SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Biolase, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 87-0442441 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 4 Cromwell, Irvine, California | 92618 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box. ¨ |
Securities Act registration statement file number to which this form relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Rights to Purchase Preferred Stock | NASDAQ |
Securities to be registered pursuant to Section 12(g) of the Act:
n/a
(Title of class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
On March 16, 2014, the Board of Directors (the “Board”) of Biolase, Inc. (the “Company”) approved an Amended and Restated Second Amendment, dated as of March 16, 2014 (the “Amendment”), to the Rights Agreement, dated as of December 31, 1998, as amended (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., successor to U.S. Stock Transfer Corporation, as rights agent (the “Rights Agreement”). The Amended and Restated Second Amendment was entered into in order to ensure the Company’s previously announced intention to change the triggering level of share ownership under the Rights Agreement from 15% to 20% of the Company’s Common Shares as of February 4, 2014 was unambiguously effected.
The rights issued pursuant to the Rights Agreement are in all respects subject to and governed by the provisions of the Rights Agreement, as amended. Copies of the Rights Agreement and the Amendment are available free of charge from the Company. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as an exhibit hereto and incorporated herein by this reference.
| Item 2. | Exhibits. |
| Exhibit |
Exhibit | |
| 4.1 |
Amended and Restated Second Amendment to Rights Agreement, dated as of December 31, 1998, as amended, between the Company and Computershare Trust Company, N.A., successor to U.S. Stock Transfer Corporation, as rights agent. | |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| BIOLASE, INC. | ||
| By: | /s/ Federico Pignatelli | |
| Federico Pignatelli | ||
| Chairman and Chief Executive Officer | ||
Date: March 28, 2014
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INDEX TO EXHIBITS
| Exhibit Number |
Exhibit | |
| 4.1 | Amended and Restated Second Amendment to Rights Agreement, dated as of December 31, 1998, as amended, between the Company and Computershare Trust Company, N.A., successor to U.S. Stock Transfer Corporation, as rights agent. | |
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Exhibit 4.1
Annex A
AMENDED AND RESTATED SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDED AND RESTATED SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Restated Amendment”) is made and entered into as of March 17, 2014, by and between BIOLASE, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE, TRUST COMPANY, N.A., as successor to U.S. Stock Transfer Corporation, a California corporation (the “Rights Agent”), and amends and restates in its entirety the Second Amendment to Rights Agreement, dated as of February 4, 2014, by and between the Company and the Rights Agent.
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement dated as of December 31, 1998 (as amended, the “Agreement”); and
WHEREAS, for the avoidance of doubt with respect to the effectiveness of the Second Amendment to the Rights Agreement, dated as of February 4, 2014, in implementing the intended increase in the triggering level from 15% to 20%, the Company desires to further Amend and Restate the Second Amendment;
NOW, THEREFORE, for good consideration, the adequacy of which is hereby acknowledged, the Company hereby agrees to amend the Agreement as follows in accordance with the approval of the Board of the Directors as required by Section 27 thereof and directs the Rights Agent to execute the Restated Amendment:
1. Section 1 is hereby amended by replacing “15% Ownership Date” with “20% Ownership Date”. All references in the Agreement to “15% Ownership Date” shall be amended and replaced with “20% Ownership Date”.
2. Section 1 is hereby further amended by replacing “15% Stockholder” with “20% Stockholder”. All references in the Agreement to “15% Stockholder” shall be amended and replaced with “20% Stockholder”.
3. Section 1 is hereby further amended by replacing “15%” with “20%”. All references in the Agreement to “15%” shall be amended and replaced with “20%”.
4. Exhibit A to the Agreement is amended by replacing “15% Stockholder” with “20% Stockholder”. All references in Exhibit A to “15% Stockholder” shall be amended and replaced with “20% Stockholder”.
5. This Restated Amendment is effective as of February 4, 2014, the date of the Second Amendment.
Except as modified hereby, the Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Agreement, as modified hereby. Tgus
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Restated Amendment to be duly executed as of the date first written above.
| BIOLASE, INC. | ||
| By: | /s/ Frederico Pignatelli | |
| Name: | Federico Pignatelli | |
| Title: | Chairman and Chief Executive Officer | |
| COMPUTERSHARE TRUST COMPANY, N.A. | ||
| By: | /s/ Dennis Moccia | |
| Name: | Dennis Moccia | |
| Title: | Manager, Contract Administration | |