-----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, UoeqIEjTiKQJ7GVdPmAEUzXMCyxZPDdxSlUeZTCrJT2WcomFAgInXIRFbhcCAFJp x7reY7su8+WxlYxYeaOZ5w== 0000892569-96-001335.txt : 19960730 0000892569-96-001335.hdr.sgml : 19960730 ACCESSION NUMBER: 0000892569-96-001335 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960729 EFFECTIVENESS DATE: 19960817 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLASE TECHNOLOGY INC CENTRAL INDEX KEY: 0000811240 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 870442441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09093 FILM NUMBER: 96600507 BUSINESS ADDRESS: STREET 1: 981 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 7143611200 MAIL ADDRESS: STREET 1: 981 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92673 S-8 1 FORM S-8 AS FILED JULY 29, 1996 1 As filed with the Securities and Exchange Commission on July 29, 1996 Registration No. 333- ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20559 ---------------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------- BIOLASE TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-0442441 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)
981 Calle Amanecer San Clemente, California 92673 (Address of Principal Executive Offices) LASER MEDICAL TECHNOLOGY, INC. 1993 STOCK COMPENSATION PLAN BIOLASE TECHNOLOGY, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN (Full Title of the Plan) Federico Pignatelli Chairman of the Board BioLase Technology, Inc. 981 Calle Amanecer San Clemente, California 92673 (714) 361-1200 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) Copies to: CATHRYN S. GAWNE, ESQ. Shapiro, Rosenfeld & Close 2029 Century Park East, Suite 2600 Los Angeles, California 90067 (310) 277-1818 Telecopy: (310) 201-4776 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed Proposed Maximum Maximum Offering Aggregate Amount of Amount to be Price per Offering Registration Title of Securities to be Registered Registered Share(1) Price(1) Fee - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.001 par value 521,600 shares(2) $1.75 $ 912,800 $ 285.25(3) Common Stock, $.001 par value 1,125,000 shares $3.125 $3,515,625 $1,212.19 ---------------- ---------- --------- Total 1,646,600 shares $4,428,425 $1,497.44 ==============================================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). (2) Previously registered pursuant to a Registration Statement on Form S-8 (Registration No. 33-73300) filed by Registrant on December 21, 1993 (the "1993 Registration Statement"). (3) Previously paid pursuant to the filing of the 1993 Registration Statement. The Section 10(a) prospectus to which this Registration Statement relates also serves as the Section 10(a) prospectus for the 1993 Registration Statement, pursuant to Rule 429(a) promulgated under the Securities Act of 1933, as amended. ============================================================================ 2 This Registration Statement hereby incorporates by reference the contents of the 1993 Registration Statement (Registration No. 33-73300). I-1 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Not applicable. Item 8. Exhibits See Exhibit Index appearing at page II-3. II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California on this 29th day of July, 1996. BIOLASE TECHNOLOGY, INC. By: /s/ DONALD A. LA POINT ------------------------------ DONALD A. LA POINT President and Chief Executive Officer By: /s/ STEPHEN R. TARTAMELLA ------------------------------ STEPHEN R. TARTAMELLA Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Donald A. La Point and Stephen R. Tartamella, acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorney to any and all amendments to said Registration Statement. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ DONALD A. LA POINT President, Chief July 29, 1996 - ------------------------- Executive Officer and DONALD A. LA POINT a Director /s/ FEDERICO PIGNATELLI Chairman of the Board of July 29, 1996 - ------------------------- Directors FEDERICO PIGNATELLI /s/ STEPHEN R. TARTEMELLA Vice President and Chief July 29, 1996 - ------------------------- Financial Officer STEPHEN R. TARTAMELLA /s/ GORDON WERNER Director July 29, 1996 - ---------------------- GORDON WERNER
II-2 5 EXHIBIT INDEX
Exhibit Number - ------- 4.1 Laser Medical Technology, Inc. 1993 Stock Compensation Plan. (1) 4.2 Laser Medical Technology, Inc. 1993 Stock Option Plan. (1) 10.18 BioLase Technology, Inc. Amended and Restated 1993 Stock Option Plan. (2) 10.18a First Amendment to Amended and Restated 1993 Stock Option Plan. (3) 10.19 BioLase Technology, Inc. Amended and Restated 1993 Stock Compensation Plan. (2) 10.20 Form of 1993 Stock Option Agreement (2) 10.25 Amended and Restated 1993 Stock Option Plan (4) 5.1 Opinion of Phillips, Haglund, Haddan & Jeffers. (1) 5.2 Opinion of Shapiro, Rosenfeld & Close. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Phillips, Haglund, Haddan & Jeffers (included in Exhibit 5.1). (1) 23.4 Consent of Shapiro, Rosenfeld & Close (included in Exhibit 5.2).
- ---------------- (1) Previously filed with the original Registration Statement on December 21, 1993. (2) Filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated by reference. (3) Filed with the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1995, and incorporated by reference. (4) Filed with the Registrant's Quarterly Report on Form 10-QSB for the six months ended June 30, 1995, and incorporated by reference. II-3 EX-5.2 2 OPINION OF SHAPIRO, ROSENFELD & CLOSE 1 EXHIBIT 5.2 [SHAPIRO, ROSENFELD & CLOSE LETTERHEAD] July 29, 1996 BioLase Technology, Inc. 981 Calle Amanecer San Clemente, California 92673 Re: Registration Statement on Form S-8 Ladies and Gentlemen: As counsel for BioLase Technology, Inc., a Delaware corporation (the "Company"), we have participated in the preparation of that certain Registration Statement on Form S-8 to be filed under the Securities Act of 1933, as amended, relating to the offering, pursuant to the Company's 1993 Stock Compensation Plan and Amended and Restated 1993 Stock Option Plan (collectively, the "Plans"), of up to 1,125,000 shares of the Company's Common Stock (the "Shares"). We have also examined the proceedings taken and the instruments executed in connection with the issuance of the Shares. It is our opinion that, when issued pursuant to the terms of the Plans, as contemplated in the Registration Statement, the Shares will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ SHAPIRO, ROSENFELD & CLOSE - ------------------------------ SHAPIRO, ROSENFELD & CLOSE EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.1 [KPMG PEAT MARWICK LLP LETTERHEAD] CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors BioLase Technology, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of BioLase Technology, Inc. (formerly Laser Medical Technology, Inc.) of our report dated March 17, 1995 relating to the consolidated balance sheet of BioLase Technology, Inc. and subsidiaries as of December 31, 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1994, and related schedule, which report appears in the December 31, 1995 annual report on Form 10-KSB of BioLase Technology, Inc. Our report dated March 17, 1995, contains an explanatory paragraph that states that the Company's consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and shows a need for continued funding that raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements and consolidated financial statement schedule do not include any adjustments that might result from the outcome of that uncertainty. /s/ KPMG Peat Marwick LLP ---------------------------- KPMG Peat Marwick LLP Orange County, California July 26, 1996 EX-23.2 4 CONSENT OF COOPERS & LYBRAND L.L.P. 1 Exhibit 23.2 [COOPERS & LYBRAND L.L.P. LETTERHEAD] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of BioLase Technology, Inc. on Form S-8 of our report, which includes an explanatory paragraph regarding the Company's ability to continue as a going concern, dated March 12, 1996 on our audit of the consolidated financial statements and financial statement schedule of BioLase Technology, Inc. as of December 31, 1995 and for the year ended December 31, 1995 which report is included in the Annual Report on Form 10-KSB. /s/COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Newport Beach, California July 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----