-----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, LawpdsXDd0B6rfCVwNNpDqO5ENyLPhlBp0GDWtt4Gd8Afyy9TQDO6PCW6VFLL+K6 Ohj8yiqpnvzlxxkuz1jA4Q== 0001017062-01-500366.txt : 20010522 0001017062-01-500366.hdr.sgml : 20010522 ACCESSION NUMBER: 0001017062-01-500366 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010521 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-19627 FILM NUMBER: 1644621 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 10-Q 1 d10q.txt QUARTERLY REPORT DATED 3/31/01 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001 -------------- [_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________ to __________ Commission File Number 0-19627 ------- 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, CA 92673 (Address of Principal Executive Offices) (949) 361-1200 (Registrant's Telephone Number, Including Area Code) Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Common Stock, $.001 par value 19,475,722 - ----------------------------- ------------------------------ Title Class Number of Shares Outstanding at May 15, 2001 BIOLASE TECHNOLOGY, INC. Page Number ----------- PART 1. FINANCIAL INFORMATION ITEM 1. Financial Statements: Consolidated Condensed Balance Sheets 3 Consolidated Condensed Statements of Operations 4 Consolidated Condensed Statement of Stockholders' Equity 5 Consolidated Condensed Statements of Cash Flows 6 Notes to Consolidated Condensed Financial Statements 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 12 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 13 ITEM 2. Changes in Securities 13 ITEM 3. Defaults Upon Senior Securities 13 ITEM 4. Submission of Matters to a Vote of Security Holders 13 ITEM 5. Other Information 13 ITEM 6. Exhibits and Reports on Form 8-K 13 SIGNATURE PAGE 14 Page 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. - ------------------------------ BIOLASE TECHNOLOGY, INC. CONSOLIDATED CONDENSED BALANCE SHEETS
March 31, 2001 December 31, 2000 (Unaudited) -------------- ----------------- Assets: Current assets: Cash and cash equivalents $ 2,534,223 $ 2,001,884 Accounts receivable, less allowance of $121,397 in 2001 and $120,988 in 2000 1,091,624 758,219 Inventories, net of reserves of $454,400 in 2001 and $449,597 in 2000 947,713 1,221,595 Prepaid expenses and other current assets 187,981 179,985 ------------ ------------ Total current assets 4,761,541 4,161,683 Property, plant and equipment, net 342,634 2,329,305 Patents, trademarks and licenses, less accumulated amortization of $179,777 in 2001 and $174,077 in 2000 98,458 104,158 Other assets 3,204 3,954 ------------ ------------ Total assets $ 5,205,837 $ 6,599,100 ============ ============ Liabilities and Stockholders' Equity: Current liabilities: Line of credit $ 1,791,925 $ 1,791,925 Accounts payable 785,941 945,873 Accrued expenses 1,570,203 1,409,367 Customer deposits 214,500 200,000 Deferred gain on sale of building, current portion 63,156 - Mortgage note payable, current portion - 20,486 ------------ ------------ Total current liabilities 4,425,725 4,367,651 Deferred gain on sale of building 252,627 - Mortgage note payable - 1,174,578 ------------ ------------ Total liabilities 4,678,352 5,542,229 ------------ ------------ Stockholders' equity (deficit): Preferred stock, par value $.001, 1,000,000 shares authorized: no shares issued and outstanding in 2001 or 2000 - - Common stock, par value, $.001, 50,000,000 shares authorized, issued 19,475,722 in 2001 and 19,366,522 in 2000 19,476 19,367 Additional paid-in capital 47,774,936 47,532,026 Accumulated deficit (47,266,927) (46,494,522) ------------ ------------ Net stockholders' equity 527,485 1,056,871 ------------ ------------ Total liabilities and stockholders' equity $ 5,205,837 $ 6,599,100 ============ ============
See accompanying notes to consolidated condensed financial statements. Page 3 Item 1. Financial Statements (continued). BIOLASE TECHNOLOGY, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, ---------------------------- 2001 2000 ----------- ----------- Sales $ 3,082,693 $ 1,527,026 Cost of sales 1,353,732 990,764 ----------- ----------- Gross profit 1,728,961 536,262 ----------- ----------- Operating expenses: Sales and marketing 1,596,939 638,026 General and administrative 474,629 400,878 Engineering and development 359,759 513,439 ----------- ----------- Total operating expenses 2,431,327 1,552,343 ----------- ----------- Loss from operations (702,366) (1,016,081) Interest income 6,356 7,246 Interest expense (76,395) (23,261) ----------- ----------- Net loss $ (772,405) $(1,032,096) =========== =========== Loss per share - basic and diluted $ (0.04) $ (0.06) =========== =========== Weighted average shares outstanding 19,430,433 18,015,127 =========== ===========
See accompanying notes to consolidated condensed financial statements. Page 4 Item 1. Financial Statements (continued). BIOLASE TECHNOLOGY, INC. CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
Additional Preferred Stock Common Stock Paid-in Accumulated Shares Amount Shares Amount Capital Deficit Total ------ ------ ------ ------ ------------ ------------- ----------- Balance at December 31, 2000 - $ - 19,366,522 $19,367 $47,532,026 $(46,494,522) $1,056,871 Exercise of stock options - - 109,200 109 242,910 - 243,019 Net loss - - - - - (772,405) (772,405) ------------------------------------------------------------------------------------------------- Balance at March 31, 2001 - $ - 19,475,722 $19,476 $47,774,936 $(47,266,927) $ 527,485 =================================================================================================
See accompanying notes to consolidated condensed financial statements. Page 5 Item 1. Financial Statements (continued). - ----------------------------------------- BIOLASE TECHNOLOGY, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, --------------------------------- 2001 2000 -------------- -------------- Cash flows from operating activities: Net loss $ (772,405) $ (1,032,096) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 58,968 26,012 Provision for bad debts 409 - Provision for inventory excess and obsolescence 4,803 44,046 Changes in operating assets and liabilities: Accounts receivable (333,814) (381,462) Inventories 269,079 (184,520) Prepaid expenses and other assets (7,246) 4,964 Accounts payable (159,932) 185,077 Accrued expenses 160,836 (13,613) Customer deposits 14,500 - -------------- -------------- Net cash used by operating activities (764,802) (1,351,592) -------------- -------------- Cash flows from investing activities: Additions to property, plant and equipment (12,291) (6,825) Proceeds from sale of building 1,071,471 - -------------- -------------- Net cash provided (used) by investing activities 1,059,180 (6,825) -------------- -------------- Cash flows from financing activities: Payments on mortgage note payable (5,058) - Proceeds from issuance of common stock, net - 2,450,516 Proceeds from exercise of stock options and warrants 243,019 1,906,986 -------------- -------------- Net cash provided by financing activities 237,961 4,357,502 -------------- -------------- Increase in cash and cash equivalents 532,339 2,999,085 Cash and cash equivalents at beginning of period 2,001,884 1,180,982 -------------- -------------- Cash and cash equivalents at end of period $ 2,534,223 $ 4,180,067 ============== ============== Supplemental cash flow disclosure: Cash paid during the period for interest $ 61,137 $ 23,326 ============== ============== Noncash financing activites: Conversion of accrued costs to note payable $ - $ 428,000 Retirement of mortgage note payable in connection with the sale of building 1,190,006 - -------------- -------------- $ 1,190,006 $ 428,000 ============== ==============
See accompanying notes to consolidated condensed financial statements. Page 6 BIOLASE TECHNOLOGY, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS March 31, 2001 Note 1 - ------ The accompanying consolidated condensed financial statements of BioLase Technology, Inc. (the "Company") have been prepared by the Company without audit and do not include all disclosures required by generally accepted accounting principles for complete financial statements. The consolidated condensed balance sheet at December 31, 2000 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the consolidated condensed financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial condition of the Company as of March 31, 2001 and the results of operations for the three-month period then ended. The Company's consolidated condensed financial statements have been presented on the basis that the Company will continue as a going-concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company reported net losses of $3,727,977, $4,797,137 and $10,346,069 for the years ended December 31, 2000, 1999 and 1998, respectively, and a net loss of $772,405 for the three-month period ended March 31, 2001 and has an accumulated deficit of $47,266,927 at March 31, 2001. These recurring losses and the need for continued funding, discussed below, raise substantial doubt about the Company's ability to continue as a going-concern. Although management believes the Company is continually strengthening, there is no assurance that it will continue as a going concern. The Company remains dependent upon its ability to obtain outside financing either through the issuance of additional shares of its common or preferred stock or through borrowings until it achieves sustained profitability through increased sales and improved product margins. The Company's business continues to focus on the manufacturing and marketing of its laser-based technologies incorporated in its newly introduced products, the WaterLase(TM) and the Twilite(TM) laser systems. Financing the development of laser-based medical and dental devices and instruments and the operations of the Company has been achieved principally through the private placements of preferred and common stock and the exercise of stock options and warrants. During the three months ended March 31, 2001 and the three years ended December 31, 2000, the Company raised $243,019 and $12,135,679, respectively, of net equity funds in this manner. Based upon the expected increase in sales, the Company believes that it should have sufficient capital resources to sustain it during the year in relation to its fiscal year 2001 business plan. Should the Company require further capital resources in fiscal year 2001 or 2002, it would most likely address such requirement through a combination of sales of its products, sales of equity securities through private placements, and/or debt financing. If circumstances changed, and additional capital was needed, no assurances can be given that the Company would be able to obtain such additional capital resources. If unexpected events occur requiring the Company to obtain additional capital and it is unable to do so, it then might attempt to preserve its available resources by deferring the creation or satisfaction of various commitments, deferring the introduction of various products Page 7 or entry into various markets, or otherwise scaling back its operations. If the Company were unable to raise such additional capital or defer certain costs as described above, such inability would have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company and ultimately on its ability to continue as a going-concern. The consolidated condensed financial statements do not give effect to any adjustments that might be necessary if the Company were unable to meet its obligations or continue operations. Operating results for the three-month period ended March 31, 2001 are not necessarily indicative of the results to be expected for the year ending December 31, 2001. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2000. Note 2 - ------ Inventories, net of reserves, March 31, 2001 December 31, 2000 consist of the following: (unaudited) --------- ---------- Raw materials $ 447,723 $ 801,050 Work-in-process and subassemblies 284,401 318,795 Finished goods 215,589 101,750 --------- ---------- $ 947,713 $1,221,595 ========= ========== Note 3 - ------ Property, plant and equipment, March 31, 2001 December 31, 2000 at cost, consist of the following: (unaudited) --------- ---------- Building $ - $2,004,148 Equipment and computers 371,477 359,186 Furniture and fixtures 215,058 215,058 --------- ---------- Total cost 586,535 2,578,392 Less, accumulated depreciation (243,901) (249,087) --------- ---------- $ 342,634 $2,329,305 ========= ========== Page 8 Note 4 - ------ Accrued expenses consist of the following: March 31, 2001 December 31, 2000 (unaudited) ---------- ---------- Accrued payroll and benefits $ 401,145 $ 372,964 Accrued professional fees 57,500 90,000 Accrued legal and settlement costs 141,500 90,750 Accrued warranty 429,790 391,398 Other 540,268 464,255 ---------- ---------- $1,570,203 $1,409,367 ========== ========== Note 5 - ------ Long-term debt consists of the following: March 31, 2001 December 31, 2000 (unaudited) ---------- ---------- Mortgage, prime interest rate plus 0.25% fixed rate for three years, twenty-year amortization with minimum monthly installments of $11,382 with a final payment of $550,205 due September 1, 2015, collateralized by a first trust deed on land and building $ - $1,195,064 Less current portion - (20,486) ---------- ---------- $ - $1,174,578 ========== ========== Note 6 - ------ Basic and diluted loss per share is based on the weighted average number of common shares outstanding. Potential common stock, which consists of stock options and warrants, has been excluded from per share calculations, as the effect of the assumed exercise of this potential common stock is anti-dilutive at March 31, 2001 and 2000. Note 7 - ------ In March 2001 the Company entered into a $2,261,477 sale-leaseback transaction whereby the Company sold and leased back its corporate headquarters located in San Clemente, California. The result of the sale was a $315,783 gain, which has been deferred and is being amortized over the five-year lease term. The related lease is being accounted for as an operating lease. Also, in connection with the transaction a mortgage payable of $1,190,006 retired. The minimum lease payments required by the lease over the next five years are as follows: 2001 $ 67,616 2002 223,488 2003 223,488 2004 223,488 2005 223,488 2006 55,872 ----------- $ 1,017,440 =========== ITEM 2. Management's Discussion and Analysis of Financial Condition and Results - -------------------------------------------------------------------------------- of Operations. - -------------- Qualifying Statement With Respect To Forward-Looking Information: The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Such forward-looking statements are based upon the current expectations of the Company and speak only as of the date made. These forward-looking statements involve risks, uncertainties and other factors. The factors discussed below under "Forward- Looking Statements" and elsewhere in this Quarterly Report on Form 10-Q are among those factors that in some cases have affected the Company's historic results and Page 9 could cause actual results in the future to differ significantly from the results anticipated in forward-looking statements made in this Quarterly Report on Form 10-Q, in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made by authorized officers of the Company. When used in this Quarterly Report on Form 10-Q, the words "estimate," "project," "anticipate," "expect," "intend," "believe," "hope," "may" and similar expressions, as well as "will," "shall" and other indications of future tense, are intended to identify forward-looking statements. The following discussion should be read in conjunction with the consolidated condensed financial statements and notes thereto. Results of Operations - Three-month period ended March 31, 2001 as compared to the three-month period ended March 31, 2000: Sales for the three months ended March 31, 2001 increased $1,555,667, or 102%, to $3,082,693 from the $1,527,026 reported for the same period in 2000. The increase was due principally to the Company's overall increased marketing efforts and new product introductions of its WaterLase (TM) soft and hard tissue laser system and its Twilite (TM) dental diode soft tissue laser system, both launched in quantity during the third quarter of 2000. The increased marketing efforts included increases in the Company's sales and marketing infrastructure, strengthening of growing alliances with various international distributors and raising customer and patient awareness of the Company's flagship product, the WaterLase (TM). Gross profit for the first quarter of 2001 increased $1,192,699, or 222%, to $1,728,961, or 56% of sales, compared to $536,262, or 35% of sales, for the first quarter of 2000. The increase in gross profit was due principally to the increased sales volume allowing for a greater absorption of fixed manufacturing costs combined with engineered advancements and cost reductions of the Company's product line. Operating expenses for the three months ended March 31, 2001 grew to $2,431,327 compared to $1,552,343 for the same period in 2000, an increase of $878,984, or 57%. Sales and marketing expense increased $958,913, or 150%, during the first quarter of 2001 compared to the same period in 2000 due principally to the Company's expansion of its domestic sales force, its marketing infrastructure, its advertising through professional journals and media modalities, and participation in highly recognized dental conventions and trade shows. General and administrative expense was $474,629 for the first quarter of 2001 compared to $400,878 for the same period in 2000, an increase of $73,751, or 18%. The increase was due principally to increases in various professional and administrative expenses associated with the Company's present growth. Engineering and development expense was $359,759 for the first quarter of 2001 compared to $513,439 for the same period in 2000, a decrease of $153,680, or 30%. The decrease was due principally to the absence of project expenses associated with the development of the Waterlase and Twilite product lines during the first quarter of 2001 as the products were under development during the first quarter of 2000. Interest income for the three months ended March 31, 2001 was comparable to the same period in 2000. Interest expense increased $53,134 to $76,395 for the first quarter of 2001 from $23,261 reported for the same period in 2000. The increase in interest expense was due principally to the Company's $1,200,000 note related to the purchase of its manufacturing facility in August 2000. Page 10 The Company's net loss for the first quarter of 2001 was $772,405 or $0.04 per share, compared to $1,032,096, or $0.06 per share, for the same period in 2000. The decrease in the per-share loss for the first quarter of 2001 was enhanced partially by an 8% increase in weighted average shares outstanding. Financial Condition Cash and cash equivalents increased to $2,534,223 at March 31, 2001 from $2,001,884 at December 31, 2000 due principally to (i) net proceeds of $1,071,471 received from the sale and lease-back of the Company's manufacturing facility in March 2001, and (ii) the exercise of certain stock options generating $243,019 in cash proceeds, offset by cash used by operating activities aggregating $764,802 and capital expenditures of $12,291. Accounts receivable increased $333,405 to $1,091,624 at March 31, 2001 from the $758,219 reported at December 31, 2000. The increase was due principally to orders shipped during March 2001 for which payments will be received during the second quarter of 2001. Inventories, net, at March 31, 2001 were $947,713 compared to $1,221,595 at December 31, 2000, a decrease of $273,882. The decrease was due principally to the Company's improved material planning and production forecasting. The Company believes that its business does not presently operate in a normalized cycle in which information regarding inventory turns would be meaningful but that such information will become meaningful once productions and deliveries of the Company's products are normalized. Prepaid expenses and other current assets at March 31, 2001 were $187,981, reflecting an increase of $7,996 from the $179,985 reported at December 31, 2000. The modest increase was due principally to deposits placed for booth space at dental trade shows that are to be held during 2001. Current liabilities increased to $4,425,725 at March 31, 2001 from the $4,367,651 reported at December 31, 2000. Current portion of long-term debt decreased $20,486 as a result of the sale and lease-back of the Company's manufacturing facility (retirement of the related mortgage note payable), replaced by the $63,156 current portion of the deferred gain on such sale. Accounts payable decreased $159,932 at March 31, 2001 compared to December 31, 2000 due principally to improved inventory management. Accrued expenses increased $160,836 reflecting higher levels of operating expenses associated with the Company's growth, principally increased warranty levels. Net proceeds received from the sale of the Company's manufacturing facility were $1,071,471, after considering the retirement of the related mortgage note payable (see "Liquidity and Capital Resources" below). Capital expenditures during the first three months of 2001 were a modest $12,291. Patents, trademarks and licenses were comparable to those reported at December 31, 2000, less normal amortization for the first three months of 2001. Stockholders' equity decreased to $527,485 at March 31, 2001 from $1,056,871 at December 31, 2000 due to first quarter loss offset by proceeds of $243,019 received from the exercise of certain stock options. Page 11 Liquidity and Capital Resources The Company remains dependent upon its ability to obtain outside financing either through the issuance of additional shares of its common or preferred stock or through borrowings until it achieves sustained profitability through increased sales and improved product margins. The Company's business continues to focus on the manufacturing and marketing of its laser-based technologies incorporated in its newly introduced products, the WaterLase (TM) and the Twilite (TM) laser systems. Financing the development of laser-based medical and dental devices and instruments and the operations of the Company has been achieved principally through the private placements of preferred and common stock and the exercise of stock options and warrants. During the three months ended March 31, 2001 and the three years ended December 31, 2000, the Company raised $243,019 and $12,135,679, respectively, of net equity funds in this manner. Based upon the expected increase in sales, the Company believes that it should have sufficient capital resources to sustain it during the year in relation to its fiscal year 2001 business plan. Should the Company require further capital resources in fiscal year 2001 or 2002, it would most likely address such requirement through a combination of sales of its products, sales of equity securities through private placements, and/or debt financing. If circumstances changed, and additional capital was needed, no assurances can be given that the Company would be able to obtain such additional capital resources. If unexpected events occur requiring the Company to obtain additional capital and it is unable to do so, it then might attempt to preserve its available resources by deferring the creation or satisfaction of various commitments, deferring the introduction of various products or entry into various markets, or otherwise scaling back its operations. If the Company were unable to raise such additional capital or defer certain costs as described above, such inability would have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company and ultimately on its ability to continue as a going-concern. At March 31, 2001, the Company had $1,791,925 outstanding under a revolving credit agreement with a bank. The revolving credit agreement provides for borrowings of up to $2,500,000 for the financing of inventory and is collateralized by substantially all of the Company's accounts receivable and inventories. The interest rate is fixed throughout the term of the credit agreement and is computed based upon LIBOR plus 0.5% at the time of any borrowings. At March 31, 2001, the weighted average interest rate on the outstanding balance was 5.85%. The Company is required to reduce the outstanding loan balance by an amount equal to the cost of goods sold associated with sales of inventory upon collection of sales proceeds. The current revolving credit agreement expires on December 1, 2001 at which point the Company will be required to either pay any remaining balance of the credit facility or refinance the credit facility. No assurances can be given that the Company will be able to refinance the line of credit or that the terms on which it may be able to refinance the line of credit will be as favorable as the terms of the existing line. If the Company is unable to refinance and is therefore required to repay the line of credit, the diversion of resources to that purpose may adversely affect the Company's operations and financial condition. In March 2001 the Company entered into a $2,261,477 sale-leaseback transaction whereby the Company sold and leased back its corporate headquarters located in San Clemente, California. The result of the sale was a $315,783 gain, which has been deferred and is being amortized over the five-year lease term. The related lease is being accounted for as an operating lease. Also, in connection with the transaction a mortgage payable of $1,190,006 retired. Page 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk. - -------------------------------------------------------------------- Not Applicable PART II - OTHER INFORMATION Item 1. Legal Proceedings. - --------------------------- See Item 3 "Legal Proceedings" included within the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2000 for information regarding certain pending legal proceedings. From time to time, the Company is involved in legal proceedings incidental to its business. It is management's opinion that pending actions, individually and in the aggregate, will not have a material adverse effect on the Company's financial condition, and that adequate provision has been made for the resolution of such actions and proceedings. Item 2. Changes in Securities. - ------------------------------- None Item 3. Defaults Upon Senior Securities. - ----------------------------------------- None Item 4. Submission of Matters to a Vote of Security Holders. - ------------------------------------------------------------- None Item 5. Other Information. - --------------------------- None Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------ (a) Exhibits None (b) Reports on Form 8-K None Page 13 SIGNATURE PAGE 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 thereunto duly authorized. BIOLASE TECHNOLOGY, INC. a Delaware Corporation Date: May 21, 2001 /s/ Jeffrey W. Jones -------------- ---------------------------------------- Jeffrey W. Jones President & Chief Executive Officer Date: May 21, 2001 /s/ Stephen R. Tartamella -------------- ---------------------------------------- Stephen R. Tartamella Vice President & Chief Financial Officer Page 14 -----END PRIVACY-ENHANCED MESSAGE-----