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): May 10, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 10, 2012, Biolase Technology, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders (the Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company's Restated Certificate of Incorporation (the "Amendment"). On May 14, 2012, the Amendment was filed and accepted by the Secretary of State of the State of Delaware. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

The election of Federico Pignatelli, Alexander K. Arrow, M.D., Norman J. Nemoy, M.D., and Gregory E. Lichtwardt to the Company’s Board of Directors for a one-year term to hold office until the Company’s 2013 Annual Meeting of Stockholders and until their successors are elected and qualified;

an advisory vote on the compensation of the Company’s named executive officers;

an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers;

to approve an amendment to the Company’s Restated Certificate of Incorporation changing the Company’s name to "Biolase, Inc."; and

to ratify the appointment of BDO USA, LLP as the independent auditors for the Company for the fiscal year ending December 31, 2012.

As of March 15, 2012, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 30,548,205 shares of the Company’s Common Stock were outstanding and eligible to vote. 26,719,103 shares were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for stockholder approval at the Annual Meeting:

1. Stockholders elected all of the Company's four nominees for director, to serve a one-year term until the 2013 Annual Meeting of Stockholders and until their respective successors are elected and qualified, as set forth below:

Federico Pignatelli
Votes For: 15,138,520
Votes Against: 124,777
Abstentions: 95,570
Broker Non-votes: 11,360,236

Alexander K. Arrow, M.D.
Votes For: 15,161,285
Votes Against: 116,488
Abstentions: 81,094
Broker Non-votes: 11,360,236

Norman J. Nemoy, M.D.
Votes For: 15,083,941
Votes Against: 186,476
Abstentions: 88,450
Broker Non-votes: 11,360,236

Gregory E. Lichtwardt
Votes For: 15,141,516
Votes Against: 126,257
Abstentions: 91,094
Broker Non-votes: 11,360,236

2. Stockholders voted to approve, as an advisory vote, the compensation of the Company’s named executive officers, as set forth below:

Votes For: 14,411,658
Votes Against: 329,005
Abstentions: 618,204
Broker Non-votes: 11,360,236


3. Stockholders voted for a one year frequency with respect to the holding of an advisory vote on the compensation of the Company’s named executive officers, as set forth below:

One Year: 13,726,569
Two Years: 118,882
Three Years: 906,519
Abstentions: 606,897
Broker Non-votes: 11,360,236

4. Stockholders approved an amendment to the Company’s Restated Certificate of Incorporation changing the Company’s name to "Biolase, Inc.," as set forth below:

Votes For: 26,134,685
Votes Against: 424,592
Abstentions: 125,483
Broker Non-votes: 34,343

5. Stockholders ratified the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, as set forth below:

Votes For: 26,463,838
Votes Against: 86,981
Abstentions: 168,284
Broker Non-votes: 0

Item 7.01 Regulation FD Disclosure.

On May 10, 2012, the Board of Directors of the Company declared a one-half percent stock dividend. The stock dividend is payable on June 25, 2012, to stockholders of record on June 8, 2012. A copy of the Company’s press release relating to the stock dividend is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

3.1 Amendment to Restated Certificate of Incorporation of Biolase Technology, Inc., dated May 14, 2012.
99.1 Press Release of Biolase Technology, Inc., dated May 11, 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.
May 15, 2012	By:	/s/ Federico Pignatelli
		Name: Federico Pignatelli
		Title: Chairman and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
3.1	Amendment to Restated Certificate of Incorporation of Biolase Technology, Inc.
99.1	Press Release of Biolase Technology, Inc., dated May 11, 2012

EX-3.1

AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
OF
BIOLASE TECHNOLOGY, INC.

Biolase Technology, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

First: That the Board of Directors of said corporation, by unanimous approval and consent of its members, filed with the minutes of the board and adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of Biolase Technology, Inc. be amended by deleting Article I thereof in its entirety and substituting therefor the following:

“FIRST. The name of the Corporation is Biolase, Inc.”

Second: That at a meeting and vote of stockholders, held on May 10, 2012, the stockholders have voted to approve the said amendment.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 of the General Corporation Law of the State of Delaware.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 11th day of May, 2012.

By:/s/ Federico Pignatelli
Name: Title:	Federico Pignatelli Chairman and Chief Executive Officer

NEWS RELEASE for May 11, 2012

BIOLASE HOLDS ANNUAL MEETING OF STOCKHOLDERS

• Four Directors Elected with More than 98 Percent of Shares Voted at the Meeting

• Name of Corporation to Change to BIOLASE, Inc., from BIOLASE Technology, Inc.

• Stock Dividend Declared for 2012 Second Quarter

IRVINE, CA (May 11, 2012) – BIOLASE Technology, Inc. (NASDAQ:BLTI), the World’s leading dental laser manufacturer and distributor, today announced that it held its Annual Meeting of Stockholders on Thursday, May 10, at the Company’s corporate headquarters in Irvine, CA, as scheduled. A quorum representing more than 80 percent of stockholders was present in person or by proxy, and all proposals submitted were approved.

The four directors elected with more than 98 percent of shares voted at the meeting to serve until the next annual meeting are Chairman and CEO Federico Pignatelli; Alexander K. Arrow, M.D., CFO of Redwood City, CA-based Arstasis, Inc.; Gregory E. Lichtwardt, Executive Vice President, Operations, Treasurer and CFO of Conceptus, Inc.; and Norman J. Nemoy, M.D., a partner of Tower Urology Medical Group.

The amendment to the Restated Certificate of Incorporation of BIOLASE Technology, Inc. to change the name of the corporation to BIOLASE, Inc. was approved. The name change will be effective after the filing of the amended and Restated Certificate of Incorporation. Other approved proposals include the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm; an advisory vote on the compensation of the Company’s named executive officers; and an advisory vote on the frequency of future stockholder advisory votes on the compensation of the named executive officers.

In addition, the Board of Directors has declared a one-half percent stock dividend payable on June 25, 2012, to stockholders of record on June 8, 2012.

About BIOLASE, Inc.
BIOLASE, 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 approximately 285 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 19,600 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 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, jill@allencaron.com.

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