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 12, 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.

Appointment of New Director

On June 16, 2014, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") appointed Jeffrey Nugent to the Board.

Mr. Nugent was founder, President, and CEO of Precision Dermatology, Inc. a multi-channel skin care company that was acquired by Valeant Pharmaceuticals in February 2014. From 1999 to 2002, he served as the President and Chief Executive Officer of Revlon, Inc. and as Worldwide President and Chief Executive Officer of Neutrogena Corporation from 1995 to 1999. He is currently a director of Scientra, Inc. Mr. Nugent holds an M.B.A. in Marketing and Finance from Loyola University in Chicago and a B.S. degree in Mathematics from St. Joseph’s College.

There are no understandings or arrangements between Mr. Nugent or any other person and the Company or any of its subsidiaries pursuant to which Mr. Nugent was selected to serve as a director of the Company. There are no family relationships between Mr. Nugent 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 Mr. Nugent or any of her immediate family members and the Company or any of its subsidiaries.

As a result of the appointment disclosed above, the Company's Board currently consists of six directors.


Resignation of Chief Executive Officer and Appointment of Interim Chief Executive Officer

On June 12, 2014, Mr. Federico Pignatelli resigned from his position as Chief Executive Officer of the Company. On June 16, 2014, the Board appointed Mr. Nugent as Interim Chief Executive Officer of the Company. Mr. Nugent's professional biography set forth above under the caption "Appointment of New Director" is hereby incorporated by reference. No compensation arrangements have been made between the Company and Mr. Nugent at this time.


Establishment of New Board Committee

On June 16, 2014, the Board established a new committee of the Board, the Finance Committee (the "Committee"). The Committee will review corporate finance opportunities and make recommendations to the Board on financing matters for its further review and approval. Messrs. James Talevich, Paul Clark, and Jeffrey Nugent were appointed to serve on the Committee.


Board of Directors Committee Assignments

Mr. Paul Clark, a director, was appointed to the Compensation and Nominating and Corporate Governance Committees of the Board.


Resignation of Chairman of the Board and Election of New Chairman

On June 12, 2014, Mr. Federico Pignatelli resigned from his position as Chairman of the Board. Mr. Pignatelli remains a director of the Company. On June 16, 2014, the Board elected Mr. Clark to serve as Chairman of the Board.

Item 7.01 Regulation FD Disclosure.

On June 17, 2013, the Company issued a press release announcing the appointment of Mr. Jeffrey Nugent as Interim Chief Executive Officer, and certain of the governance changes described in Item 5.02 above, 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.
June 17, 2014	By:	/s/ Frederick D. Furry
		Name: Frederick D. Furry
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Biolase, Inc., dated June 17, 2014.

EX-99.1

NEWS RELEASE

BIOLASE ANNOUNCES SIGNIFICANT LEADERSHIP CHANGES

Paul Clark Named Chairman of the Board of Directors

Jeffrey Nugent Appointed Interim CEO While Search for Permanent CEO Begins

IRVINE, CA (June 17, 2014) — BIOLASE, Inc. (NASDAQ:BIOL), the world’s leading manufacturer and distributor of dental lasers, today announced a series of moves with the intention of strengthening the Company’s leadership, worldwide competitiveness and the focus on its professional customers and their patients.

With the decisive confirmation from the Delaware Supreme Court on June 12, 2014, of the Delaware Chancery Court’s May 21, 2014 ruling, the Board of Directors (the “Board”) has been established as Mr. Paul Clark, Dr. Fred Moll, Dr. Norman Nemoy, Mr. Federico Pignatelli, and Mr. Jim Talevich. The Board today added Mr. Jeffrey Nugent as the sixth member of the Board.

Following the Delaware Supreme Court’s ruling, on June 12, 2014 Mr. Pignatelli resigned from his roles as Chairman and Chief Executive Officer (“CEO”).

Also today, the Board elected Mr. Clark as Chairman of the Board. Mr. Clark served as Chairman, CEO, and President of ICOS Corporation, which was acquired by Lilly in 2007 for $2.2 billion. Previously, he was the President of Abbott’s Pharmaceuticals Division. While at Abbott, sales grew from $250 million to $2.6 billion during his tenure as President. Mr. Clark received a B.A. in finance from the University of Alabama and an MBA from Dartmouth College. Mr. Clark said, “BIOLASE’s technology leadership, dominant market position, dedicated employees, valuable patent portfolio, and product pipeline make it an exciting opportunity.”

Mr. Nugent has accepted the role of interim CEO while a formal search is initiated to appoint a permanent CEO. Mr. Nugent has a broad background in medical devices, including aesthetic lasers technology and the responsibility for leading the Johnson & Johnson Dental care franchise, as well as a number of aesthetic dermatology companies. Most recently, Mr. Nugent was Worldwide President and CEO of Neutrogena, one of the most successful acquisitions in Johnson & Johnson’s history, President and CEO of Revlon, and Founder, President and CEO of Precision Dermatology, recently acquired by Valeant. Mr. Nugent has a B.S. in mathematics and an MBA in finance and marketing from Loyola University of Chicago. Mr. Nugent said, “BIOLASE has significant upside potential on a global scale, and I look forward to contributing to its success.”

The Company looks forward to establishing a positive relationship with its distributors, partners, investors, and the dental and medical professional communities upon whose trust and confidence it depends.

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

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