-----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, RvXLQErfawRCAMjoYgLsEPvXIsK2A+/Qzc69SCQjKA61JhxRHU+4ZY4RDI01xQqQ ZLawbWrSkDHg14iE+H9epw== 0001193125-05-074029.txt : 20050411 0001193125-05-074029.hdr.sgml : 20050411 20050411171849 ACCESSION NUMBER: 0001193125-05-074029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050405 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19627 FILM NUMBER: 05744647 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 FORMER COMPANY: FORMER CONFORMED NAME: LASER MEDICAL TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER ENDO TECHNIC CORP DATE OF NAME CHANGE: 19920708 FORMER COMPANY: FORMER CONFORMED NAME: PAMPLONA CAPITAL CORP DATE OF NAME CHANGE: 19911104 8-K 1 d8k.htm FORM 8-K Form 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): April 5, 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 April 5, 2005, BIOLASE Technology, Inc. (the “Company”) received a notification letter from the NASDAQ National Market that the Company is no longer in compliance with conditions for the continued listing of the Company’s common stock on the NASDAQ National Market under NASD Marketplace Rule 4310(c)(14) because the Company has not filed its Annual Report on Form 10-K for the period ended December 31, 2004.

 

The Company has requested and intends to participate in a hearing before a NASDAQ panel regarding its compliance with the listing standards. The time and place of such hearing will be determined by the panel; however, NASDAQ has advised the Company that a hearing request will stay the delisting of the Company’s common stock pending the panel’s decision.

 

On April 7, 2005, the Company issued a press release announcing the receipt of the notice from NASDAQ and its intention to request a hearing to appeal the delisting of the Company’s common stock. A copy of the press release 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 April 7, 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: April 11, 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 April 7, 2005.

 

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

BIOLASE Subject to Potential Delisting

 

SAN CLEMENTE, CA, Apr 07, 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 that it has received a notification from The Nasdaq Stock Market concerning the Company’s failure to comply with the requirement for continued listing set forth in NASD Marketplace Rule 4310(c)(14), which requires that a listed company file with Nasdaq all reports and other documents filed or required to be filed with the Securities and Exchange Commission. As previously announced on March 17, 2005, the Company has not filed its Form 10-K for 2004 because it has not completed its financial statements or management’s assessment of the effectiveness of internal control over financial reporting for 2004. As a result, the Company’s shares of stock are subject to delisting from The Nasdaq National Market.

 

In accordance with Nasdaq’s procedures, the Company intends to appeal Nasdaq’s determination that its shares should be delisted by requesting a hearing before Nasdaq’s Listing Qualification Panel. The time and place of such hearing will be determined by the Panel; however, Nasdaq has advised the Company that a hearing request will stay the delisting of the Company’s stock pending the Panel’s decision. There can be no assurances that the Panel will grant the Company’s request for continued listing.

 

As of the opening of business on April 7, 2005, an “E” will be appended to the Company’s trading symbol “BLTI” to reflect its noncompliance with NASD Marketplace Rule 4310(c)(14).

 

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 contains forward-looking statements that are based on the current expectations of the Company’s management. These forward-looking statements can be identified through the use of words such as “plans” or similar expressions. Forward-looking statements in this release include statements regarding compliance with listing standards of The Nasdaq Stock Market, an appeal from, and an interim stay with respect to, delisting from The Nasdaq National Market and the filing of a Form 10-K by the Company. These statements speak only as of the date hereof, are based upon the information available to the Company now, are not guarantees of future outcomes and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes could differ materially and adversely from those expressed in any forward-looking statements as a result of a number of factors including, but not limited to, the results of the hearing before the NASDAQ Listing Qualifications Panel and whether the Company can effect a filing of the Form 10-K and otherwise comply with the listing standards of The Nasdaq Stock Market before any delisting proceeding is concluded with an unfavorable determination. Such information is subject to change, and the Company undertakes no obligation to update such statements.

 

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.

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