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): March 23, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 23, 2009, Biolase Technology, Inc. (the "Company") received a staff deficiency letter from The NASDAQ Stock Market indicating that based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2008, the Company does not comply with the minimum stockholders’ equity requirement of $10 million for continued listing on The NASDAQ Global Market as set forth in NASDAQ Marketplace Rule 4450(a)(3). As of December 31, 2009, the Company’s stockholders’ equity was approximately $9.4 million.

NASDAQ is reviewing the Company’s eligibility for continued listing on The NASDAQ Global Market. To facilitate this review, NASDAQ has requested that the Company submit a detailed plan of compliance by April 7, 2009, advising NASDAQ of the action the Company has taken, or plans to take, that would bring it into compliance with Marketplace Rule 4450(a)(3). If NASDAQ does not accept the Company’s plan, NASDA Q may then initiate delisting proceedings from The NASDAQ Global Market, at which time the Company may appeal NASDAQ’s determination to a Listing Qualifications Panel. The Company is in the process of preparing a response to NASDAQ’s request for a plan of compliance.

Alternatively, the Company may elect apply to transfer its securities to The NASDAQ Capital Market. Under NASDAQ rules, in order to qualify for such a transfer, the Company must have stockholders equity of not less than $2.5 million, must have not less than 500,000 shares held by public stockholders other than officers, directors or 10% beneficial stockholders, and must meet other requirements as set forth by NASDAQ. In order to effectuate the transfer its securities to the NASDAQ Capital Market, the Company must meet all of the requirements for continued listing on this market. The Company believes that, as of the date of this filing, it is in compliance with all of the requirements for listing with the NASDAQ Capital M arket.

A copy of the press release announcing the NASDAQ deficiency letter is furnished as Exhibit 99.1 and incorporated into this Item 3.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Biolase Technology, Inc., dated March 26, 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.
March 26, 2009	By:	/s/ 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 26, 2009.

EX-99.1

NEWS RELEASE for March 26, 2009

BIOLASE Receives Deficiency Letter from NASDAQ

IRVINE, CA (March 26, 2009) — BIOLASE Technology, Inc. (NASDAQ:BLTI), the world’s leading dental laser company, today reported that it received a letter on March 23, 2009 from NASDAQ stating that BIOLASE is not in compliance with The NASDAQ Global Market Marketplace minimum stockholders’ equity continued listing requirement of $10 million. As of December 31, 2008, BIOLASE’s stockholders’ equity was approximately $9.4 million.

BIOLASE can either submit a detailed plan of compliance by April 7, 2009, advising NASDAQ of the action BIOLASE has taken, or plans to take, that would bring it into compliance or apply to transfer to the NASDAQ Capital Market, a continuous trading market that operates in the same manner as the NASDAQ Global Market. The NASDAQ Capital Market has minimum stockholders’ equity requirements of $2.5 million. The Company believes that, as of the date of this release, it is in compliance with all of the requirements for listing with the NASDAQ Capital Markets.

If BIOLASE chooses to submit a plan of compliance and NASDAQ does not accept the Company’s plan, NASDAQ may then initiate delisting proceedings from the NASDAQ Global Market, at which time BIOLASE may appeal NASDAQ’s determination to a Listing Qualifications Panel.

About BIOLASE Technology, Inc.
BIOLASE Technology, Inc. (http://www.biolase.com), the world’s leading dental laser company, develops, manufactures and markets Waterlase technology and 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 reduced pain, faster and biological 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, pain management 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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