8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): March 17, 2005

BIOLASE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19627	87-0442441
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

981 Calle Amanecer

San Clemente, California 92673

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 361-1200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 17, 2005, BIOLASE Technology, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Form 12b-25, notifying the SEC that the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “Annual Report”) could not be timely filed. The Company did not represent in its Form 12b-25 that it would be able to file its Annual Report by March 31, 2005, which is required by SEC rules to obtain a 15-day extension of the filing deadline; however, the Company is working diligently to complete the Annual Report. The Company has been notified by the NASDAQ National Market (“Nasdaq”) that if it does not file its Annual Report by March 31, 2005, a notice of delisting will be issued. In such event, the Company intends to request and participate in a hearing before a NASDAQ panel regarding its compliance with the listing standards.

A copy of the press release announcing the filing of the Form 12b-25 is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference. A copy of the Form 12b-25 is attached hereto as Exhibit 99.2 and is hereby incorporated herein by reference.

Item 8.01. Other Events.

On March 17, 2005, the Company announced that it will delay the filing of its Annual Report. A copy of the press release relating to the announcement is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit	Description
99.1	Press Release dated March 17, 2005.
99.2	Form 12b-25 dated March 17, 2005.

2

SIGNATURES

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.

Dated: March 18, 2005	BIOLASE TECHNOLOGY, INC.
	By:	/s/ John Hohener
		John Hohener
		Executive Vice President and
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 17, 2005.
99.2	Form 12b-25 dated March 17, 2005.

4

EX-99.1

Exhibit 99.1

BIOLASE Postpones Form 10-K Filing

BIOLASE Reports Preliminary Fourth Quarter Revenue of $19.2 million

SAN CLEMENTE, CA, Mar 17, 2005 (MARKET WIRE via COMTEX) — BIOLASE Technology, Inc. (NASDAQ: BLTI), a medical technology company that develops, manufactures and markets lasers and related products for dental and medical applications, announced today the postponement of its Form 10-K for the fiscal year 2004. At this time, the Company has not completed its financial statements or management’s assessment of the effectiveness of internal control over financial reporting for the fiscal year 2004. The remaining open items include, but are not limited to, the evaluation and accounting treatment of the previously announced Diodem transaction as well as other areas discussed below. The Company also expects, upon completion of management’s assessment of internal control over financial reporting as required by the Sarbanes-Oxley Act Section 404, to identify significant deficiencies and potentially material weaknesses in its internal control, particularly in the areas of inventory, accruals, deferred revenue and sales tax. At this time, the Company has not completed its assessment and therefore is unable to identify areas of internal control that may have material weaknesses. However, management may identify control deficiencies that result in material weaknesses as it completes its assessment of internal control over financial reporting. If material weaknesses exist, management will be required to conclude, and report in its 2004 Form 10-K, that its internal control over financial reporting was not effective at December 31, 2004. Likewise, in this event, the Company’s independent registered public accounting firm would be required to issue an adverse opinion on the effectiveness of its internal control over financial reporting.

During the course of the 2004 financial closing process, management became aware of potential adjustments to prior periods relating to the following items: (i) approximately $1.0 million to $1.5 million in under accrued sales tax and value-added tax obligations in 2002 and 2003, which may be partially reversed due to settlements of such obligations during 2004; (ii) deferral of approximately $350,000 of revenue that was originally recognized in 2003 to 2004; and (iii) corrections to certain accrued liabilities aggregating approximately $325,000 during 2003 and the quarters in 2004. Management is currently in the process of assessing the impact and the materiality of these potential adjustments on prior periods. None of these potential adjustments affect the current cash flows of the Company.

Robert E. Grant, President and CEO, stated, “We regret the delay and appreciate the patience of our stockholders as the Company works to complete its financial closing process. Although the Sarbanes-Oxley Act Section 404 compliance has been a significant challenge for the Company, we believe our efforts to improve our internal control and procedures will make our Company stronger in the long term.”

Total revenue for the fourth quarter of 2004 is expected to be approximately $19.2 million. Gross margins are expected to be approximately 58% for the fourth quarter due to increased manufacturing costs related to initial start-up production of the Waterlase MD. Sales and marketing expenses and engineering and development expenses for the fourth quarter are expected to be approximately $6.6 million and $1.1 million, respectively. As previously stated in our press release dated January 27, 2004, we expect to incur a loss for the fourth quarter and for the full 2004 fiscal year. At December 31, 2004, the Company had total cash, cash equivalents and short-term investments of approximately $31.4 million and accounts receivable of approximately $9.8 million. During the fourth quarter of 2004, the Company substantially completed its share repurchase program with the repurchase of 438,500 shares at an average price of $6.76 per share. The Company’s total share repurchase now totals 1,963,500 shares at an average price of $8.35 per share, amounting to $16.4 million.

“During the fourth quarter, we experienced strong demand for the Waterlase MD laser system, shipping over 190 systems, which represented approximately 60% of all Waterlase system revenue in the fourth quarter. We are working diligently with our suppliers to ensure appropriate and continuous supply of parts both in quantity and quality as we strive to meet the needs of our customers,” commented, Robert E. Grant, President and CEO.

About BIOLASE

BIOLASE Technology, Inc. (http://www.biolase.com) is a medical technology company that designs, manufacturers and markets proprietary dental laser systems that allow dentists, oral surgeons and other specialists to perform a broad range of common dental procedures, including cosmetic applications. The company’s products incorporate patented and patent pending technologies focused on reducing pain and improving clinical results. Its primary product, the Waterlase(R) system, is the best selling dental laser system. The Waterlase(R) system uses a patented combination of water and laser to precisely cut hard tissue, such as bone and teeth, and soft tissue, such as gums, with minimal or no damage to surrounding tissue. The company also offers the LaserSmile(TM) system, which uses a laser to perform soft tissue and cosmetic procedures, including tooth whitening.

This release may contain forward-looking statements that are based on the current expectations and estimates by our management. These forward-looking statements can be identified through the use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and variations of these words or similar expressions. Forward-looking statements in this release include statements regarding our expected revenue, Waterlase MD sales, gross margins, sales and marketing expenses, engineering and development expenses, general and administrative expenses, Sarbanes-Oxley implementation, cash flow from operations, total cash balance, accounts receivable balance, share repurchase program, revenue growth, the type and amount of potential adjustments to prior periods, our expectations about improvements in our internal controls and success of our technology, expectations about improved business in the future and market acceptance of our products. These statements speak only as of the date hereof, are based upon the information available to us now, are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Such information is subject to change, and we undertake no obligation to update such statements.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, completion of our evaluation of our fiscal results for 2004, completion of our analysis of potential adjustments to our prior periods, our future operating results and expenses, anticipated cost savings as a result of the settlement of litigation, expectations about product development and licensing opportunities, variation in demand for our products, changes in the market acceptance of our products, introduction of new products by competitors, adverse market and political conditions, both in the United States and internationally, technological advancements in our target markets, availability and pricing of competing products and technologies, effectiveness of our expense and product cost control efforts, difficulties in managing our growth, if any, intellectual property disputes, natural disasters and other events beyond our control, as well as other factors detailed in our filings with the Securities and Exchange Commission.

For further information, please contact:

Robert E. Grant

President & CEO

John W. Hohener

Executive Vice President and CFO

Or

Scott Jorgensen

Director of Finance & Investor Relations

BIOLASE Technology, Inc.

+1-949-361-1200

SOURCE: BIOLASE Technology, Inc.

EX-99.2

Exhibit 99.2

(Check One): x  Form 10-K ¨  Form 20-F ¨  Form 11-K ¨  Form 10-Q ¨  Form N-SAR ¨  Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-19627 CUSIP NUMBER: 090911 10 8

For Period Ended: December 31, 2004

¨  Transition Report on Form 10-K

¨  Transition Report on Form 20-F

¨  Transition Report on Form 11-K

¨  Transition Report on Form 10-Q

¨  Transition Report on Form N-SAR

For the Transition Period Ended:                                                              

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:             

PART I — REGISTRANT INFORMATION

BIOLASE TECHNOLOGY, INC.

Full Name of registrant

Not applicable

Former Name if Applicable

981 Calle Amanecer

Address of Principal Executive Office (Street and Number)

San Clemente, California 92673

City, State and Zip Code

PART II—RULES 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 box if appropriate.)

¨	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

As described in the registrant’s press release dated March 17, 2005, the registrant has filed this Form 12b-25 to notify the Commission that it was unable to timely file its Form 10-K. The principal reasons for the delayed filing are: (i) the registrant has not completed its review of its internal control over its financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 and (ii) the registrant has not completed the preparation of its financial statements as it continues to review potential adjustments to prior year financial statements and quarterly periods in 2004 and was unable to complete this review on a schedule that would have permitted timely filing of the Form 10-K. The remaining open items with respect to the financial statements for the 2004 fiscal year include, but are not limited to, the evaluation and accounting treatment of the previously announced Diodem transaction as well as other areas discussed in this Form 12b-25, including in Part IV. The registrant also expects, upon completion of management’s assessment of internal control over financial reporting as required by the Sarbanes-Oxley Act Section 404, to identify significant deficiencies and potentially material weaknesses in its internal control, particularly in the areas of inventory, accruals, deferred revenue and sales tax. At this time, the registrant has not completed its assessment and therefore is unable to identify areas of internal control that may have material weaknesses. However, management may identify control deficiencies that result in material weaknesses as it completes its assessment of internal control over financial reporting. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. If material weaknesses exist, management will be required to conclude, and report in its 2004 Form 10-K, that its internal control over financial reporting was not effective at December 31, 2004. Likewise, in this event, the registrant’s independent registered public accounting firm would be required to issue an adverse opinion on the effectiveness of its internal control over financial reporting.

The registrant plans to file its Form 10-K for the 2004 fiscal year as soon as practicable, but does not currently expect that such filing will occur on or before the fifteenth day following the required filing date (March 16, 2005) as prescribed by Rule 12b-25 of the Exchange Act of 1934.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, the matters set forth in this Form 12b-25, including the registrant’s expectations as to the timing of the completion of its analysis as to its internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, the expected filing date of its Form 10-K for the 2004 fiscal year and the timing of the completion of management’s review of potential adjustments to prior year financial statements and quarterly periods in 2004 and the amounts and items being considered in connection with such potential adjustments, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements speak only as of the date hereof and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the results and effect of the registrant’s review of its accounting matters, any potential SEC or Nasdaq inquiry with respect to the potential adjustments or the registrant’s accounting practices, the ability of the registrant to file its periodic reports, the impact on the registrant’s business and the risks detailed from time to time in the registrant’s periodic reports filed under the Exchange Act of 1934, including its quarterly report on Form 10-Q/A for the period ended September 30, 2004 filed November 10, 2004. The registrant disclaims any intent or obligation to update or revise any forward looking statements.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

John Hohener (Name) 949 (Area Code) 361-1200 (Telephone Number)

(2) Have all other periodic reports 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 report(s) been filed? If 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?     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.

As discussed under Part III above, the registrant (i) has not completed its review of its internal control over its financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 and (ii) continues to review potential adjustments to prior year financial statements and quarterly periods in 2004. At this time, the registrant is considering potential adjustments to prior periods relating to the following items: (i) approximately $1.0 million to $1.5 million in under accrued sales tax and value-added tax obligations in 2002 and 2003, which may be partially reversed due to settlements of such obligations during 2004; (ii) deferral of approximately $350,000 of revenue that was originally recognized in 2003 to 2004; and (iii) corrections to certain accrued liabilities aggregating approximately $325,000 during 2003 and the quarters in 2004. The registrant is currently in the process of assessing the impact and the materiality of these potential adjustments on prior periods but has not completed its review. Although the registrant has not concluded the process of preparing its financial statements for the 2004 fiscal year, when such statements are complete, the registrant expects to report increased sales from the 2003 fiscal year and a loss for the 2004 fiscal year. There can be no assurance that the registrant’s review of accounting matters will not result in adjustments other than the adjustments described above.

BIOLASE TECHNOLOGY, INC.

(Name of registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 17, 2005	By:	/s/ John Hohener
			John Hohener, Executive Vice President and Chief Financial Officer