8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

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 28, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2014, Biolase, Inc. (the "Company") filed a Form 8-K disclosing the following: (i) at a meeting of the board of directors of the Company (the "Board") duly held on February 28, 2014 (the "February 28th Meeting"), the Board appointed Paul N. Clark and Jeffrey M. Nugent to the Board; (ii) pursuant to the terms of the Company’s 2002 Stock Incentive Plan, upon their appointment to the Board, Messrs. Clark and Nugent each received an automatic option grant to purchase 23,750 shares of the Company’s common stock; and (iii) concluded that as a result of the appointments of Messrs. Clark and Nugent, the Board currently consisted of eight directors, six of whom were independent.

In the same Form 8-K, the Company filed as an Exhibit a Press Release dated March 3, 2014. in which the Company disclosed that on February 28, 2014 (i) the Board had appointed Messrs. Clark and Nugent to the Board; (ii) Dr. Alexander K. Arrow and Dr. Sam Low tendered their resignations; and (iii) as a result of such appointments and resignations, the Board currently consisted of six directors, five of whom were independent.

Subsequent to the March 6th Form 8-K filing, questions were raised as to whether Messrs. Clark and Nugent were duly elected and the size of the Board.

On March 7, 2014, the Company received from Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Associates, LLC, Oracle Investment, Inc. and Larry N. Feinberg (collectively, "Oracle") a notice pursuant to the Company’s Bylaws, stating that it intended to nominate four independent directors for election to the Board at the Company’s 2014 Annual Meeting of Stockholders. Oracle’s nominees are Messrs. Clark and Nugent, Frederic H. Moll and Eric Varma, M.D.

On March 11, 2014, Oracle, which reports that it is a 16% shareholder of the Company, filed a lawsuit in the Chancery Court of Delaware seeking a Court determination of the composition of the Board and a temporary restraining order that would preclude the Board from taking any action without the approval of four purported directors whose directorships Oracle claims to be undisputed. The Company will respond to Oracle’s claims in the Chancery Court. Furthermore, the Nominating and Corporate Governance Committee will consider Oracle’s other nominees in due course. The date of the Company’s 2014 Annual Meeting of Stockholders has not yet been announced.

In connection with its annual meeting of stockholders, the Company will file a proxy statement with the Securities and Exchange Commission. Stockholders are advised to read the proxy statement when it becomes available, because it will contain important information about the nominees to the Board of Directors of the Company. A free copy of the proxy statement (when available) and other documents filed by the Company may be obtained from the Securities and Exchange Commission’s web site at www.sec.gov. The proxy statement and such other documents may also be obtained for free from the Company by directing such request to Frederick D. Furry, Chief Financial Officer, at info@biolase.net.

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with its annual meeting. Information concerning the interests of Company participants in the solicitation, which may be different than those of stockholders generally, is set forth in the Company’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement related to the 2014 annual meeting when it becomes available.

Item 7.01 Regulation FD Disclosure.

On March 13, 2014, the Company issued a press release regarding foregoing, a copy of which is attached as Exhibit 99.1 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.
March 13, 2014	By:	/s/ Federico Pignatelli
		Name: Federico Pignatelli
		Title: Chairman and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Biolase, Inc., dated March 13, 2014.

EX-99.1

NEWS RELEASE

BIOLASE COMMENTS ON ORACLE PARTNERS L.P. PRESS RELEASE

IRVINE, CA (March 13, 2014) — BIOLASE, Inc. (NASDAQ:BIOL), the world’s leading manufacturer and distributor of dental lasers, including the Company’s proprietary WaterLase^®, and a pioneer in laser surgery in other medical specialties, as well as a distributor of digital radiography, intra oral scanners, and chair-side milling machines and 3-D printers for dentistry, today issued a statement in response to a press release issued by Oracle Partners L.P. (“Oracle”) announcing its nomination of four director candidates to stand for election to the BIOLASE^® Board of Directors at the Company’s 2014 Annual Meeting of Stockholders. BIOLASE shareholders are not required to take any action at this time.

BIOLASE issued the following statement:

BIOLASE welcomes open communications with its shareholders and values constructive ideas that advance the Board’s goal of enhancing value for all shareholders. BIOLASE is executing a robust strategic plan to build a platform on which we can leverage our Total Technology Solution™ to achieve long-term growth and deliver value to BIOLASE shareholders. The Board and management team will continue to take actions that we believe enable us to achieve this objective.

On March 11, 2014, Oracle, which reports that it is a 16% shareholder of the Company, filed a lawsuit in the Chancery Court of Delaware seeking a Court determination of the composition of the Board and a temporary restraining order that would preclude the Board from taking any action without the approval of four purported directors whose directorships Oracle claims to be undisputed. The Company will respond to Oracle’s claims in the Chancery Court. Furthermore, the Nominating and Corporate Governance Committee will consider Oracle’s other nominees in due course. The date of the Company’s 2014 Annual Meeting of Stockholders has not yet been announced.

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, CAD/CAM intraoral scanners, and in-office milling machines and 3D printers; products that are focused on technologies that advance the practice of dentistry and medicine. The Company’s proprietary laser products incorporate approximately 300 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 25,000 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/biolase, Twitter at www.twitter.com/biolaseinc, Pinterest at www.pinterest.com/biolase, LinkedIn at www.linkedin.com/company/biolase, Google+ at www.google.com/+BIOLASEIrvine, Instagram at www.instagram.com/biolaseinc, and YouTube at www.youtube.com/biolasevideos.

BIOLASE^®, WaterLase^®, and Total Technology Solution^TM are registered trademarks or trademarks of BIOLASE, Inc.

Forward Looking Information
This press release may contain forward-looking statements and information within the meaning of safe harbor provided by the Securities Reform Act of 1995 that are based on the current expectations and estimates by BIOLASE. 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 BIOLASE’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 BIOLASE undertakes no obligation to update such statements.

For further information, please contact:

Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Annabelle Rinehart
212-355-4449