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): | April 4, 2018 |
Biolase, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-36479 | 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2018, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") elected Garrett Sato to the Board. In connection with his election to the Board, Mr. Sato was appointed to serve as a member of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board.
Most recently, from December 2013 to February 2016, Mr. Sato was Chairman and Chief Executive Officer of California-based Danville Materials LLC, a developer and manufacturer of dental clinic materials, until its acquisition by Zest Dental Solutions, Inc. Previously, from June 2011 through December 2013, Mr. Sato served as a consultant and advisor to several businesses, including New Zealand-based Triodent Corporation, where he served as Executive Director, Santa Barbara, CA-based Isolite Corporation, Kyoto, Japan-based Shofu Corporation, Canada-based Clinicians Research Dental Inc., and Japan-based Mani Corporation. From October 2009 to June 2011, Mr. Sato was Executive Vice President of Culver City, CA-based Discus Dental, a Philips company.
Mr. Sato has a Bachelor of Science degree in marketing from California State University, Long Beach.
There are no understandings or arrangements between Mr. Sato or any other person and the Company or any of its subsidiaries pursuant to which Mr. Sato was selected to serve as a director of the Company. There are no family relationships between Mr. Sato 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. Sato or any of his immediate family members and the Company or any of its subsidiaries.
Pursuant to the terms of the Company’s 2002 Stock Incentive Plan, upon his election to the Board, Mr. Sato received an automatic option grant to purchase 44,178 shares of the Company’s common stock at the closing price $0.41 on April 4, 2018. Each option is immediately exercisable for all of the option shares. However, any shares purchased under such option are subject to repurchase by the Company, at the lower of the exercise price paid per share or the fair market value per share (determined at the time of repurchase), should they cease Board service prior to vesting of those shares. The shares vest, and the Company's right of repurchase lapses, in four successive quarterly installments upon Mr. Sato's completion of each quarter of service as a non-employee director measured from the grant date. The shares subject to the option grant will immediately vest in full if certain changes in control or ownership occur or if Mr. Sato dies or becomes disabled while serving as a director.
Item 7.01 Regulation FD Disclosure.
On April 4, 2018, the Company issued a press release announcing the election of Mr. Sato to the Board, 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.
99.1 Press Release of Biolase, Inc., dated April 4, 2018.
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release of Biolase, Inc., dated April 4, 2018. |
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. | ||||
April 10, 2018 | By: |
/s/ John R. Beaver
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Name: John R. Beaver | ||||
Title: SVP & Chief Financial Officer |
BIOLASE NAMES GARRETT SATO TO BOARD OF DIRECTORS
IRVINE, Calif., April 4, 2018BIOLASE, Inc. (NASDAQ: BIOL), the global leader in dental
lasers, announced today that it has named veteran dental industry and financial services executive
Garrett Sato to its Board of Directors, effective immediately. The addition of Mr. Sato increases
the size of the Board to five directors.
Mr. Sato, 57, a resident of Newport Beach, CA, has more than 30 years of experience as a successful consultant and senior executive with companies in the dental industry and has served as a senior advisor and executive partner with private equity and investment banking firms.
Most recently, from December 2013 to February 2016, he was Chairman and Chief Executive Officer of California-based Danville Materials LLC, a developer and manufacturer of dental clinic materials. As an industry executive operating partner with the private equity firm of Inverness Graham Investments, he led Denville through a period of revenue growth of approximately 35%, increased EBITDA by nearly 240%, improved operating margins and implemented a three-year strategic plan. Zest Dental Solutions, Inc., acquired Danville Materials in February 2016.
Garrett is a strategic and focused executive who has the kind of direct, hands-on business experience, in terms of growing and managing a variety of businesses in the dental industry, that will be very valuable at this important time for BIOLASE, said Jonathan T. Lord, M.D, the Chairman of the Board. He has developed and managed worldwide teams, grown revenue and profitability, spearheaded successful turnarounds, and helped facilitate mergers, acquisitions and strategic partnerships. He is a proven advisor and dental industry executive and we welcome him to our Board of Directors.
Previously, from June 2011 through December 2013, Mr. Sato served as a consultant and advisor to several businesses, including New Zealand-based Triodent Corporation, where he served as Executive Director; Santa Barbara, CA-based Isolite Corporation; Kyoto, Japan-based Shofu Corporation; Canada-based Clinicians Research Dental Inc.; and Japan-based Mani Corporation.
From October 2009 to June 2011, Mr. Sato was Executive Vice President of Culver City, CA-based Discus Dental, a Philips Company. At Discus Dental, Mr. Sato helped plan and executed a successful strategic turnaround that resulted in improved revenue and profit gains.
Mr. Sato has a Bachelor of Science degree in marketing from California State University, Long Beach.
About BIOLASE, Inc.
BIOLASE, Inc. is a medical device company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine and also markets, sells, and distributes dental imaging
equipment, including three-dimensional CAD/CAM intra-oral scanners and digital dentistry software.
BIOLASEs products advance the practice of dentistry and medicine for patients and healthcare
professionals. BIOLASEs proprietary laser products incorporate approximately 220 patented and 95
patent-pending technologies designed to provide biologically clinically superior performance with
less pain and faster recovery times. BIOLASEs innovative products provide cutting-edge technology
at competitive prices to deliver the best results for dentists and patients. BIOLASEs 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 over 36,200 laser systems to date in over 90 countries around the world. Laser
products under development address BIOLASEs core dental market and other adjacent medical and
consumer markets.
For updates and information on Waterlase iPlus®, Waterlase Express, and laser dentistry, find BIOLASE online at www.biolase.com, Facebook at www.facebook.com/biolase, Twitter at www.twitter.com/biolaseinc, LinkedIn at www.linkedin.com/company/biolase, Instagram at www.instagram.com/biolaseinc, and YouTube at www.youtube.com/biolasevideos.
BIOLASE®, Waterlase® and Waterlase iPlus® are registered trademarks of BIOLASE, Inc.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements, as that term is defined in the Private
Litigation Reform Act of 1995, that involve significant risks and uncertainties, including
statements regarding the performance of BIOLASEs sales teams, efforts to provide educational
information to dentists and their patients, Forward-looking statements can be identified through
the use of words such as anticipates, expects, intends, plans, believes, seeks,
estimates, may, will, should, and variations of these words or similar expressions. Readers
are cautioned not to place undue reliance on these forward-looking statements, which reflect
BIOLASEs current expectations and speak only as of the date of this release. Actual results may
differ materially from BIOLASEs current expectations depending upon a number of factors. These
factors include, among others, adverse changes in general economic and market conditions,
competitive factors including but not limited to pricing pressures and new product introductions,
uncertainty of customer acceptance of new product offerings and market changes, risks associated
with managing the growth of the business, and those other risks and uncertainties that are
described, from time-to-time, in the Risk Factors section of BIOLASEs annual and quarterly
reports filed with the Securities and Exchange Commission. Except as required by law, BIOLASE does
not undertake any responsibility to revise or update any forward-looking statements.
For further information, please contact:
BIOLASE, Inc.
John R. Beaver
Senior Vice President and Chief Financial Officer
jbeaver@biolase.com
888-424-6527
DresnerAllenCaron
Rene Caron (Investors)
rcaron@dresnerallencaron.com
949-474-4300 (office)
949-813-6945 (mobile)
Len Hall (Financial Media)
lhall@dresnerallencaron.com
949-474-4300 (office)
949-280-0413 (mobile)
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