0001299933-18-000510.txt : 20180619 0001299933-18-000510.hdr.sgml : 20180619 20180619172944 ACCESSION NUMBER: 0001299933-18-000510 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180615 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180619 DATE AS OF CHANGE: 20180619 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: 001-36385 FILM NUMBER: 18908047 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_56235.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):   June 15, 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)
     
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))

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 June 15, 2018, the Board of Directors (the "Board") of Biolase, Inc. (the "Company") elected Jess Roper and Todd Norbe to the Board. In connection with their election to the Board, Mr. Roper was appointed to serve as a member and as Chair of the Audit Committee of the Board, and Mr. Norbe was appointed to serve as a member of the Compensation Committee of the Board.

Jess Roper was most recently Senior Vice President and Chief Financial Officer of Dexcom, Inc., where he held executive leadership positions from 2005 to 2017. Dexcom is a San Diego-based developer and marketer of continuous glucose monitoring systems for ambulatory use by patients and by healthcare providers in hospitals. Mr. Roper previously held financial management positions with two other publicly traded companies and one venture-funded company. Earlier in his career, Mr. Roper was an auditor with PricewaterhouseCoopers, and a bank and information systems examiner with the Office of the Comptroller of the Currency.

Mr. Roper has a Master of Science in Corporate Accountancy and a Bachelor of Science in Business Administration in Finance from San Diego State University, and is a Certified Public Accountant.

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

Pursuant to the terms of the Company’s 2018 Long-Term Incentive Plan, upon his election to the Board and his appointment as Chair of the Audit Committee of the Board, Mr. Roper received an automatic award of 83,333 stock-settled restricted stock units, which fully vest on May 9, 2019. Upon vesting, each unit shall be settled with one share of Company's Common Stock.

Todd Norbe was most recently President, North America of KaVo Kerr, a subsidiary of the Danaher Corporation that provides dental instruments, imaging solutions, dental treatment units and related consumables worldwide, where he held executive leadership positions from 2006 to 2018. Previously, Mr. Norbe served as Vice President and General Manager of Metrex Medical – Sybron Dental Specialties, continuing in that role after it was acquired by Danaher in 2006.

Mr. Norbe has a Master of Business Administration in Management from Fairleigh Dickinson University and a Bachelor of Science degree in Marketing from Bloomsburg University.

Pursuant to the terms of the Company’s 2018 Long-Term Incentive Plan, upon his election to the Board and his appointment to the Compensation Committee of the Board, Mr. Norbe received an automatic award of 71,667 stock-settled restricted stock units, which fully vest on May 9, 2019. Upon vesting, each unit shall be settled with one share of Company's Common Stock.

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





Item 7.01 Regulation FD Disclosure.

On June 19, 2018, the Company issued a press release announcing the election of Messrs. Roper and Norbe 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 June 19, 2018.






Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release of Biolase, Inc., dated June 19, 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.
          
June 19, 2018   By:   /s/ John R. Beaver
       
        Name: John R. Beaver
        Title: Interim Chief Executive Officer


EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

BIOLASE Appoints Todd A. Norbe and Jess Roper to Board of Directors

IRVINE, CA (June 19, 2018) — BIOLASE, Inc. (NASDAQ:BIOL), the global leader in dental lasers, announced today that it has appointed veteran senior dental industry executive, Todd A. Norbe and veteran senior finance executive Jess Roper to its Board of Directors, effective immediately. Mr. Roper will become chairman of the audit committee and replace James R. Talevich, who resigned from the Board due to other commitments. The addition of Mr. Norbe increases the size of the Board to five directors.

“The addition of Todd and Jess creates a reinvigorated Board of Directors with direct expertise in new technology adoption, disruptive innovation, and growth,” said BIOLASE Chairman Jonathan T. Lord, M.D. “We have also increased the ‘dental IQ’ of the Company by adding a director with deep experience in the dental industry. Along with welcoming Todd and Jess to the Board, I’d like to thank Jim Talevich for his tireless four and a half years of service to BIOLASE.”

Mr. Norbe, 51, was most recently the President, North America of KaVo Kerr, a subsidiary of the Danaher Corporation, where he held executive leadership positions from 2006 to 2018. With worldwide revenue of approximately $800 million, KaVo Kerr is comprised of two global leaders, KaVo and Kerr, that deliver dental instruments, imaging solutions, dental treatment units and premier consumables worldwide.

Mr. Norbe was responsible for the integration of the KaVo and Kerr businesses while leading all aspects of sales, marketing, channel management, group purchasing, customer care, service/warranty and operations. Prior to the integration, Mr. Norbe served as President of Kerr North America, where he was responsible for integrating three business units into one customer facing company brand while incorporating a common management structure and go-to-market strategy. Mr. Norbe also served as Vice President and General Manager of Metrex Medical – Sybron Dental Specialties, continuing in that role after it was acquired by Danaher in 2006.

Mr. Norbe earned a Master of Business Administration in Management from Fairleigh Dickinson University, and a Bachelor of Science degree in Marketing from Bloomsburg University. He served on the Board of the Dental Trade Association Foundation and the National Children’s Oral Health Foundation.

Mr. Roper, 53, has considerable financial and audit experience in the sectors of medical devices, life sciences, technology, manufacturing, and financial institutions. He joined San Diego-based Dexcom, Inc., in 2005 and he most recently served as its Senior Vice President and Chief Financial Officer, retiring in April 2017. Dexcom is a developer and marketer of continuous glucose monitoring systems for ambulatory use by patients and by healthcare providers in the hospital.

While at Dexcom, Mr. Roper also served as its Vice President and Chief Financial Officer and as the Director of Finance. During his tenure, Dexcom transitioned from a pre-revenue privately held medical device company to a multi-national, publicly traded entity with 2016 worldwide revenues of $573 million. 

Mr. Roper previously held financial management positions with two other publicly traded companies and one venture funded company and has extensive capital markets experience. Earlier in his career, Mr. Roper was an auditor with PricewaterhouseCoopers, and a bank and information systems examiner with the Office of the Comptroller of the Currency.

Mr. Roper earned a Master of Science in Corporate Accountancy and a Bachelor of Science in Business Administration in Finance from San Diego State University. He is a Certified Public Accountant in California and a member of the Corporate Directors Forum.

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. BIOLASE’s products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE’s 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. BIOLASE’s 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 over 36,200 laser systems to date in over 90 countries around the world. Laser products under development address BIOLASE’s 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/waterlase—laserdentistry, 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 the expected benefits of the reverse stock split. 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 BIOLASE’s current expectations and speak only as of the date of this release. Actual results may differ materially from BIOLASE’s current expectations depending upon a number of factors. These factors include, among others, those risks and uncertainties that are described in the “Risk Factors” section of BIOLASE’s Annual Report on Form 10-K for the year ended December 31, 2017, as well as other risks and uncertainties set forth from time to time in the reports we file 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
Interim CEO; Senior Vice President and CFO
jbeaver@biolase.com
888-424-6527

     
DresnerAllenCaron    
Rene Caron (Investors)
rcaron@dresnerallencaron.com
  Len Hall (Financial Media)
lhall@dresnerallencaron.com
 
   
949-474-4300 (office)
949-813-6945 (mobile)
  949-474-4300 (office)
949-280-0413 (mobile)

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