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 4, 2014 |
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) |
Registrants 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.
The information set forth under "Item 3.03. Material Modification to Rights of Security Holders" is incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
On February 4, 2014, Biolase, Inc. (the "Company") entered into a Second Amendment to Rights Agreement (the "Amendment"), which amends the terms of the Rights Agreement, dated as of December 31, 1998 between the Company and Computershare Trust Company, N.A. (as successor right agent to U.S. Stock Transfer Company), as amended by that certain Amendment to Rights Agreement, dated as of December 19, 2008 (the "Rights Agreement"). The Amendment increases the threshold percentage of shares of the Company's common stock that must be acquired or proposed to be acquired to cause the distribution of rights certificates in accordance with the Rights Agreement, from 15% to 20%.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Second Amendment to Rights Agreement, dated February 4, 2014.
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. | ||||
February 10, 2014 | By: |
/s/ Federico Pignatelli
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Name: Federico Pignatelli | ||||
Title: Chief Executive Officer |
Exhibit Index
Exhibit No. | Description | |
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4.1
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Second Amendment to Rights Agreement, dated February 4, 2014. |
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (the Amendment) is made and entered into as of February 4, 2014 by and between BIOLASE, INC., a Delaware corporation (the Company), and COMPUTERSHARE, INC., a Delaware corporation, as successor to U.S. Stock Transfer Corporation, a California corporation (the Rights Agent).
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement dated as of December 31, 1998 (the Agreement); and
WHEREAS, the Company desires to amend the Agreement;
NOW, THEREFORE, for good consideration, the adequacy of which is hereby acknowledged, the Company hereby agrees to amend the Agreement in accordance with the approval of the Board of the Directors as required by Section 27 thereof as follows:
1. | Section 1 is hereby amended by replacing 15% Ownership Date with 20% Ownership Date. All references in the Agreement to 15% Ownership Date shall be amended and replaced with 20% Ownership Date. |
2. | Section 1 is hereby amended by replacing 15% Stockholder with 20% Stockholder. All references in the Agreement to 15% Stockholder shall be amended and replaced with 20% Stockholder. |
3. | Exhibit A to the Agreement is amended by replacing 15% Stockholder with 20% Stockholder. All references in Exhibit A to 15% Stockholder shall be amended and replaced with 20% Stockholder. |
Except as modified hereby, the Agreement is reaffirmed in all respects, and all references therein to the Agreement shall mean the Agreement, as modified hereby.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
BIOLASE, INC. | ||
By: | /s/ Federico Pignatelli |
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Name: Federico Pignatelli |
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Title: Chief Executive Officer |