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 22, 2012

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 22, 2012, Biolase Technology, Inc. (the "Company") entered into an agreement (the "Schein Termination Agreement") with Henry Schein, Inc. ("Henry Schein"), which, subject to certain closing conditions, (i) terminates that certain Distribution and Supply Agreement, dated September 23, 2010, by and between the Company and Henry Schein (the "Distribution Agreement"), (ii) terminates that certain Amended and Restated Security Agreement, dated September 23, 2010, by and between the Company and Henry Schein (the "Security Agreement"), and (iii) provides for the purchase by the Company of approximately 180 Biolase Waterlase MD™ Turbo laser systems from Henry Schein, which constitutes Henry Schein's existing inventory of such products. Pursuant to the Schein Termination Agreement, Henry Schein will be a non-exclusive dealer of the Company's products in the United States on the same terms and conditions provided to other dealers.

On February 28, 2012, the Company issued a press release announcing the Termination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The preceding description of the Schein Termination Agreement is qualified in its entirety by reference to the text of the agreement, which the Company intends to file as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the termination of the Distribution Agreement and the termination of the Security Agreement is hereby incorporated by reference in this Item 1.02.

Item 2.02 Results of Operations and Financial Condition.

On February 28, 2012, the Company issued a press release announcing preliminary revenue figures for the fourth quarter and year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

This Current Report on Form 8-K and the information contained in the press release attached hereto as Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K and the press release is not incorporated by reference into any filings of the Company, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing, unless explicitly incorporated by specific reference into such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Biolase Technology, Inc., dated February 28, 2012.
99.2 Press Release of Biolase Technology, Inc., dated February 28, 2012.

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.
February 28, 2012	By:	/s/ Federico Pignatelli
		Name: Federico Pignatelli
		Title: Chairman and CEO

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Biolase Technology, Inc.
99.2	Press Release of Biolase Technology, Inc.

EX-99.1

NEWS RELEASE for February 28, 2012

BIOLASE ANNOUNCES AGREEMENT WITH HENRY SCHEIN FOR THE PURCHASE OF THE REMAINING INVENTORY OF
HARD-TISSUE LASERS,
THE WATERLASE MD™ TURBO

Schein to Release All Liens on BIOLASE Assets, upon Closing, as All Obligations of Repayment of
Advanced Purchases have been Entirely Fulfilled

IRVINE, CA (February 28, 2012) — BIOLASE Technology, Inc. (NASDAQ:BLTI), the World’s leading dental laser manufacturer and distributor, today announced that it has entered into an agreement with Henry Schein, Inc. (NASDAQ:HSIC), subject to customary conditions to closing, for BIOLASE to purchase, for an undisclosed price, approximately 180 Waterlase MD™ Turbo laser systems, the remaining inventory of such lasers held by Schein. The Waterlase MD Turbo, first launched in 2006, has been as of today the most successful hard- and all-tissue laser in the history of dental lasers. The repurchased equipment is expected to be used as a source of parts to service the large installed base of approximately 6,500 Waterlase MD Turbo laser systems.

Schein will continue selling the top of the line BIOLASE iLase™ handheld laser system, launched in 2010, and will retain the non-exclusive right to be a dealer of BIOLASE products in the U.S. on the same prevailing terms and conditions of other strictly selected dealers.

Federico Pignatelli, Chairman and CEO of BIOLASE, commented, “This transaction is an advantageous one for both parties. For BIOLASE, it removes remaining inventory from the market channel while allowing BIOLASE to service with existing parts the large installed base of Waterlase MD Turbo laser systems. The repurchase also allows Schein to direct their resources in marketing the more recent technologically advanced laser products, such as the BIOLASE iLase laser system. We are looking forward to a positive and constructive relationship with Schein as a non-exclusive distributor in the U.S.”

About BIOLASE Technology, Inc.
BIOLASE Technology, Inc., the World’s leading Dental Laser Company, is a medical technology company that develops, manufactures and markets dental lasers and also distributes and markets dental imaging equipment, products that are focused on technologies that advance the practice of dentistry and medicine.  The Company’s laser products incorporate 284 patented and patent pending technologies designed to provide clinically superior performance with less pain and faster recovery times.  Its imaging products provide cutting-edge technology at competitive prices to deliver the best results for dentists and patients.  BIOLASE’s principal products are dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications, and a full line of dental imaging equipment.  BIOLASE has sold more than 19,000 lasers among 16,000 customers. Other products under development address ophthalmology and other medical and consumer markets.

For updates and information on laser and Waterlase dentistry, find BIOLASE at http://www.biolase.com, Twitter at http://twitter.com/GoWaterlase, and YouTube at http://www.youtube.com/user/Rossca08.

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 BIOLASE 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 BIOLASE undertakes no obligation to update such statements.

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

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NEWS RELEASE for February 28, 2012

BIOLASE ANNOUNCES PRELIMINARY FOURTH QUARTER RESULTS

• Unaudited GAAP Revenue in Q4 is Expected to Total Approximately $13.1 million, up 35 Percent Year over Year

• Unaudited GAAP Revenue in 2011 is Expected to Total Approximately $48.8 million, up 86 Percent Year over Year

• Excluding Equipment Sales to Henry Schein, Unaudited GAAP Revenue in Q4 is Expected to Total $13.1 million, up $5.9 million, or 82 Percent, Year over Year

• Substantial Positive Impact of Inventory Purchase Agreement with Henry Schein in Q1

• BIOLASE to Host Conference Call, March 8th at 4:30 p.m. E.S.T.

IRVINE, CA (February 28, 2012) — BIOLASE Technology, Inc. (NASDAQ:BLTI), the World’s leading dental laser manufacturer and distributor, today announced that, based on a preliminary review of its financial performance for the fourth quarter ended December 31, 2011, the Company expects to report net revenue of approximately $13.1 million. This would represent net revenue growth of 35 percent year over year from $9.7 million in the fourth quarter of 2010. Net revenue for the fiscal year ended December 31, 2011, is expected to total approximately $48.8 million, up 86 percent year over year from $26.2 million in 2010.

Excluding equipment sales to Henry Schein, Inc. (NASDAQ:HSIC), net revenue for the fourth quarter ended December 31, 2011, is expected to total approximately $13.1 million compared to approximately $7.2 million for the fourth quarter ended December 31, 2010, an increase of approximately $5.9 million, or 82 percent.

Federico Pignatelli, Chairman and CEO, stated, “While we continue to show solid growth in the year and quarter, the Company’s fourth quarter was disappointing with an exceptionally difficult December in sales, traditionally our strongest month of the year. It appears that a particularly aggressive marketing and sales program by Henry Schein resulted in the sale of approximately 180 BIOLASE Waterlase MD™ Turbo laser systems from its inventory during the fourth quarter of 2011, with approximately 120 in the month of December alone. This likely created substantial disruption of BIOLASE’s direct sales efforts. The pending introduction of the Company’s new Waterlase MDX™ 300 and MDX 450 laser systems, recently launched at the Chicago Midwinter Dental Show on February 23, undoubtedly triggered this rushed and more determined selling effort by Schein to clear out its inventory of Waterlase MD Turbo laser systems causing intense competition that greatly confused our customers during the period.

“As announced today, however, we have entered into a definitive agreement to purchase all of the Waterlase MD Turbo laser systems remaining in Schein’s inventory, approximately 180 machines, at very favorable pricing and conditions to BIOLASE,” continued Pignatelli. “A substantial part of the purchase will be paid with monies currently owed to BIOLASE by Henry Schein, with the remainder paid in cash at closing after our inspection of the units has been completed. This new definitive agreement supersedes and terminates all previous agreements between the two companies. It is expected that the Company’s purchase of Henry Schein’s inventory of Waterlase MD Turbo laser systems will result in a substantial one-time gain from the reversal of previously accrued warranties and other items.”

Pignatelli concluded, “I am very pleased with the outcome of this new definitive agreement and I am looking forward in continuing to build BIOLASE’s sales and marketing efforts without the potential disruption from this inventory overhang, which could continue to unbalance our efforts as a direct sales operation. With a large amount of inventory in the hands of such a powerful competitor as Henry Schein, it was extremely challenging for BIOLASE to project and meet revenues in 2011. Having Henry Schein’s remaining inventory of Waterlase MD Turbo laser systems under BIOLASE’s full control will help solidify our marketing efforts and direct sales business model.”

Conference Call
The Company also announced that it will host a conference call on Thursday, March 8^th, at 4:30 p.m. Eastern Time to discuss its operating results for the fourth quarter and year ended December 31, 2011, and to answer questions. The Company’s results release will be distributed at approximately 4:05 p.m. Eastern Time that same day.

Phone Participation
To listen to the conference call live via telephone, dial 1-877-941-1428 from the U.S. or, for international callers, dial +1-480-629-9665, approximately 10 minutes before the start time.

Webcast Participation
To listen to the conference call live via the Internet, visit the Investors section of the BIOLASE website at www.biolase.com.

Replay
An audio archive of the webcast will be available for one year on the Investors section of the BIOLASE website.

About BIOLASE Technology, Inc.
BIOLASE Technology, Inc., the World’s leading Dental Laser Company, is a medical technology company that develops, manufactures and markets dental lasers and also distributes and markets dental imaging equipment, products that are focused on technologies that advance the practice of dentistry and medicine.  The Company’s laser products incorporate 284 patented and patent pending technologies designed to provide clinically superior performance with less pain and faster recovery times.  Its imaging products provide cutting-edge technology at competitive prices to deliver the best results for dentists and patients.  BIOLASE’s principal products are dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications, and a full line of dental imaging equipment.  BIOLASE has sold more than 19,000 lasers among 16,000 customers. Other products under development address ophthalmology and other medical and consumer markets.

For updates and information on laser and Waterlase dentistry, find BIOLASE at http://www.biolase.com, Twitter at http://twitter.com/GoWaterlase, and YouTube at http://www.youtube.com/user/Rossca08.

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 BIOLASE 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 BIOLASE undertakes no obligation to update such statements.

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

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