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): January 7, 2008

Biolase Technology, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-19627	87-0442441
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4 Cromwell, Irvine, California		92618
_________________________________ (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.

The information set forth below under Item 5.02(c) regarding the appointment of Jake St. Philip as Chief Executive Officer and Director is incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Richard L. Harrison

On January 7, 2008, BIOLASE Technology, Inc. ("Biolase")issued a press release announcing that, effective January 2, 2008, Richard L. Harrison resigned from his position as Chief Financial Officer.

(c) Appointment of Jake St. Philip as Chief Executive Officer and Director

On January 7, 2008, Biolase issued a press release announcing that it had appointed Jake St. Philip as Chief Executive Officer, effective January 2, 2008, and Director of Biolase, effective January 7, 2008.

Under the terms of Mr. St. Philip’s employment agreement, Mr. St. Philip will receive an annual base salary of $350,000. In addition, Mr. St. Philip is eligible to receive a maximum annual performance bonus of $225,000, which is determined by the achievement of certain criteria established by the board of directors of Biolase. Mr. St. Philip is further granted a nonqualified stock option to purchase 450,000 shares of Biolase common stock at fair market value as o f the close of business on January 7, 2008. The option will vest in twelve equal quarterly installments, beginning on March 31, 2008. Mr. St. Philip will be provided with an apartment in Irvine, California that is reasonable to both the board of directors of Biolase and Mr. St. Philip. Mr. St. Philip’s employment is at will.

Pursuant to the terms of the employment agreement, Mr. St. Philip is entitled to severance benefits in the event that either Biolase terminates him without cause or he resigns for good reason. The severance amount consists of: (i) one year of Mr. St. Philip’s annual base salary, (ii) the full amount of Mr. St. Philip’s performance bonus target, (iii) paid COBRA premiums for the twelve-month period following termination, (iv) a lump sum cash payment in the amount of $3,000 and (v) paid group life insurance, accidental death and dismemberment and disability benefit premiums during the twelve-month period following termination.

Prior to joining Biolas e, Mr. St. Philip, 54, served in a senior leadership position with Dublin, Ohio-based Cardinal Health ("Cardinal"). From 2004 to 2006, Mr. St. Philip served as President of Alaris Products North America at Cardinal. Mr. St. Philip was formerly Senior Vice President of Integrated Provider Solutions at Cardinal where he was responsible for acute care product sales. Mr. St. Philip was Vice President and General Manager of Alaris Medical Systems before it was acquired by Cardinal. In this role, he was responsible for sales, marketing, research and development, technical service and customer service.

There is no arrangement or understanding pursuant to which Mr. St. Philip was selected as Chief Executive Officer, and there are no related party transactions between Biolase and Mr. St. Philip reportable under Item 404(a) of Regulation S-K.

Appointment of Federico Pignatelli as President

On January 7, 2008, Biolase issued a press release announcing that, effective January 7, 2008, it had app ointed Federico Pignatelli as President of Biolase. In connection with his appointment, Mr. Pignatelli will receive $150,000 per year and an option to purchase 100,000 shares, which will vest quarterly over the next twenty-four months.

Mr. Pignatelli, 54, currently serves as a member of the Board of Directors of Biolase, where he serves as Chairman Emeritus. From November 2007 until January 2008, Mr. Pignatelli served as interim CEO and President of Biolase. From 1994 until March 2006, Mr. Pignatelli served as Chairman of our Board. He has served as a director since 1991. He is the Founder, and has served as President of Art & Fashion Group since 1992. Art & Fashion Group is a holding company of an array of businesses providing services to the advertising industry, including the world’s largest complex of digital and film still photography studios for production and post-production. Previously, Mr. Pignatelli was a Managing Director at Gruntal & Company, an investment banking and brokerage f irm, and was a Managing Director of Ladenburg, Thalmann & Co., another investment banking and brokerage firm.

There is no arrangement or understanding pursuant to which Mr. Pignatelli was selected as President, and there are no related party transactions between Biolase and Mr. Pignatelli reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. St. Philip as Chief Executive Officer and Director and Mr. Pignatelli as President and certain other matters is furnished as Exhibit 99.1 and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release of BIOLASE Technology, Inc., dated January 7, 2008.

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 hereunto duly authorized.

	Biolase Technology, Inc.
January 7, 2008	By:	/s/ Jake St. Philip
		Name: Jake St. Philip
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated January 7, 2008

EX-99.1

NEWS RELEASE for January 7, 2008

BIOLASE NAMES HEALTHCARE VETERAN JAKE ST. PHILIP
CHIEF EXECUTIVE OFFICER

Names Federico Pignatelli President; Announces Departure of Chief Financial Officer

IRVINE, CA (January 7, 2008) . . . BIOLASE Technology, Inc. (NASDAQ:BLTI), the world’s leading dental laser company, announced today that it has named veteran healthcare executive Jake St. Philip as Chief Executive Officer of the Company and as a member of its Board of Directors, effective immediately, replacing Interim Chief Executive Officer Federico Pignatelli, who has been named President and will continue to serve as a Director and Chairman Emeritus. With the addition of St. Philip, the size of the Board increases to seven members.

St. Philip, 54, a resident of San Diego, CA, has more than 25 years experience in healthcare general management and sales leadership having most recently been in a senior leadership position with Dublin, OH-based Cardinal Health (CAH), an $87 billion global company serving the healthcare industry. St. Philip was formerly Senior Vice President of Integrated Provider Solutions at CAH where he was responsible for more than $4 billion in acute care product sales during his tenure.

George V. d’Arbeloff, Chairman of the Board, said, “We have the world’s leading dental laser product, a technology base that allows us numerous and distinct growth opportunities and our challenge now is to execute. Jake understands the intricacies of the healthcare market and has successfully led a large technology business unit as well as a variety of national sales organizations, which is just the kind of expertise we need in the leadership role at BIOLASE. We look forward to Jake helping us make 2008, and our long-term future, very rewarding times for BIOLASE, its employees and shareholders.

“I would also like to thank Federico Pignatelli,” continued d’Arbeloff, “on behalf of all shareholders, for stepping in as Interim CEO and restructuring and re-energizing the Company, its employees and its operations in what turned out to be a record setting period for sales, and for being instrumental in assessing and guiding the Company’s strategy going forward.”

In 1998, St. Philip became Vice President and General Manager of San Diego-based Alaris Medical Systems before it was acquired by CAH. In this role, he was the leader of the North American Business Unit and was responsible for sales, marketing, R&D, technical service and customer service. In this role, his organization led the transition from a commodity-based infusion business to a medication safety solutions company transforming that traditional technology market to a new standard of care.

After Alaris was acquired by Cardinal Health, St. Philip served as President of Alaris Products North America at CAH from 2004 to 2006. In this role, he oversaw the transition and integration of Alaris Products to Cardinal Health as the organization continued its market leading growth.

He became Vice President of Sales of Alaris Medical Systems in 1997 when the company was formed by the merger of San Diego-based Advanced Medical’s wholly-owned subsidiary IMED Corp and San Diego-based IVAC Medical Systems, a former unit of Eli Lilly. St. Philip served as Vice President of Sales of IVAC from 1994 to 1996. From 1981 to June 1994, St. Philip held various sales and marketing positions with IVAC Corporation.

St. Philip completed the SEP executive program at Stanford University and received a bachelor’s degree in marketing from the University of New Orleans.

In connection with his employment, St. Philip is granted a nonqualified stock option to purchase 450,000 shares of BIOLASE common stock at fair market value as of the close of business today. The option will vest in twelve equal quarterly installments, beginning on March 31, 2008 and will have a ten-year term. The option is subject to St. Philip’s employment agreement and an option agreement which contains terms and conditions similar to those in the Company’s existing stock option plan.

The Company also announced that Chief Financial Officer Richard L. Harrison left the Company effective January 2, 2008 to accept a position at another company. Management and the Board are conducting a search to fill the position.

About BIOLASE Technology, Inc.
BIOLASE Technology, Inc. (http://www.biolase.com), the world’s leading dental laser company, develops, manufactures and markets lasers and related products that advance the practice of dentistry and medicine. The Company’s products incorporate patented and patent pending technologies designed to provide clinically superior performance with less pain and faster recovery times. BIOLASE’s principal products are dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications. Other products under development address ophthalmology and other medical and consumer markets.

This press release may contain forward-looking statements within the meaning of safe harbor provided by the Securities Reform Act of 1995 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 are based on management’s current, preliminary expectations and are subject to risks, uncertainties and other factors which may cause the Company’s actual results to differ materially from the statements contained herein, and are described in the Company’s reports it files with the Securities and Exchange Commission, including its annual and quarterly reports. No undue reliance should be placed on forward-looking statements. Such information is subject to change, and we undertake no obligation to update such statements.

For further information, please contact: Jill Bertotti, of Allen & Caron, +1-949- 474-4300.

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