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): December 16, 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 1.01. Entry into a Material Definitive Agreement.

On December 16, 2005, the Compensation Committee of the Board of Directors (the “Committee”) of BIOLASE Technology Inc. (the “Company”) approved the acceleration of vesting of certain unvested stock options granted under the Company’s 2002 Stock Incentive Plan that are held by certain key employees and officers of the Company, including executive officers. As a result of such acceleration, options granted to 25 persons with respect to 1,045,847 unvested shares of the Company’s common stock, including options with respect to 684,178 unvested shares that are held by the Company’s executive officers, are subject to this acceleration and have become fully vested. These options represent approximately 25% of the total shares of Company common stock subject to outstanding options (or 31% of the total shares of Company common stock subject to outstanding options held by the Company’s executive officers) and, prior to such acceleration, 73% of the total shares of Company common stock subject to outstanding unvested options (or 95% of the total shares of Company common stock subject to outstanding unvested options held by the Company’s executive officers). The Committee also imposed restrictions on shares of Company common stock that could be acquired by such persons upon exercise of any such accelerated options that will prevent the sale of such shares (other than to satisfy applicable withholding taxes) before such time as vesting would otherwise have taken place.

The acceleration eliminates future compensation expense that the Company would otherwise recognize in its consolidated statement of operations with respect to the options at issue now that the Statement of Financial Accounting Standards No. 123-R “Share Based Payment,” issued by the Financial Accounting Standards Board, has become effective for fiscal years beginning after June 15, 2005. The future expense eliminated by the acceleration, based on a Black-Scholes calculation¸ is estimated to be approximately $1.6 million in 2006, $1.2 million in 2007, and $0.4 million in 2008 on a pre-tax basis. The acceleration will result in a compensation expense in the fourth quarter of 2005 of approximately $150,000.

A copy of the form of Resale Restriction Agreement to be entered into between the Company and the affected optionees is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Form of Resale Restriction Agreement dated December 16, 2005 between BIOLASE Technology, Inc. and certain key employees and officers.

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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: December 22, 2005	BIOLASE TECHNOLOGY, INC.
	By:	/s/    RICHARD L. HARRISON
		Richard L. Harrison Executive Vice President, Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Resale Restriction Agreement dated December 16, 2005 between BIOLASE Technology, Inc. and certain key employees and officers.

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EX-10.1

EXHIBIT 10.1

BIOLASE TECHNOLOGY, INC.

RESALE RESTRICTION AGREEMENT

This RESALE RESTRICTION AGREEMENT (the “Agreement”) with respect to certain stock option award agreements (the “Option Agreements”) issued under the BIOLASE Technology, Inc. 2002 Stock Incentive Plan (the “Plan”) is made by and between BIOLASE Technology, Inc., a Delaware corporation (the “Company”), and [                                    ] (the “Holder”).

WHEREAS, the Holder has been granted one or more options (the “Options”) to acquire shares of common stock of the Company (the “Shares”) in such quantities and at the exercise prices set forth in Exhibit A hereto pursuant to the Option Agreements;

WHEREAS, subject to the Holder agreeing to the terms of this Agreement, the Options are fully vested and exercisable by reason of an action of the Compensation Committee of the Company’s Board of Directors effective December 16, 2005; and

WHEREAS, the Company and the Holder wish to impose certain resale restrictions on the Shares subject to the Options, as provided herein on the terms and conditions contained herein.

NOW, THEREFORE, it is agreed as follows:

1. The Holder acknowledges that he or she has reviewed this Agreement in full. The Holder further acknowledges that the Holder has consented to the acceleration of vesting of the Options, notwithstanding any effect that the acceleration of vesting may have on the status of the Options as incentive stock options under the Internal Revenue Code (if applicable).

2. The Holder agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any Shares (or any interest in any Shares) until the Shares have been released from the foregoing resale restrictions (hereinafter referred to as the “Resale Restrictions”), except as may be necessary to satisfy withholding taxes related to the exercise of the Option.

3. The Holder agrees that all of the Shares subject to Options set forth in Exhibit A shall be subject to the Resale Restrictions.

4. The Resale Restrictions shall lapse in accordance with the original vesting schedule with respect to each grant referenced in Exhibit A.

5. The Holder acknowledges and agrees that in the event the Holder’s employment or service with the Company is terminated for any reason, the Shares subject to the Option shall not become free from the Resale Restrictions, and such Resale Restrictions shall continue to lapse based upon the schedule set forth in Exhibit A.

6. The Holder acknowledges and agrees that the stock certificate issued as a result of the exercise of any of the Options set forth in Exhibit A shall bear the following restrictive legend which restricts the transferability of the Shares:

THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESALE RESTRICTION AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

7. This Agreement shall be effective as of December 16, 2005.

8. The Holder represents and warrants that he or she has full power to enter into this Agreement.

9. This Agreement, the Option Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior understandings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and the Holder. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Nothing in this Agreement (except as expressly provided herein) is intended to confer any rights or remedies on any persons other than the parties. Should any provision of this Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

10. This Agreement shall be binding upon the Company and the Holder as well as the successors and assigns (if any) of the Company and the Holder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date set forth beside such party’s signature.

BIOLASE TECHNOLOGY, INC.

By:

Print Name:

Title:

HOLDER

Print Name:

SCHEDULE TO

BIOLASE TECHNOLOGY, INC.

RESALE RESTRICTION AGREEMENT

The foregoing form of BIOLASE Technology, Inc. (“BIOLASE”) Resale Restriction Agreement was entered into between BIOLASE and the following executive officers, effective December 16, 2005, with respect to the acceleration of vesting for the following unvested stock option shares:

Name	Title	Unvested Shares
Robert E. Grant	President and Chief Executive Officer	289,178
Richard L. Harrison	Executive Vice President, Chief Financial Officer and Secretary	250,000
James M. Haefner	Executive Vice President Sales	120,000
Keith G. Bateman	Executive Vice President Marketing	25,000