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): September 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 September 6, 2013, Biolase, Inc. (the "Company") amended its credit agreement with Comerica Bank ("Comerica") by entering into Amendment No. 3 to the Loan and Security Agreement (the "Amendment"), in connection with a waiver of noncompliance the Company previously received from Comerica on August 5, 2013. The Amendment reverted the available maximum borrowings under the Company’s domestic revolver to $4 million from $6 million (in addition to up to another $4 million on the Company’s Ex-Im revolver) and revised certain financial covenants, including a financial covenant related to minimum earnings before interest, taxes, depreciation, and amortization. In connection with the Amendment, the Company issued to Comerica a five-year warrant (the "Warrant") to purchase an aggregate of 100,000 shares of the Company's common stock at a per share price of $2.00. The Warrant may be exercised for cash or on a net exercise basis. The Company incurred a fee paid to Comerica of $8,000 in connection with Comerica's processing of the Amendment.

The agreements constituting the Amendment include the Amendment No. 3 to Loan and Security Agreement, the Warrant, and various exhibits and documents in support thereof, each dated September 6, 2013.

The following summary is not complete, and is qualified in its entirety by reference to the full text of the agreements or forms of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013. Readers should review those agreements or forms of agreements for a more complete understanding of the terms and conditions associated with this transaction.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 of this Current Report on Form 8-K relating to the Warrant is hereby incorporated into this Item 3.02 by reference.

Item 8.01 Other Events.

On September 10, 2013, the Company issued a press release announcing the Amendment and Warrant disclosed in Item 1.01 above. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

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.
September 10, 2013	By:	/s/ Federico Pignatelli
		Name: Federico Pignatelli
		Title: Chairman and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated September 10, 2013, of Biolase, Inc.

EX-99.1

NEWS RELEASE

BIOLASE AMENDS CREDIT AGREEMENTS WITH COMERICA BANK

IRVINE, CA (September 10, 2013) — BIOLASE, Inc. (NASDAQ:BIOL), the world’s leading manufacturer and distributor of dental lasers, and a pioneer in laser surgery in other medical specialties, today announced that effective September 6, 2013 it amended the terms of its two revolving credit facility agreements (the “Credit Agreements”) with Comerica Bank (“Comerica”).

BIOLASE’s Credit Agreements with Comerica, as previously amended, provide for borrowings against certain domestic accounts receivable and inventory (the “Domestic Revolver”) and certain export related accounts receivable and inventory (the “Ex-Im Revolver”). Amendment No. 3 to the Loan and Security Agreement (“Amendment No. 3”) reverted the available maximum borrowings under the Domestic Revolver to $4 million from $6 million (in addition to up to another $4 million on the Ex-Im Revolver). The interest rates on the outstanding principal balance of the credit facilities will continue to bear interest at annual percentage rates equal to the daily prime rate plus 2.00% for the Domestic Revolver and 1.50% for the Ex-Im Revolver. Amendment No. 3 also revised certain financial covenants for the quarters ending September 30, 2013 and December 31, 2013, as defined therein. The maturity date for the Credit Agreements remains May 1, 2014.

Federico Pignatelli, Chairman and CEO, said, “We are very pleased that we have completed the process of amending our Credit Agreements with Comerica Bank. BIOLASE is now entering what has traditionally been its strongest revenue period of the year, September through December, and finalizing the Amendment No. 3 provides us with the flexibility to continue our growth while on the way to generating cash and profitability. Comerica has been a good lending partner. We appreciate their continued support of our long-term strategic business objectives and look forward to building further on our relationship.”

In connection with Amendment No. 3, the Company also issued warrants to Comerica (the “2013 Comerica Warrants”) to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The 2013 Comerica Warrants vest in four equal quarterly tranches beginning on December 31, 2013 and will expire if unused on September 6, 2018. The Company incurred a fee of $8,000 to process the amendment.

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 approximately 340 patented and patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. Its innovative 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 23,000 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