-----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, WRGCMfUrtjOb3+11LhX8UCBWaWOgeq8UOFSNIH8Zck5bUZpQnPybvT0Nsm+QdzW3 ZgDYPdRdNASXn19pSfrLzQ== 0001017062-98-001985.txt : 19980916 0001017062-98-001985.hdr.sgml : 19980916 ACCESSION NUMBER: 0001017062-98-001985 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980915 SROS: NASD 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19627 FILM NUMBER: 98709923 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 8-K/A 1 FORM 8-K FOR THE PERIOD JULY 2, 1998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 1998 BIOLASE TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-19627 87-0442441 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification Number) 981 Calle Amanecer, San Clemente, California 92673 (949) 361-1200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices) Item 2. Acquisition or Disposition of Assets. - ------- ------------------------------------- On July 2, 1998, BioLase Technology, Inc., a Delaware corporation (the "Company"), acquired substantially all of the assets and assumed certain specified liabilities of Laser Skin Toner, Inc., a Missouri corporation ("LSTI") (the "Acquisition"). The assets acquired relate primarily to LSTI's proprietary laser-based technology providing non-invasive laser treatment in the field of aesthetic skin rejuvenation, including all intellectual property rights (consisting of patents, patent applications, a trademark application and certain know-how) (the "Assets"). As consideration for the Assets, the Company issued to LSTI an aggregate of 1,600,000 authorized but previously unissued shares of the Company's Common Stock, $.001 par value (the "Shares"), 1,417,120 of which were delivered to LSTI at the closing of the Acquisition. The remaining 182,880 Shares (the "Performance Shares") were issued in the name of LSTI, but will be retained by the Company pending the achievement by the business based on the Assets of specified performance objectives. The number of Shares to be issued in the transaction was determined by the Company based upon negotiations between LSTI and the Company regarding the respective value of the Assets and the Shares. The Company has agreed to register under the Securities Act of 1933, as amended, under certain conditions, no less than one-half of the Shares then held by LSTI or its shareholders. The Assets were being developed by LSTI, an early stage development company, for applications including use in the field of aesthetic skin rejuvenation. The Company intends, once commercial development has been achieved, to manufacture and market the laser Skin Toner system based on the Assets in such field through its newly formed Aesthetics Division, which also includes the Company's patented DermaLase(TM) HydroKinetic(TM) System and Lazer ToothBrush(TM). The Company and Terry A. Fuller, Ph.D., President and CEO and a principal shareholder of LSTI, have agreed to negotiate in good faith with a view towards a definitive agreement establishing an ongoing relationship that would include granting the Company a right of first refusal to technology developed by Dr. Fuller with potential applications in aesthetics and cutaneous surgery. Pursuant to a separate agreement, the Company also issued 50,000 shares of its Common Stock to O'Donnell Eye Centers Incorporated, a Missouri corporation (OECI), in consideration for the license of technology that is the subject of a pending patent application. Frank O'Donnell, M.D., the Chairman of LSTI, is an officer, director and principal shareholder of OECI. 2 Item 7. Financial Statements and Exhibits. - ------ ---------------------------------- (a) Financial statements of businesses acquired. Audited balance sheets of LSTI at December 31, 1996 and 1997 and related statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997, and the audited balance sheet of LSTI at March 31, 1998 and the related audited statement of operations, stockholders' equity and cash flows for the three months then ended, are included herewith. INDEPENDENT AUDITORS' REPORT Board of Directors Laser Skin Toner, Inc. St. Louis, Missouri We have audited the accompanying balance sheets of Laser Skin Toner, Inc., a development stage company, as of March 31, 1998 and December 31, 1997, 1996, and 1995, and the related statements of operations, changes in stockholders' deficit, and cash flows for the three months and the years then ended, respectively. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material aspects, the financial position of Laser Skin Toner, Inc., a development stage company, at March 31, 1998 and December 31, 1997, 1996, and 1995 and the results of its operations and its cash flows for the three months and the years then ended, respectively, in conformity with generally accepted accounting principles. /s/ Stone Carlie & Company, L.L.C. June 25, 1998 St. Louis, Missouri 3 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- BALANCE SHEETS
ASSETS DECEMBER 31, MARCH 31, ---------------------------------------------- 1998 1997 1996 1995 ------------------------------------------------------------------ CURRENT ASSETS Cash - $ 52 $ 1,551 $ 1,713 Due from affiliated companies $ 12,089 12,089 10,590 10,590 Due from stockholder 1,938 1,938 1,938 1,938 ------------------------------------------------------------------ TOTAL CURRENT ASSETS 14,027 14,079 14,079 14,241 ------------------------------------------------------------------ OTHER ASSETS Organization costs, net of accumulated amortization - - 4,064 11,505 ------------------------------------------------------------------ $ 14,027 $ 14,079 $ 18,143 $ 25,746 ================================================================== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Notes payable to related parties $ 154,452 $ 151,053 $ 138,581 $ 127,139 Accounts payable - stockholder 32,577 - - - Due to affiliated company 344,583 288,556 - - ------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 531,612 439,609 138,581 127,139 ------------------------------------------------------------------ STOCKHOLDERS' DEFICIT Common stock - $1 par value; 30,000 shares authorized; 10,900 shares issued and outstanding at March 31, 1998 and December 31, 1997 and 500 shares issued and outstanding at December 31, 1996 and 1995 10,900 10,900 500 500 Less: Stock subscriptions receivable (10,900) (10,900) (500) (500) Accumulated deficit (120,438) (120,438) (120,438) (101,393) Deficit accumulated during the development stage (397,147) (305,092) - - ------------------------------------------------------------------ (517,585) (425,530) (120,438) (101,393) ------------------------------------------------------------------ $ 14,027 $ 14,079 $ 18,143 $ 25,746 ==================================================================
- -------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 4 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS
THREE MONTHS ENDED YEARS ENDED DECEMBER 31, DEVELOPMENT MARCH 31, ------------------------------------ STAGE 1998 1997 1996 1995 PERIOD * --------------------------------------------------------------------- REVENUES $ 890 -------- EXPENSES Research and development expenses $ 45,930 $ 192,901 - - $ 238,831 Professional fees 19,957 57,521 - - 77,478 Interest expense 3,399 12,472 $ 11,442 10,498 15,871 Amortization - 4,064 7,441 7,441 4,064 General and administrative expenses 22,769 38,134 162 64 60,903 -------------------------------------------------------------------- 92,055 305,092 19,045 18,003 397,147 -------------------------------------------------------------------- NET LOSS $(92,055) $(305,092) $(19,045) $(17,113) $(397,147) ====================================================================
* Three months ended March 31, 1998 and year ended December 31, 1997. - -------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 5 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT THREE MONTHS ENDED MARCH 31, 1998 AND YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 AND DEVELOPMENT STAGE PERIOD*
COMMON STOCK STOCK DEFICIT ACCUMULATED ----------------------- SUBSCRIPTIONS ACCUMULATED DURING DEVELOPMENT STOCK AMOUNT RECEIVABLE DEFICIT STAGE -------------------------------------------------------------------------- BALANCE, December 31, 1994 500 $ 500 $ (500) $ (84,280) - Net Loss for 1995 - - - (17,113) - -------------------------------------------------------------------- BALANCE, December 31, 1995 500 500 (500) (101,393) - Net Loss for 1996 - - - (19,045) - -------------------------------------------------------------------- BALANCE, December 31, 1996 500 500 (500) (120,438) - Common Stock Subscribed in 1997 10,400 10,400 (10,400) - - Net Loss for 1997 - - - - $(305,092) -------------------------------------------------------------------- BALANCE, December 31, 1997 10,900 10,900 (10,900) (120,438) (305,092) Net Loss for the Three Months Ended March 31, 1998 - - - - (92,055) -------------------------------------------------------------------- 10,900 $10,900 $(10,900) $(120,438) $(397,147) ====================================================================
* Three months ended March 31, 1998 and year ended December 31, 1997. - -------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 6 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS
THREE MONTHS YEARS ENDED DECEMBER 31, ENDED MARCH ------------------------------------ DEVELOPMENT 1998 1997 1996 1995 STAGE PERIOD * --------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(92,055) $(305,092) $(19,045) $(17,113) $(397,147) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Amortization - 4,064 7,441 7,441 4,064 Changes in assets and liabilities: Due from affiliated companies - (1,499) - - (1,499) Notes payable to related parties 3,399 12,472 11,442 10,499 15,871 Accounts payable - stockholder 32,577 - - - 32,577 Due to affiliated company 56,027 288,556 - - 344,583 -------------------------------------------------------------------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (52) (1,499) (162) 827 (1,551) -------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of amount borrowed from affiliated company - - - (5,000) - -------------------------------------------------------------------- NET CASH USED BY FINANCING ACTIVITIES: - - - (5,000) - -------------------------------------------------------------------- NET DECREASE IN CASH (52) (1,499) (162) (4,173) (1,551) CASH, Beginning of period 52 1,551 1,713 5,886 1,551 -------------------------------------------------------------------- CASH, End of period - $ 52 $ 1,551 $ 1,713 - ====================================================================
* Three months ended March 31, 1998 and year ended December 31, 1997. - -------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 7 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 AND DECEMBER 31, 1997, 1996 AND 1995 NOTE 1 - OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OPERATIONS The company is a development stage company engaged in the development of a proprietary non-invasive, laser technology for functionally and aesthetically improving the skin. A company related through common ownership has provided substantially all of the funding expended by the company for the research and development of the technology. The development period began in 1997. The company had been inactive in the immediately preceding years. The company is currently negotiating the sale of the laser technology it has developed. Under the terms of the proposed sale, the company will receive up to 1,600,000 shares of unregistered common stock of BioLase Technologies, Inc., a publicly traded company based in California. Management expects continued funding from the related company if the sale is not consummated. RESEARCH AND DEVELOPMENT COSTS Research and development costs are charged to expense as incurred. ORGANIZATION COSTS Organization costs are amortized over a period of five years under the straight-line method. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 8 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- NOTE 2 - RELATED PARTY TRANSACTIONS The amounts due to and from affiliated companies and due from stockholder are unsecured, non-interest bearing loans due on demand. The notes payable to related parties are unsecured. Principal and interest at 9% per annum are due on December 31, 1998. NOTE 3 - INCOME TAXES At December 31, 1997, the company has net operating loss carryforwards of $296,760 which are available to offset future taxable income. The loss carryforwards expire at various dates between 2007 and 2012. Deferred income taxes are provided for temporary differences between the tax and financial reporting bases of the company's assets and liabilities and for the future tax benefit related to its net operating loss carryforward. Deferred income taxes are based on enacted tax laws and statutory tax rates expected to be in effect in the periods in which the differences or net operating loss are expected to affect taxable income. The differences, which relate to research and development costs and professional fees, as well as the net operating loss would result in deferred tax assets. The deferred tax assets represent the estimated future tax return consequences of the aforementioned items, which will be deductible when the assets are recovered or the net operating loss is utilized. Deferred tax assets are reduced by a valuation allowance when management believes it is more likely than not that the deferred tax assets will not be realized. A valuation allowance has been applied to reduce deferred tax assets to zero as follows:
DECEMBER 31, MARCH 31, ---------------------------------------------- 1998 1997 1996 1995 --------------------------------------------------------------- Deferred tax assets $180,000 $168,000 $48,000 $40,000 Less valuation allowance 180,000 168,000 48,000 40,000 --------------------------------------------------------------- - - - - ===============================================================
- -------------------------------------------------------------------------------- 9 LASER SKIN TONER, INC. (A Development Stage Company) - -------------------------------------------------------------------------------- NOTE 4 - COMMITMENTS In 1997, the company entered into a consulting agreement for advice and assistance in considering a merger, sale of assets or other business combination and for investment banking services in consummating such a transaction. A fee of 200 shares of company stock is payable for the services rendered under the agreement, upon consummation of a sale. NOTE 5 - SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS In 1997, the company issued common stock for which consideration has not been received. The amount due from the stockholders is reflected as stock subscriptions receivable in the stockholders' deficit section of the balance sheet. - -------------------------------------------------------------------------------- 10 (b) Pro forma financial information. The following Unaudited Pro Forma Combined Condensed Balance Sheet of the Company as of June 30, 1998 and the Unaudited Pro Forma Combined Condensed Statements of Income of the Company for the year ended December 31, 1997 and the six months ended June 30, 1998, give effect to the Acquisition accounted for under the purchase method of accounting. The Company's unaudited pro forma combined condensed financial statements are based on the historical consolidated financial statements of LSTI and the Company under the assumptions and adjustments set forth in the accompanying notes to the Company's unaudited pro forma combined condensed financial statements. The Company's Unaudited Pro Forma Combined Condensed Balance Sheet assumes that the Acquisition was consummated on June 30, 1998, and the Company's Unaudited Pro Forma Combined Condensed Statements of Income assume that the Acquisition was consummated on January 1, 1997. The pro forma adjustments are based on the Acquisition Agreement dated July 2, 1998 (the "Agreement") which provided for LSTI to receive an aggregate 1,600,000 shares of the Company's common stock, 1,417,120 of which were delivered to LSTI at the closing, in exchange for the purchase of substantially all of the assets of LSTI. The remaining 182,880 shares of common stock were issued in the name of LSTI, but retained by the Company pending the achievement by the business based on the acquired assets of specified performance objectives and are not considered as a component of the purchase price. The fair market value of the aggregate common shares issued at the close related to the Acquisition was $4,959,920 based on a per share price of $3.50 representing the last per share sales price of the Company's common stock as reported on the Nasdaq SmallCap Market on July 2, 1998. The 182,880 shares of common stock issued, but retained by BLTI pending specific performance by the business, are valued at $640,080 and shall be accounted for as goodwill if and when the contingent shares are released to LSTI. For purposes of developing the Company's Unaudited Pro Forma Combined Condensed Balance Sheet, the book values of LSTI's acquired assets are assumed to approximate fair value, net of amounts representing purchased research and development for which no alternative use exists of $4,959,920, has been assigned to patents and shall be amortized over a five-year period. The Company's Unaudited Pro Forma Combined Condensed Statements of Income do not reflect a one-time, non-cash/non-recurring charge of $4,959,620 representing purchased research and development costs for which no alternative use exists should the Company be unable to achieve the anticipated objectives and economic benefits related to such developmental efforts. Such charge shall be reflected within the Company's results of operations for the three-month period ending September 30, 1998. The Company has obtained independent third party appraisals for the acquired in-process research and development costs and certain other intangible assets, primarily patents and trademarks. The Company's unaudited pro forma combined condensed financial statements may not be indicative of the results that actually would have occurred if the Acquisition had been consummated on the dates indicated or which may be obtained in the future. The Company's unaudited pro forma combined condensed financial statements should be read in conjunction with related historical consolidated financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Form 10-K for the year ended December 31, 1997 and its Form 10-Q for the three and six-month periods ended June 30, 1998. -11-
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME Year Ended December 31, 1997 Six Months Ended June 30, 1998 -------------------------------------------------- ----------------------------------------------- Historical Pro Historical Pro ------------------------ Pro Forma Forma ---------------------- Pro Forma Forma BLTI LSTI Adjustments New BLTI BLTI LSTI Adjustments New BLTI ----------- ---------- ---------- ----------- ----------- -------- ----------- ----------- Sales $ 1,786,285 $ - $ - $ 1,786,285 $ 498,617 $ - $ - $ 498,617 Cost of sales 1,527,242 - - 1,527,242 501,168 - - 501,168 ----------- ---------- ---------- ----------- ----------- -------- ----------- ----------- Gross profit (loss) 259,043 - - 259,043 (2,551) - - (2,551) ----------- ---------- ---------- ----------- ----------- -------- ----------- ----------- Operating expenses: Sales and marketing 955,192 - - 955,192 572,747 - - 572,747 General and administrative 1,280,171 99,719 15,000 1,394,890 733,970 42,726 7,500 784,196 Engineering and development 1,022,733 192,901 - 1,215,634 708,851 45,930 - 754,781 ----------- ---------- ---------- ----------- ----------- -------- ----------- ----------- Total operating expenses 3,258,096 292,620 15,000 3,565,716 2,015,568 88,656 7,500 2,111,724 ----------- ---------- ---------- ----------- ----------- -------- ----------- ----------- Loss from operations (2,999,053) (292,620) (15,000) (3,306,673) (2,018,119) (88,656) (7,500) (2,114,275) Interest income (expense), net 175,143 (12,472) - 162,671 (14,143) (3,399) - (17,542) ----------- ---------- ---------- ----------- ----------- -------- ----------- ----------- Net loss (3) $(2,823,910) $(305,092) $ (15,000) $(3,144,002) $(2,032,262) $(92,055) $ (7,500) $(2,131,817) =========== ========== ========== =========== =========== ======== ========== =========== Basic loss per share ($0.21) $ - ($0.01) ($0.21) ($0.15) $ - ($0.01) ($0.14) =========== ========== ========== =========== =========== ======== ========== =========== Weighted average shares outstanding 13,385,318 - 1,417,120 14,802,438 13,742,334 - 1,417,120 15,159,454 =========== ========== ========== =========== =========== ======== ========== ===========
Notes to Unaudited Pro Forma Combined Condensed Statements of Income The following is a summary of adjustments reflected in the Company's Unaudited Pro Forma Combined Condensed Statements of Income: (1) Represents one year's amortization of the excess purchase price over the fair value of LSTI net tangible assets acquired over the average estimated useful life of 5 years. (2) Represents six month's amortization of the excess purchase price over the fair value of LSTI net tangible assets acquired over the average estimated useful life of 5 years. (3) In connection with the Acquisition, an independent valuation has been obtained which valued current in-process research and development efforts acquired for which no alternative use exists at approximately $4,960,000, which will be charged to ongoing operations immediately following the Acquisition. In accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 4, "Applicability of FASB No. 2 to Business Combinations Accounted for by the Purchase Method," the costs assigned to in-process research and development for which no alternative use exists are charged to expense on the date of consummation of the business combination. Such non-recurring expense has not been reflected in the Pro Forma Combined Condensed Statements of Income. -12- UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
As of June 30, 1998 ------------------------------------------------------------------- Historical Pro ------------------------------ Pro Forma Forma BLTI LSTI Adjustments New BLTI ------------ ----------- ------------ ------------ Current Assets: Cash and cash equivalents $ 213,074 $ - $ - $ 213,074 Marketable securities 627,817 - - 627,817 Accounts receivable, net 1,060,252 - - 1,060,252 Due from affiliates - 14,027 (14,027) (1) - Inventories, net 1,008,777 - - 1,008,777 Prepaid expenses and other current assets 110,094 - - 110,094 ------------ ----------- ----------- ------------ Total current assets 3,020,014 14,027 (14,027) 3,020,014 Property and equipment, net 181,804 - - 181,804 Patents, licenses and trademarks, net 95,508 - 75,000 (2) 170,508 Other assets 98,666 - - 98,666 ------------ ----------- ----------- ------------ Total assets $ 3,395,992 $ 14,027 $ 60,973 $ 3,470,992 ============ =========== =========== ============ Current liabilities: Notes payable to related parties $ - $ 154,452 $ (154,452) (1) $ - Accounts payable - stockholder - 32,577 (32,577) (1) - Due to affiliated company - 344,583 (344,583) (1) - Line of credit 301,233 - - 301,233 Accounts payable 481,240 - - 481,240 Accrued expenses 480,440 - 75,000 (3) 555,440 Accrued costs related to dissolution of foreign subsidiary 38,069 - - 38,069 ------------ ----------- ----------- ------------ Total current liabilities 1,300,982 531,612 (456,612) 1,375,982 ------------ ----------- ----------- ------------ Stockholders' equity: Preferred stock - - - Common stock 13,463 10,900 (10,900) (4) 14,880 1,417 (5) Additional paid-in capital 29,755,652 4,958,503 (5) 34,714,155 Receivable from stockholders and unearned services (50,766) (10,900) 10,900 (1) (50,766) Deficit accumulated during the development stage - (397,147) 397,147 (4) - Accumulated deficit (27,623,339) (120,438) 120,438 (4) (32,583,259) (4,959,920) (6) ------------ ----------- ----------- ------------ Total stockholders' equity 2,095,010 (517,585) 517,585 2,095,010 ------------ ----------- ----------- ------------ Total liabilities and stockholders' equity $ 3,395,992 $ 14,027 $ 60,973 $ 3,470,992 ============ =========== =========== ============
Notes to Unaudited Pro Forma Combined Condensed Balance Sheet The following is a summary of the adjustments reflected in the Company's Unaudited Pro Forma Combined Condensed Balance Sheet: (1) Represents the elimination of intercompany and related party receivables and payables not assumed in connection with the Acquisition. (2) Represents the excess of the purchase price over the fair value of the net tangible assets acquired net of purchased research and development for which no alternative use exists (See Note 6), which is to be amortized over a five year period. (3) Represents direct costs incurred by the Company in connection with the Acquisition. (4) Represents the elimination of the historical equity balances of LSTI. (5) Reflects the additional 1,417,120 shares of Common Stock to be issued by the Company to the shareholders of LSTI in connection with the Acquisition at an assumed price of $3.50 per share (the market value of the Company's Common Stock on the date of consummation). Adjustment does not reflect 182,880 shares of the Company's Common Stock which are contingently issuable upon the achievement of specific performance criteria of the business. (6) In connection with the Acquisition, an independent valuation has been obtained which valued current in-process research and development efforts acquired for which no alternative use exists at $4,959,920, which will be charged to ongoing operations immediately following consummation of the Acquisition. In accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 4, "Applicability of FASB No. 2 to Business Combinations Accounted for by the Purchase Method," the costs assigned to in-process research and development for which no alternative use exists are charged to expense on the date of consummation of the business combination. Such non-recurring expense as not been reflected in the pro forma statements of income. -13- (c) Exhibits. Exhibit No. Description ----------- ----------- 10.27* Agreement and Plan of Reorganization, dated July 2, 1998, by and among the Company, LSTI, Dr. O'Donnell, Dr. Fuller and Johnny Williams. 10.28* Technology License Agreement, dated July 2, 1998, by and between the Company and OECI. 23.4* Consent of Stone Carlie & Company, L.L.C. ___________ * Previously filed 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized. REGISTRANT: BIOLASE TECHNOLOGY, INC. Dated: September 15, 1998 By: /s/ Donald A. LaPoint -------------------------- ------------------------------------- Donald A. LaPoint President and Chief Executive Officer -15- -----END PRIVACY-ENHANCED MESSAGE-----