10-Q/A 1 d10qa.txt AMENDMENT #2 TO FORM 10-Q DTD. 03/31/2002 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (AMENDMENT NO.2 TO 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, 2002 or [_] 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 000-19627 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 mark 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 20,027,948 Title of Class Number of Shares Outstanding at April 22, 2002 ================================================================================ PORTIONS AMENDED/EXPLANATORY NOTE Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 was originally filed with the Securities and Exchange Commission on May 15, 2002 and amended on July 24, 2002. We are filing this Amendment No. 2 on Form 10-Q/A solely to modify our request for confidential treatment of certain portions of Exhibit 10.3 filed with the original Quarterly Report on Form 10-Q, in response to comments received from the Securities and Exchange Commission. Except as set forth in Exhibit 10.3 filed with this Amendment No. 2 on Form 10-Q/A, no other changes or amendments are made to our original Quarterly Report on Form 10-Q. This Amendment No. 2 on Form 10-Q/A speaks only as of the date the Quarterly Report on Form 10-Q was originally filed and, except as noted above, we have not undertaken herein to amend, supplement or update any information contained in the original Quarterly Report on Form 10-Q to give effect to subsequent events. For a more recent description of our business and the risk factors that may affect our business, results of operations and financial condition, we urge you to carefully review and consider the various disclosures made by us in our other reports and filings made with the Securities and Exchange Commission after March 31, 2002. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. --------------------------------- (a) Exhibits 3.1 Restated Certificate of Incorporation, as Amended. Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on April 14, 1994. 3.2 Amended and Restated Bylaws. Incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB filed on September 15, 1995. 10.1+ Employment Offer Letter dated January 8, 1999 from Jeffrey W. Jones, the Registrant's CEO, to Keith G. Bateman, the Registrant's Vice President, Global Sales. Incorporated by reference to Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q/A filed on July 24, 2002. 10.2 Employment Agreement dated January 1, 2002 between the Registrant and Jeffrey W. Jones. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 15, 2002. 10.3+ Asset Purchase Agreement, dated January 29, 2002, between Asclepion-Meditec AG and the Registrant's subsidiary, BIOLASE Europe GmbH. 10.4 Agreement for the Purchase of a Built-Up Property, dated January 29, 2002, between Asclepion-Meditec AG and the Registrant's subsidiary, BIOLASE Europe GmbH. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 15, 2002. 10.5+ Agreement, dated January 29, 2002, between Asclepion-Meditec AG and the Registrant's subsidiary, BIOLASE Europe GmbH. Incorporated by reference to Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q/A filed on July 24, 2002. ------------------- + Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the SEC. (b) Reports on Form 8-K None 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. September 13, 2002 BIOLASE TECHNOLOGY, INC., (Registrant) By: /s/ Edson J. Rood ----------------------------------- Edson J. Rood Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 3