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): February 27, 2009

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.

On February 27, 2009, Biolase Technology, Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") amending its License and Distribution Agreement, dated August 8, 2006, by and between the Company, as amended by (i) that certain Addendum I, effective as of April 1, 2007, (ii) that certain Amendment, dated as of February 29, 2008, and (iii) that certain letter agreement, dated December 23, 2008 (collectively, the "Agreement") with Henry Schein, Inc. ("Henry Schein").

Pursuant to the Letter Agreement, Henry Schein is obligated to meet certain minimum purchase requirements, including the initial purchase of new Waterlase MD Turbo units and related upgrades thereto.

Henry Schein will remain the exclusive distributor of the complete line of the Company’s dental laser systems, accessories, and services within the United States and Canada. In addition, Henry Schein will be the exclusive distributor in the United Kingdom, Australia, New Zealand, Belgium, Luxembourg, Netherl ands, Spain, Germany, and Austria. In addition, Henry Schein will have distribution rights in those countries where the Company does not have standing distribution agreements, through December 31, 2009.

Both the Company and Henry Schein sales and service organizations will continue to work closely together in the marketing, promotion, sales, training, and service of all of the Company’s dental laser system products, including the new Waterlase MD Turbo hard and soft tissue dental laser system, and the ezlase diode laser system.

The Letter Agreement has an initial term of fourteen months, following which Henry Schein will have the option to extend the Agreement for two one-year periods under certain circumstances, including its commitment to make certain minimum purchase requirements from the Company over each full-year renewal period.

In connection with the immediate initial purchase described above, the Company agreed to undertake to enter into a security agreement, containin g terms and conditions ordinary for the purpose (the "Security Agreement"), granting to Henry Schein a security interest in the Company’s inventory, equipment, and other assets as security for the initial immediate purchase, such security interest to be released by Henry Schein upon products delivered in respect of such purchase. When executed by the Company, the Security Agreement will be filed as an exhibit to a Current Report on Form 8-K to be filed by the Company.

A copy of the press release announcing the Letter Agreement, and certain other matters related thereto, is furnished as Exhibit 99.1 and incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K regarding the Security Agreement undertaking is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Biolase Technology, Inc., dated March 5, 2009.

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.
March 5, 2009	By:	David M. Mulder
		Name: David M. Mulder
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Biolase Technology, Inc., dated March 5, 2008

EX-99.1

NEWS RELEASE for March 5, 2009

BIOLASE AND HENRY SCHEIN EXPAND EXCLUSIVE
LICENSING AND DISTRIBUTION AGREEMENT

Minimum Purchase Commitments and Expanded Geography Highlight New Deal Terms

Additional Cost Reductions Announced to Better Match Cost Structure and Profitability with Minimums

IRVINE, CA (March 5, 2009) – BIOLASE Technology, Inc. (NASDAQ: BLTI), the world’s leading dental laser company, announced today that it renewed and expanded its multi-year licensing and distribution agreement with Henry Schein, Inc. (NASDAQ: HSIC), the largest provider of healthcare products and services to office-based practitioners in the combined North American and European markets. Under the renewed agreement, BIOLASE sales and service organizations will continue to work closely with Henry Schein in the marketing, sales and service of all professional BIOLASE dental laser system products, including the newly released high speed Waterlase® MD Turbo™ hard and soft tissue dental laser system– the industry’s leading “all-tissue” dental laser system – and the ezlase™ diode laser system.

Under the agreement, Schein will continue to be the exclusive distributor of the complete line of BIOLASE dental laser systems, accessories and services within the United States and Canada, and will assume that exclusive role in the United Kingdom, Australia, New Zealand, Belgium, Luxembourg, Netherlands, Spain, Germany, and Austria. In addition, Henry Schein will have the rights to distribute in all other countries where agreements do not currently exist through December 31, 2009. Distribution agreements with third parties are currently in force in Korea, Japan, China, Taiwan, Singapore and Brazil among others.

BIOLASE Chairman George V. D’Arbeloff said, “A combination of factors, including economic trends, the deterioration of credit markets and the pending launch of the new high speed Waterlase® MD Turbo™ domestically and abroad, led us to forge an arrangement with our principal marketing partner that ensures our mutual success in the coming months and years. In creating this long-term partnership for our businesses, the Board of Directors and I greatly appreciate the commitment and dedication of Henry Schein throughout this process.”

Stanley M. Bergman, Chairman and Chief Executive Officer of Henry Schein said, “We have seen BIOLASE products help our customers build their practices with a better patient experience. We are very excited about the introduction of the high speed Waterlase® MD Turbo™ and its improved cutting speed. We remain committed to lasers in the field of dentistry and our relationship with BIOLASE.”

Additional elements of the new agreement include immediate purchases of the new high speed Waterlase® MD Turbo™ and related upgrades, initial orders for some of the new geographies in the agreement and guaranteed bi-monthly minimum purchase levels for lasers and associated equipment. The minimum purchases total $42.7 million over the initial 14-month term starting in February, and each of the two additional optional 12-month terms in the agreement have growth escalation minimums between 7.5 percent and 20 percent over actual or minimum sales, whichever is greater.

BIOLASE also announced plans to make additional reductions in its corporate cost structure. The expense cuts are not expected to hamper the Company’s ability to sell or support the product in the field and, as previously planned, R&D investments will continue in order to generate continuous product innovation and increase our family of products. The recent actions conclude the shut-down of the Company’s direct selling efforts abroad, where the Company was previously losing $4 to $5 million per year.

BIOLASE CEO David Mulder said, “The new agreement with Henry Schein eliminates certain elements of uncertainty that were present in our past agreements. It establishes a more predictable and stable baseline revenue stream for BIOLASE, and coupled with our plans for a lower overall cost structure, we have established a solid foundation from which we can generate cash flows and long-term growth.”

About Henry Schein
Henry Schein, a Fortune 500® company and a member of the NASDAQ 100® Index, is recognized for its excellent customer service and highly competitive prices. The Company’s four business groups – Dental, Medical, International and Technology – serve more than 575,000 customers worldwide, including dental practitioners and laboratories, physician practices and animal health clinics, as well as government and other institutions.

The Company operates through a centralized and automated distribution network, which provides customers in more than 200 countries with a comprehensive selection of more than 90,000 national and Henry Schein private-brand products in stock, as well as more than 100,000 additional products available as special-order items.

Henry Schein also offers a wide range of innovative value-added practice solutions for healthcare professionals, such as ArubA®, the Company’s electronic catalog and ordering system. Its leading practice-management software solutions have an active user base of more than 60,000 practices, including DENTRIX®, Easy Dental®, Oasis® and EXACT® for dental practices, MicroMD® for physician practices, and AVImark® for animal health clinics.

Headquartered in Melville, N.Y., Henry Schein employs over 12,500 people and has operations or affiliates in 23 countries. The Company’s net sales reached a record $6.4 billion in 2008. For more information, visit the Henry Schein Web site at www.henryschein.com.

About BIOLASE Technology, Inc.
BIOLASE Technology, Inc. (http://www.biolase.com), the world’s leading dental laser company, is a medical technology company that develops, manufactures and markets lasers and related products focused on technologies 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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