000 shares of Series H Preferred for an aggregate consideration of $750,000. Each share of Series H Preferred Stock is convertible, at any time at the option of the holder, into shares of Common Stock at a conversion rate of $0.035 (subject to anti-dilution adjustments) or approximately 285.71 shares. The source of these funds was working capital of the Funds.

 
 

 

CUSIP NO. 09059T206 13G Page 12 of 18 Pages

 

 

Item 4. Purpose of Transaction.

 

The Funds acquired the shares of Series D Preferred, Series E Preferred, the Warrants, the 2006 Warrants, the 2007 Warrants, the 2007 Convertible Notes, the Series G Preferred and the Series H Preferred for general investment purposes. SOF, SOFI, Messrs. Sanders, Ball, Weir, and Morris, Ms. Sanders and Drury, and the Trust acquired the shares of Series E Preferred and the 2006 Warrants for general investment purposes.

 

So long as the Funds own at least 158,442 shares of Series D Preferred, the Funds are entitled to name one observer who is entitled to attend all meetings of the Board of Directors and to receive all information prepare for the Board. The holders of Series E Preferred may designate one member of the Board of Directors, subject to listing and legal requirements. So long as at least 90,000 shares of Series G Preferred Stock are outstanding, the holders of a majority of the Series G Preferred may nominate two persons for election to the Board of Directors and so long as at least 50,000 shares of Series G Preferred Stock are outstanding, the holders of a majority of the Series G Preferred may nominate one person for election of the Board of Directors. So long as at least 100,000 shares of Series H Preferred Stock are outstanding, the holders of a majority of the Series H Preferred may nominate two persons for election to the Board of Directors.

 

The Funds intend to review continuously their investment in the Issuer and may or may not seek involvement in the Issuer's affairs. Depending on their evaluation of the Issuer's business and prospects and future developments, the Funds, or other individuals or entities that may be deemed to be affiliates of the Funds, may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities held by such person, or cease buying or selling shares. Any additional purchases of securities may be in open market or privately negotiated transactions or otherwise.

 

Any dividend payable on the Issuer's common stock will also be payable on the Series D, E, G, and H Preferred on an as-converted basis. The Series D, E, G and H Preferred are senior in rank to all other series of preferred stock and to the common stock. Upon liquidation of the Issuer, the holders of Series H Preferred Stock are entitled to a liquidation preference of $10.00 per share prior to any payments to holders of common stock, Series D, E, F and G Preferred. Upon liquidation of the Issuer, the holders of Series D, E and G Preferred are entitled to liquidation preferences of $1.15, $1.37 and $13.00 per share, respectively, prior to any payments to holders of common stock. On all matters voted upon by the shareholders of the Issuer, except as required by law, the Series D, E, G and H Preferred vote on an as converted basis together with the common stock as a single class (with each share of Series D, E, G and H Preferred casting a number of votes equal to the number of shares of common stock into which it is convertible). The affirmative vote or written consent of a majority of the holders of Series D, E, G and H, voting separately as a class, is required for (1) the creation of any senior or pari passu security, (2) payment of dividends on common stock, (3) any redemptions or repurchases of common stock or preferred stock except for purchases at fair market value upon termination of employment, (4) any merger, acquisition, recapitalization, reorganization, or sale of all or substantially all of the assets of the Issuer, which results in a payment to the holders of the Series D, E or G Preferred of an amount less than the Liquidation Preference, (5) an increase or decrease in the number of authorized shares of preferred stock or common stock, (6) any change in the rights, preferences, and privileges of the Series D, E or G Preferred, (7) material amendments, alterations, or repeals of the Issuer's articles of incorporation or bylaws, or (8) changes in the nature of the Issuer's business.

 

Except as described in Item 4 or 6, the Funds have no present plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above.

 
 

 

CUSIP NO. 09059T206 13G Page 13 of 18 Pages

 

 

Item 5. Interest in Securities of the Issuer.

 

(a)The aggregate number and percentage of shares of Common Stock of the Issuer beneficially owned by the persons identified in Item 2 is as follows:

 

    Aggregate Number of   Percentage of
Beneficial Owner   Shares Owned   Class
         
Life Sciences Opportunities Fund II, L.P.   5,622,237(1)   8.5
Life Sciences Opportunities Fund II        
     (Institutional), L.P.   31,405,353(2)   47.5
Life Sciences Opportunities Fund II, L.P.        
     and Life Sciences Opportunities        
     Fund II (Institutional), L.P.   37,027,590(3)   56.0
Signet Healthcare Partners, LLC   37,027,590(4)   56.0
Sanders Opportunity Fund, L.P.   207,255(5)   *
Sanders Opportunity Fund (Institutional), L.P.   656,306(6)   *
SOF Management, LLC   863,561(7)   1.31
SMW Investments I, LLC   37,933,720(8)   57.4
James C. Gale   37,027,590(9)   56.0
Don A. Sanders   39,350,682(10)   59.5
Kathryn U. Sanders   170,277(11)   *
Sanders 1998 Children's Trust   170,277(11)   *
Don Weir   212,846(12)   *
Tanya Drury   42,569(13)   *
Ben T. Morris   42,569(13)   *

 

* Less than 1%

 

(1)Includes (a) 316,884 shares of common stock issuable upon conversion of 316,884 shares of Series D Preferred, (b) 325,539 shares of common stock issuable upon conversion of 325,539 shares of Series E Preferred, (c) 1,726,100 shares of common stock issuable upon conversion of 17,261 shares of Series G Preferred and (d) 3,253,714 shares of common stock issuable upon conversion of 11,388 shares of Series H Preferred.

 

(2)Includes (a) 1,770,073 shares of common stock issuable upon conversion of 1,770,073 shares of Series D Preferred, (b) 1,818,423 shares of common stock issuable upon conversion of 1,818,423 of Series E Preferred,(c) 9,642,000 shares of common stock issuable upon conversion of 96,420 shares of Series G Preferred and (d) 18,174,857 shares of common stock issuable upon conversion of 63,612 shares of Series H Preferred.

 

(3)Includes (a) 2,086,957 shares of common stock issuable upon conversion of 2,086,957 shares of Series D Preferred, (b) 2,143,962 shares of common stock issuable upon conversion of 4,143,962 shares of Series E Preferred, (c) 11,368,100 shares of common stock issuable upon conversion of 113,681 shares of Series G Preferred and (d) 21,428,571 shares of common stock issuable upon conversion of 75,000 share of Series H Preferred.

 

(4)Includes shares beneficially owned by the Funds.

 

(5)Includes 207,255 shares of common stock issuable upon conversion of 207,255 shares of Series E Preferred.

 

(6)Includes 656,306 shares of common stock issuable upon conversion of 656,306 shares of Series E Preferred.

 

 
 

 

CUSIP NO. 09059T206 13G Page 14 of 18 Pages

 

 

 

(7)Includes shares beneficially owned by SOF and SOFI.

 

(8)Includes shares beneficially owned by the Funds and Signet Healthcare Partners, LLC, SOF, SOFI, and SOF Management, LLC. and 42,569 shares of common stock issuable upon conversion of Series E Preferred Stock.

 

(9)Includes shares beneficially owned by the Funds and Signet Healthcare Partners, LLC.

 

(10)Includes (a) shares beneficially owned by the Funds and Signet Healthcare Partners, LLC, (b) 340,555 shares of common stock issuable upon conversion of 340,555 shares of Series E owned by Mr. Sanders; (c) 863,561 shares of common stock beneficially owned by SOF, SOFI, and SOF Management, LLC, (d) 42,569 shares of common stock issuable upon conversion of Series E Preferred Stock owned by SMW Investments I, LLC, and (e) 212,846 shares of common stock issuable upon conversion of 212,846 shares of Series E Convertible Preferred Stock owned By Kathryn U. Sanders and Tanya Drury (customer accounts over which Mr. Sanders exercises discretionary authority). Mr. Sanders disclaims beneficial ownership of the shares owned by Ms. Sanders and Ms. Drury, and the Funds and Signet Healthcare Partners, LLC.

 

(11)Includes 170,277 shares of common stock issuable upon conversion of 170,277 shares of Series E Preferred Stock.

 

(12)Includes 170,277 shares of common stock issuable upon conversion of 170,277 shares of Series E Preferred Stock beneficially owned by the 1998 Sanders Children's Trust of which Mr. Weir is the Trustee and 42,569 shares of common stock of common stock issuable upon conversion of 170,277 shares of Series E Preferred Stock.

 

(13)Includes 42,569 shares of common stock issuable upon conversion of 42,569 shares of Series E Preferred Stock.

 

(b)     The number of shares of common stock as to which there is sole power to direct the vote, shares power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each of the Reporting Persons is set forth on the cover pages, and such information is incorporated herein by reference. Except as set forth above, to the knowledge of the Reporting Persons, the persons listed on Appendix A and A-1 in response to Item 2 do not beneficially own any shares of Common Stock of the Issuer.

 

(c)     The following transactions in the common stock of the Issuer were effected within the last 60 days by the following named Reporting Persons:

 

LOF and LOFI acquired 3,308 and 21,270 shares of Series G Preferred, respectively, on January 11, 2013, as dividends on the Series G Preferred held by LOF and LOFI.

 

(d)     The Funds have the right to receive all dividends on the Series D, E, G and H Preferred.

 

(e)     If this statement is being filed to report that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities check the following T

 

Sanders Morris Harris Inc. and George L. Ball ceased to be 5% owners on October 1, 2012.

 

Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

 

In connection with the issuance of the Series D, E, G and H Preferred, the Issuer extended certain registration rights to the Funds, which obligated the Issuer to register with the Securities and Exchange Commission the shares of common stock issuable upon exercise of (a) the Series D, E, G and H Preferred within 180 days of demand by the majority of holders of registrable securities and to maintain the effectiveness of such registration statement until two years after it is declared effective.

 
 

 

CUSIP NO. 09059T206 13G Page 15 of 18 Pages

 

 

 

In connection with the issuance of the Series H, the Company has agreed to conduct an exchange offer, as soon as practicable, to the existing holders of Series D, E, F, and G Preferred Stock (the “Lettered Stock”), for a new series of preferred stock (the “New Series”).  The New Series would not be convertible into common stock, would not have voting rights and would not have a regular dividend. The New Series would have a mandatory redemption date of August 1, 2015, for the current stated value of the Lettered Stock.  The New Series would also retain all the liquidation preferences and protective provisions of the Lettered Stock. If the mandatory redemption payment is not made, the New Series will begin accruing a penalty dividend of four percent, (4%) payable in cash or additional New Series stock.   In addition, the holders of Series H will be offered the right to exchange the Series H for the New Series at any time prior to August 1, 2015.  Any additional terms and conditions of the foregoing are subject to the approval of the Board of Directors of the Company, in the exercise of its fiduciary duty to all shareholders of the Company.

 

See Item 4 for a description of voting rights applicable to the Series D, E, G and H Preferred, which information is incorporated herein by reference.

 

Except as stated herein, none of the Funds, the General Partner, SMW Investments I, LLC , nor, to the best of the knowledge of the Funds, any of the executive officers or directors listed on Appendix A, is a party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, any transfer or voting of any such securities, finder's fees, joint ventures, loans or option arrangements, puts or calls, guarantees or profits, divisions of profit or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit Title

 

1Joint Filing Agreement among the reporting persons.

 

2Amendment to Articles of Incorporation of Bioject Medical Technologies Inc. filed on November 15, 2004 (Incorporated by reference to Exhibit 3 to Current Report on Form 8-K filed by the Issuer of November 19, 2004).

 

3Stock Purchase Agreement dated as of November 15, 2004, between the Issuer and the purchasers of Series D Preferred. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on November 19, 2004).

 

4Registration Rights Agreement dated as of November 15, 2004, between the Issuer and the purchasers of Series D Preferred. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by the Issuer on November 19, 2004).

 

5Form of Stock Purchase Warrant (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed by the Issuer on November 19, 2004.

 

6Note and Warrant Purchase Agreement dated March 8, 2006, among the Issuer, the Funds, SOF, and SOFI (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on March 9, 2006).

 

7Form of Stock Purchase Warrant (Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed by the Issuer on March 9, 2006).

 

8Securities Purchase Agreement dated March 8, 2006, among the Issuer, the Funds, SOF, and SOFI (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed by the Issuer on March 9, 2006).

 

9Security Agreement dated March 8, 2006, among the Issuer, the Funds, SOF and SOFI (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by the Issuer on March 9, 2006).

 

 
 

 

CUSIP NO. 09059T206 13G Page 16 of 18 Pages

 

 

 

10Form of Convertible Note Purchase and Warrant Agreement dated as of December 5, 2007, among the Issuer, LOF, and LOFI (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on December 11, 2007).

 

11Articles of Amendment to 2002 Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by the Issuer on December 21, 2009).

 

12Series G Convertible Preferred Stock Purchase Agreement dated December 18, 2009, between Bioject Medical Technologies Inc. Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P., and Edward Flynn (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on December 21, 2009).

 

13.Registration Rights Agreement dated December 18, 2009 between Bioject Medical Technologies Inc., Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P., Edward Flynn, Ralph Makar, David Tierney, Richard Stout, Christine Farrell, and the Investors listed on Exhibit A thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by the Issuer on December 21, 2009).

 

14.Article of Amendment to 2002 Restated Articles of Incorporation filed in Oregon January 18, 2013 (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by the Issuer on January 29, 2013.

 

15.Series H Convertible Preferred Stock Purchase Agreement dated January 24, 2013 between Bioject Medical Technologies Inc. Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund Institutional) II, L.P., Edward Flynn and Mark Logomasini (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Issuer on January 29, 2013).

 

16.Registration Rights Agreement dated January 24, 2013 between Bioject Medical Technologies Inc., Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P., Edward Flynn, Mark Logomasini and the Investors listed on Exhibit A thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by the Issuer on January 29, 2013).

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Date: February 14, 2013

 

  Life Sciences Opportunities Fund II, L.P.
  Life Sciences Opportunities Fund II
    (Institutional), L.P.
       
  By: Signet Healthcare Partners, LLC
       
  By /s/ James C. Gale  
    James C. Gale, Manager

 

 
 

 

CUSIP NO. 09059T206 13G Page 17 of 18 Pages

 

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Date: February 14 , 2013    
     
Signatures:    
     
     
Signet Healthcare Partners, LLC    

 

By /s/ James C. Gale  
Name: James C. Gale
Title: Manager and Chief Investment Officer

 

SMW Investments I, LLC    

 

By /s/ Don A. Sanders  
Name: Don A. Sanders
Title: Manager

 

SOF Management, LLC    

 

By /s/ Don S. Sanders  
Name: Don A. Sanders
Title: Manager  

 

     
/s/ James C. Gale    
James C. Gale    

 

     
/s/ Don A. Sanders    
Don A. Sanders    

 

----------

Each Reporting Person certifies only the information in Item 4 regarding, himself or itself, as the case may be.

 

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL

CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).

 
 

 

CUSIP NO. 09059T206 13G Page 18 of 18 Pages

  

 

Appendix A

 

The following table sets forth the name, business address, and present principal occupation or employment of each manager of SMW Investments I, LLC . Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 600 Travis, Suite 5900, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

 

Present Principal Occupation or Employment;
     
Name   Business Address
______________   ___________
Don A. Sanders   Manager
Ben T. Morris   Manager
Donald V. Weir   Manager

 

 

 

18