-----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, ARv/2Ob6FTKZ7iYVErp+V6yWgd7bt/GkoX+NAm7ozK9CNuiAN1WHvaj9dQY3wenh mOWAhbJwmjTckBAOsSw5Cg== 0001017062-00-000857.txt : 20000403 0001017062-00-000857.hdr.sgml : 20000403 ACCESSION NUMBER: 0001017062-00-000857 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000331 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: NT 10-K SEC ACT: SEC FILE NUMBER: 000-19627 FILM NUMBER: 591275 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 NT 10-K 1 NOTICE OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0-19627 ------- NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q [_] Form N-SAR For Period Ended: December 31, 1999 ----------------- [_] Transition Report on Form 10-K [_] Transition Report on Form 10-Q [_] Transition Report on Form 20-K [_] Transition Report on Form N-SAR [_] Transition Report on Form 11-K
For the Transition Period Ended: N/A --- Read attached instructions sheet before preparing form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A --- Part I. Registrant Information Full name of registrant BioLase Technology, Inc. - -------------------------------------------------------------------------------- Former name if applicable - -------------------------------------------------------------------------------- Address of principal executive office (street and number) 981 Calle Amanecer - -------------------------------------------------------------------------------- City, State and Zip Code San Clemente, CA 92673 - -------------------------------------------------------------------------------- Part II. Rule 12b-25 (b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check appropriate box.) [_] (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [_] (c) The accountant's statement or other exhibit required by Rule 12b-25 (c) has been attached if applicable. Part III. Narrative State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10- Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.). The Company experienced certain computer system failures that affected its ability to file its Annual Report on Form 10K in a timely manner. The Company is in the process of acquiring new computer systems that should allow for improved and timely reporting ability in the future. The Company anticipates the filing of its Annual Report on Form 10-K to occur no later than 15 calendar days following the prescribed due date in accordance with Rule 12b-25, section (b)(2)(ii) of the Regulations under the Securities Exchange Act of 1934, should such an extension be granted by the Securities and Exchange Commission. Part IV. Other Information (1) Name and telephone number of person to contact in regard to this notification Stephen R. Tartamella 949 361-1200, extension 111 - -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic report required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such a report(s) been filed? If the answer is no, identify report(s). [X] Yes [_] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? See Exhibit B [X] Yes [_] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company's results of operations for 1999 have been publicly announced and reflect a significant change from the results of operations from 1998. The Statements of Operations for 1999 and 1998 are attached as Exhibit I of this Form and are incorporated herein by reference. BioLase Technology, Inc. - -------------------------------------------------------------------------------- (Name of registrant as specified in charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date March 31, 2000 By /s/ STEPHEN R. TARTAMELLA -------------- ------------------------- Stephen R. Tartamella, Secretary Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a mater of the public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. EX-99.(I) 2 CONSOLIDATED STATEMENTS OF OPERATION BIOLASE TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Twelve Months Ended December 31, December 31, ------------------------------------ ------------------------------------ 1999 1998 1999 1998 Sales $ 1,799,210 $ 878,888 $ 7,004,272 $ 1,465,191 Cost of sales 1,118,955 713,741 4,151,746 1,418,560 --------------- --------------- --------------- --------------- Gross profit 680,255 165,147 2,852,526 46,631 --------------- --------------- --------------- --------------- Operating expenses: Sales and marketing 829,918 659,370 2,700,628 1,628,821 General and administrative 925,650 640,348 2,472,544 1,780,015 Engineering and development 919,088 494,485 2,427,510 1,824,901 Write-off of purchased research and development costs - - - 5,134,920 --------------- --------------- --------------- --------------- Total operating expenses 2,674,656 1,794,203 7,600,682 10,368,657 --------------- --------------- --------------- --------------- Loss from operations (1,994,401) (1,629,056) (4,748,156) (10,322,026) Other income (expense) Interest income 8,455 11,164 44,666 57,591 Interest expense (22,304) (28,254) (93,647) (81,634) --------------- --------------- --------------- --------------- Net loss $ (2,008,250) $ (1,646,146) $ (4,797,137) $ (10,346,069) =============== =============== =============== =============== Loss per share - basic and diluted $ (0.11) $ (0.10) $ (0.28) $ (0.69) =============== =============== =============== =============== Weighted average shares outstanding 17,561,985 16,299,475 17,254,005 15,061,814 =============== =============== =============== ===============
Exhibit I --------- (INSERT STATEMENTS OF OPERATIONS HERE) For the 12 months, the company reported record sales of $7,004,272, an increase of $5,539,081, or 378 percent, compared with $1,465,191 for fiscal 1998. The net loss for the 12 months ended Dec. 31, 1999, inclusive of $1,093,175 in non-recurring charges, of which $1,056,925 were non-cash related, was $4,797,137, or 28 cents per share, compared with a net loss for fiscal year 1998 of $10,346,069, or 69 cents per share. The 1999 non-recurring charges included costs associated with a severance agreement with the company's former president, a consulting agreement, a write- off of assets related to product development and a provision for the company's reacquiring of distribution rights in Germany from its previous distributor. Operations in 1998 included a non-recurring cash charge of $5,134,920, representing a write-off of purchased research and development costs related to an acquisition of certain undeveloped technology. Without these non-recurring charges, the net loss for the 12 months ended Dec. 31, 1999, and 1998, would have been $3,703,962, or 21 cents per share, and $5,211,149, or 35 cents per share, respectively. For the three months ended Dec. 31, 1999, sales rose 105 percent to $1,799,210, an increase of $920,322 over the $878,888 reported for the corresponding period in 1998. The net loss for the three-month period ended Dec. 31, 1999, was $2,008,250, or 11 cents per share, compared with a net loss of $1,646,146, or 10 cents per share, for the comparable quarter of 1998. The net loss for the 1999 fourth quarter included non-recurring, non-cash charges of $862,413, representing the previously mentioned write-off of product development assets and the provision for reacquiring certain distribution rights. Excluding these charges, the net loss for the three-month period ended Dec. 31, 1999, would have been $1,145,837, or 7 cents per share. The company attributes the significant improvement in sales for the fiscal year and fourth quarter to the successful transition from a primarily R&D company to the initial phases of a sales and marketing organization. BIOLASE's 1999 sales and marketing activities started the process of educating dentists about the financial and clinical benefits of BIOLASE's products. These activities also initiated awareness of the general public regarding the superior patient care and painless dentistry provided by BIOLASE's products. Gross profits improved significantly for the fiscal year and fourth quarter of 1999 to 41 percent and 38 percent, respectively, from 3 percent and 19 percent reported for the comparable periods in 1998, and were due principally to increased sales. Operating expenses decreased $2,767,975 in fiscal 1999, to $7,600,682 from $10,368,657 reported for fiscal 1998. Operating expenses in fiscal 1999 included $1,093,175 in non-recurring charges while 1998 operating expenses included $5,134,920 of non-recurring charges. Excluding these charges, operating expenses for fiscal 1999 would have reflected an increase of $1,273,770, or 24 percent, compared to fiscal 1998. The comparative increase was due principally to (a) increased costs associated with significantly higher sales volume, (b) higher employee-related expenses related to the company's increase in staffing and (c) increases in engineering project costs associated with new product development and continued enhancements to existing products. Operating expenses for the 1999 fourth quarter totaled $2,674,656, compared with $1,794,203 for the corresponding period in 1998. The 1999 fourth quarter included $862,413 in non-recurring charges, without which operating expenses for the quarter would have been $1,812,243 compared to $1,794,203 for the prior year comparable period, a nominal increase of $18,040 or 1 percent. The company attributes the increase to higher sales volume, along with higher engineering and development costs associated with new product development and enhancements to existing products. The company also reported that subsequent to its fiscal year-end, it had received a capital infusion of about $4,000,000 composed of approximately $2,500,000 in net proceeds received from a private placement of restricted common stock to institutional investors and about $1,500,000 in proceeds from the exercise of certain stock purchase warrants and stock options. -----END PRIVACY-ENHANCED MESSAGE-----