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): June 6, 2013

Biolase, 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 June 6, 2013, Biolase, Inc. (the "Company") entered into an Agreement (the "Agreement") with Federico Pignatelli ("Mr. Pignatelli") and the members of the Company’s board of directors (the "Board"). Pursuant to the Agreement, the Board agreed to re-nominate Mr. Pignatelli to serve on the Board at the next three annual meetings, and to maintain his election as Chairman of the Board until his earlier resignation or removal, or until he is not elected by the shareholders of the Company to be a director of the Company. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference.

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

Election of New Directors

On June 7, 2013, the Board elected Frederic H. Moll, M.D. and Erin S. Enright to the Board. In connection with their election to the Board, Dr. Moll was appointed to serve as a member of the Audit Committee of the Board, and Ms. Enright was appointed to serve as a member of the Compensation Committee of the Board.

Dr. Moll is the Chairman and Chief Executive Officer of Auris Surgical Robotics, Inc., based in Redwood City, Calfornia. In 1995, Dr. Moll co-founded Intuitive Surgical (NASDAQ: ISRG), a leading company in surgical robotics. He served as Intuitive Surgical's first Chief Executive Officer and as a director until 2004. Prior to Intuitive Surgical, Dr. Moll founded Endotherapeutics, which was acquired by U.S. Surgical in 1992. There are no understandings or arrangements between Dr. Moll or any other person and the Company or any of its subsidiaries pursuant to which Dr. Moll was selected to serve as a director of the Company. There are no family relationships between Dr. Moll and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer, and there are no transactions between Dr. Moll or any of his immediate family members and the Company or any of its subsidiaries.

Ms. Enright is the President of Lee Medical, based in Plainsboro, New Jersey, a manufacturer of bone marrow needles, and Managing Member of Prettybrook Partners, LLC, a private investment firm. From 2010 to 2013, she served on the Board of Directors of Ceelite Technologies, LLC, and served as Chief Financial Officer of InfuSystem, Inc. from 2005 to 2007. From 1993 to 2003, Ms. Enright was a Managing Director with Citigroup in its Equity Capital Markets group. There are no understandings or arrangements between Ms. Enright or any other person and the Company or any of its subsidiaries pursuant to which Ms. Enright was selected to serve as a director of the Company. There are no family relationships between Ms. Enright and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer, and there are no transactions between Ms. Enright or any of her immediate family members and the Company or any of its subsidiaries.

Pursuant to the terms of the Company’s 2002 Stock Incentive Plan, upon their election to the Board, Dr. Moll and Ms. Enright each received an automatic option grant to purchase 35,000 shares of the Company’s common stock at the closing price $4.07 on June 7, 2013. Each automatic option is immediately exercisable for all of the option shares. However, any shares purchased under such option are subject to repurchase by the Company, at the lower of the exercise price paid per share or the fair market value per share (determined at the time of repurchase), should they cease Board service prior to vesting of those shares. The shares vest, and the Company's right of repurchase lapses, in four successive quarterly installments upon Dr. Moll and Ms. Enright's completion of each quarter of service as a non-employee director measured from the grant date. The shares subject to the option grant will immediately vest in full if certain changes in control or ownership occur or if Dr. Moll and Ms. Enright die or become disabled while serving as a director.


Appointment of President and Chief Operating Officer

On June 6, 2013, the Board appointed Alexander K. Arrow, M.D. as President and Chief Operating Officer of the Company. Dr. Arrow will receive a annual salary of $250,000 in consideration for his service as President and Chief Operating Officer of the Company. Mr. Arrow's employment with the Company is at-will. Concurrent with his appointment, the Board granted to Dr. Arrow a stock option covering 350,000 shares of the Company's Common Stock, with a seven (7) year term and an exercise price equal to $4.00 per share of the Company's Common Stock, which such option shall vest and be exercisable in equal quarterly portions over a four-year period beginning on the first anniversary of date of grant. The stock option is subject to those terms, conditions, and provisions as are contained in the Company's Amended and Restated 2002 Stock Incentive Plan.

Dr. Arrow, 42, has served on the Company's Board since July 2010. Most recently, he served as Chief Medical and Strategic Officer of Circuit Therapeutics, Inc., a Stanford University-affiliated neurological device company seeking to commercialize optogenetics-enabled products. From 2007 through 2012, Dr. Arrow was the Chief Financial Officer of Arstasis, Inc., a cardiology device manufacturer. From 2002 to 2007, Dr. Arrow headed medical technology equity research at the global investment bank Lazard. Dr. Arrow was awarded an M.D. from Harvard Medical School in 1996 and received a B.A. in Biophysics, magna cum laude, from Cornell University in 1992.

There is no arrangement or understanding pursuant to which Dr. Arrow was selected as President and Chief Operating Officer, and there are no related party transactions between the Company and Dr. Arrow reportable under Item 404(a) of Regulation S-K.


Board of Directors Committee Assignments

In connection with his appointment by the Board to the positions of President and Chief Operating Officer of the Company, on June 6, 2013 Mr. Arrow resigned as Chairman of the Audit Committee and as a member of the Audit Committee, and also resigned as Chairman of the Compensation Committee and as a member of the Compensation Committee. Mr. Arrow will continue to serve as a director of the Company. On June 6, 2013, the Board appointed director and Audit Committee member Gregory E. Lichtwardt to the position of Chairman of the Audit Committee, and appointed director Compensation Committee member Norman J. Nemoy to the position of Chairman of the Compensation Committee.

Item 7.01 Regulation FD Disclosure.

On June 7, 2013, the Company issued a press release announcing the appointment of Dr. Arrow to the positions of President and Chief Operating Officer, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On June 10, 2013, the Company issued a press release announcing the election of Dr. Moll and Ms. Enright to the Board, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See "Exhibit Index" attached to this Current Report on Form 8-K, which is incorporated by reference.

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, Inc.
June 10, 2013	By:	Federico Pignatelli
		Name: Federico Pignatelli
		Title: /s/ Federico Pignatelli

Exhibit Index

Exhibit No.	Description
10.1	Agreement, dated June 6, 2013.
99.1	Press Release, dated June 7, 2013, of Biolase, Inc.
99.2	Press Release, dated June 10, 2013, of Biolase, Inc.

EX-10.1

AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of June 6, 2013 (the “Effective Date”), by and among Biolase, Inc., a Delaware corporation (the “Company”), Federico Pignatelli (“Mr. Pignatelli”), and each of Alexander K. Arrow, Norman J. Nemoy, and Gregory E. Lichwardt (collectively with Mr. Pignatelli, the “Directors”). Each of the Company and the Directors are referred to herein as a “Party,” and collectively as the “Parties.”

RECITALS:

WHEREAS, the Company and the Directors have engaged in various discussions and communications concerning the composition of the Company’s Board of Directors (the “Board”) and the Company’s and leadership structure;

WHEREAS, the Company and each of the Directors have determined that the interests of the Company and its stockholders would be best served at this time by coming to an agreement with respect to the composition of the Board, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Board Composition; Executive Chairman Position.

(a) Concurrent with the execution of this Agreement, the Company and each of the Directors shall take all requisite actions, in accordance with the Fifth Amended and Restated Bylaws of the Company (the “Amended Bylaws”), to appoint Mr. Pignatelli as Chairman of the Board of the Company and vest with Mr. Pignatelli all powers assigned to such office as set forth in Amended Bylaws and to keep Mr. Pignatelli in such position and with the powers stated in the Amended Bylaws until the earlier of (a) the time when Mr. Pignatelli no longer serves as a director of the Company, (b) the time when Mr. Pignatelli resigns from such position, and (c) the time when Mr. Pignatelli is removed from such position in accordance with the Amended Bylaws; and

(b) The Company and each of the Directors agree to nominate Mr. Pignatelli for re-election as a director at the annual meetings of stockholders held in 2014, 2015, and 2016 for purposes of electing directors.

(c) Each of the Directors and the Company agree that they will take any and all requisite actions to carry out the foregoing, including acting as a Board and as members of the Nominating and Corporate Governance Committee of the Board.

2. Specific Performance.

Each of the Parties acknowledges and agrees that irreparable injury to the other Parties hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that each of the Parties shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and that no other Party hereto will take any action, directly or indirectly, in opposition to the moving party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.

3. Truthful Testimony; Notice of Request for Testimony.

Nothing in this Agreement is intended to or shall preclude any Party from providing testimony that such Party reasonably and in good faith believes to be truthful in response to a subpoena, court order, regulatory request or other judicial, administrative or legal process reasonably believed by such Party to be valid or otherwise as required by law. Each Party shall notify the relevant other Parties in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the other Parties a reasonable opportunity to challenge the subpoena, court order or similar legal process. Moreover, nothing in this Agreement shall be construed or applied so as to limit any person from providing candid statements that such Party reasonably and in good faith believes to be truthful to any governmental or regulatory body or any self-regulatory organization.

4. Severability.

If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

5. Notices.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; or (ii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to the Company:

Biolase, Inc.

4 Cromwell

Irvine, California 92618

Attention: Frederick D. Furry

With a copy to:

Biolase, Inc.

4 Cromwell

Irvine, California 92618

Attention: Legal Department

If to any Director (other than Federico Pignatelli):

c/o Biolase, Inc.

4 Cromwell

Irvine, California 92618

If to Federico Pignatelli:

c/o Pier 59 Studios

Pier 59

Chelsea Pier

New York, NY 10011

6. Applicable Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles of such state. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that he/it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that he/it or his/its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

7. Counterparts.

This Agreement may be executed in one or more counterparts which together shall constitute a single agreement.

8. Entire Agreement.

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the Parties.

9. Further Assurances.

Each Party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by any other Party in order to effectuate fully the purposes, terms and conditions of this Agreement.

[The remainder of this page is intentionally left blank]IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the Parties as of the Effective Date.

BIOLASE, INC.

By: /s/ Frederick D. Furry
Name: Frederick D. Furry
Title:	Chief Financial Officer

FEDERICO PIGNATELLI

/s/ Federico Pignatelli

ALEXANDER K. ARROW

/s/ Alexander K. Arrow

NORMAN J. NEMOY

/s/ Norman J. Nemoy

GREGORY E. LICHTWARDT

/s/ Gregory E. Lichtwardt

NEWS RELEASE

BIOLASE NAMES CURRENT DIRECTOR ALEXANDER K. ARROW
PRESIDENT AND CHIEF OPERATING OFFICER

IRVINE, CA (June 7, 2013) — BIOLASE, Inc. (NASDAQ:BIOL), the world’s leading manufacturer and distributor of dental lasers, announced today that medical technology executive and current Director Alexander K. Arrow, M.D., has been named President and Chief Operating Officer. Dr. Arrow will report directly to Federico Pignatelli, the Chairman and Chief Executive Officer.

Dr. Arrow, 42, has served on BIOLASE’s Board of Directors since July 2010, and the Board of cardiovascular start-up Rindex Medical since June 2011. Most recently he served as the Chief Medical and Strategic Officer of Circuit Therapeutics, Inc., a Stanford-affiliated neurological device company seeking to commercialize optogenetics-enabled products, since July 2012. From 2007 through 2012, Dr. Arrow was the Chief Financial Officer of Arstasis, Inc., a 115-employee cardiology device manufacturer. From 2002 to 2007, Dr. Arrow headed medical technology equity research at the global investment bank Lazard, where he provided research coverage on BIOLASE, among other companies. Dr. Arrow also spent two years as Chief Financial Officer of the Patent & License Exchange, Inc. He was awarded an M.D. from Harvard Medical School in 1996 and a B.A. in Biophysics, magna cum laude, from Cornell University in 1992.

“I couldn’t be more excited about the tremendous prospects for BIOLASE,” said Dr. Arrow. “My first task will be to expand the proportion of dentists who are enthusiastic owners of BIOLASE’s products and make our revolutionary WaterLase technology the standard of care for patients.”

“The dental market alone makes BIOLASE an extraordinary growth opportunity. When coupled with the potential for our unique tissue-ablating laser technology through strategic partnerships in orthopedics, ophthalmology, ENT, podiatry, and dermatology, all with FDA clearances and broad patent protection, I have one of the most exciting jobs in all of med tech,” concluded Dr. Arrow.

Federico Pignatelli, Chairman and Chief Executive Officer, said, “I am extremely pleased to have the knowledgeable and energetic Dr. Arrow take on the role of President and COO. I appreciate the medical technology management experience that he brings to the Company and I know he will contribute greatly to BIOLASE’s continued revenue growth, improved financial performance, and marketplace recognition.”

About BIOLASE, Inc.
BIOLASE, Inc. is a biomedical company that develops, manufactures, and markets innovative lasers in dentistry and medicine and also markets and distributes high-end 2D and 3D digital imaging equipment and CAD/CAM intraoral scanners; products that are focused on technologies that advance the practice of dentistry and medicine. The Company’s proprietary laser products incorporate over 350 patented and patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. Its imaginative products provide cutting-edge technology at competitive prices to deliver the best results for dentists and patients. BIOLASE’s principal products are revolutionary 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 22,500 lasers. Other laser products under development address ophthalmology and other medical and consumer markets.

For updates and information on WaterLase^® and laser dentistry, find BIOLASE online at www.biolase.com, Facebook at www.facebook.com/biolaseinc, Twitter at www.twitter.com/biolaseinc, Pinterest at www.pinterest.com/biolase, LinkedIn at www.linkedin.com/company/biolase, Instagram at www.instagram.com/biolaseinc and YouTube at www.youtube.com/biolasevideos.

BIOLASE^® and WaterLase^® are registered trademarks of BIOLASE, Inc.

For further information, please contact:
Michael Porter
Porter, LeVay & Rose, Inc.
212-564-4700

NEWS RELEASE

BIOLASE ADDS TWO NEW INDEPENDENT DIRECTORS TO ITS BOARD

Medical Device and Robotics Visionary Frederic Moll, M.D., and
Healthcare Banker & Chief Financial Officer Erin Enright to Join Board of Directors

IRVINE, CA (June 10, 2013) — BIOLASE, Inc. (NASDAQ:BIOL), the world’s leading manufacturer and distributor of dental lasers, announced today that, its board of directors (the “Board”) has increased its size from four to six members and, effective June 7, 2013, appointed Frederic H. Moll, M.D. and Erin S. Enright to the Board. Dr. Moll and Ms. Enright were each determined to be independent under the Nasdaq Listing Standards by the Company’s Board and met the requirements for committee assignments as set forth in the respective committee charters.

Frederic Moll, M.D., is Chairman and Chief Executive Officer of Auris Surgical Robotics, Inc., the fourth surgical robotics company he has founded. In 1995, Dr. Moll co-founded Intuitive Surgical, Inc. (NASDAQ:ISRG), the world leader in surgical robotics. He served as Intuitive’s CEO through 1996 and a Director through 2004. Many credit Dr. Moll with creating the surgical robotics industry. Dr. Moll has been appointed to serve as a member of the Compensation Committee of the Board.

“I’m excited to be joining the BIOLASE^® Board because the tissue-cutting capabilities of the WaterLase^® could make it a game-changer in medical and surgical specialties far afield from the dental industry in which it is currently known and valued,” said Fred Moll.

Prior to Intuitive Surgical, Inc., Dr. Moll founded Endotherapeutics, which was acquired by U.S. Surgical in 1992. He co-founded Origin Medsystems, Inc., which was also acquired in 1992 by Eli Lilly and later became an operating company in Guidant Corporation. Dr. Moll served as medical director of Guidant’s surgical device division from 1992 to 1995. Before co-founding Origin Medsystems, Dr. Moll invented the safety trocar, which many experts believe created modern general laparoscopic surgery. He also co-founded the intravascular robotics company, Hansen Medical, Inc. and is a Director of the leading hard-tissue orthopedics robotics company, MAKO Surgical Corporation.

Erin Enright is a medical device executive, banker and attorney now serving as the President of Lee Medical in Plainsboro, New Jersey, a manufacturer of Lee-Lok® bone marrow needles. She is also the managing director of Prettybrook Partners, which she operates with her partner, Stuart Essig, former CEO of Integra Lifesciences (NASDAQ:IART), a former board member of Zimmer Holdings, Inc. (NYSE:ZMH), and a current board member of St. Jude Medical, Inc. (NYSE:STJ). Ms. Enright is also a Founding Member and Director of TigerLabs, a Princeton-based fund and technology accelerator. Ms. Enright has been appointed to serve as a member of the Audit Committee of the Board.

“I believe there is a significant need for the hard tissue cutting capabilities of the WaterLase in orthopedics, an application in which the Company recently received an important FDA clearance,” said Ms. Enright. She also noted that ...“with the variety of bone and cartilage cutting, shaving and drilling procedures currently performed with a rotating drill bit, I believe that there is a significant opportunity for BIOLASE’s WaterLase technology to become used regularly in the orthopedic operating room.”

“We are extremely pleased with the addition of Fred and Erin to our Board of Directors,” said Federico Pignatelli, Chairman and Chief Executive Officer. “Their experience and vision will be an invaluable asset to the Board as it strategically guides the Company forward into the next level of execution in our core laser dental leadership and to also project our unique laser technologies into new medical markets and opportunities. This is an exciting time for the employees and stakeholders of BIOLASE.”

About BIOLASE, Inc.
BIOLASE, Inc. is a biomedical company that develops, manufactures, and markets innovative lasers in dentistry and medicine and also markets and distributes high-end 2D and 3D digital imaging equipment and CAD/CAM intraoral scanners; products that are focused on technologies that advance the practice of dentistry and medicine. The Company’s proprietary laser products incorporate over 350 patented and patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. Its imaginative products provide cutting-edge technology at competitive prices to deliver the best results for dentists and patients. BIOLASE’s principal products are revolutionary 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 22,500 lasers. Other laser products under development address ophthalmology and other medical and consumer markets.

For updates and information on WaterLase and laser dentistry, find BIOLASE online at www.biolase.com, Facebook at www.facebook.com/biolaseinc, Twitter at www.twitter.com/biolaseinc, Pinterest at www.pinterest.com/biolase, LinkedIn at www.linkedin.com/company/biolase, Instagram at www.instagram.com/biolaseinc and YouTube at www.youtube.com/biolasevideos.

BIOLASE^® and WaterLase^® are registered trademarks of BIOLASE, Inc.

For further information, please contact:
Michael Porter
Porter, LeVay & Rose, Inc.
212-564-4700