0001299933-14-000212.txt : 20140210 0001299933-14-000212.hdr.sgml : 20140210 20140210144924 ACCESSION NUMBER: 0001299933-14-000212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140204 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140210 DATE AS OF CHANGE: 20140210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLASE, INC CENTRAL INDEX KEY: 0000811240 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 870442441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19627 FILM NUMBER: 14588051 BUSINESS ADDRESS: STREET 1: 4 CROMWELL CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-361-1200 MAIL ADDRESS: STREET 1: 4 CROMWELL CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: BIOLASE TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER MEDICAL TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER ENDO TECHNIC CORP DATE OF NAME CHANGE: 19920708 8-K 1 htm_49274.htm LIVE FILING Biolase, Inc. (Form: 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 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)
     
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.

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
       
        Name: Federico Pignatelli
        Title: Chief Executive Officer

Exhibit Index


     
Exhibit No.   Description
 
4.1
  Second Amendment to Rights Agreement, dated February 4, 2014.
EX-4.1 2 exhibit1.htm EX-4.1 EX-4.1

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]

1

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
   
 
   
Name: Federico Pignatelli
   
Title: Chief Executive Officer

2