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As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20559
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BIOLASE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 87-0442441
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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981 Calle Amanecer
San Clemente, California 92673
(Address of Principal Executive Offices)
LASER MEDICAL TECHNOLOGY, INC. 1993 STOCK COMPENSATION PLAN
BIOLASE TECHNOLOGY, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full Title of the Plan)
Federico Pignatelli
Chairman of the Board
BioLase Technology, Inc.
981 Calle Amanecer
San Clemente, California 92673
(714) 361-1200
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
CATHRYN S. GAWNE, ESQ.
Shapiro, Rosenfeld & Close
2029 Century Park East, Suite 2600
Los Angeles, California 90067
(310) 277-1818
Telecopy: (310) 201-4776
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Amount to be Price per Offering Registration
Title of Securities to be Registered Registered Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 521,600 shares(2) $1.75 $ 912,800 $ 285.25(3)
Common Stock, $.001 par value 1,125,000 shares $3.125 $3,515,625 $1,212.19
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Total 1,646,600 shares $4,428,425 $1,497.44
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
(2) Previously registered pursuant to a Registration Statement on Form S-8
(Registration No. 33-73300) filed by Registrant on December 21, 1993
(the "1993 Registration Statement").
(3) Previously paid pursuant to the filing of the 1993 Registration
Statement.
The Section 10(a) prospectus to which this Registration Statement
relates also serves as the Section 10(a) prospectus for the 1993 Registration
Statement, pursuant to Rule 429(a) promulgated under the Securities Act of
1933, as amended.
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This Registration Statement hereby incorporates by reference the
contents of the 1993 Registration Statement (Registration No. 33-73300).
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits
See Exhibit Index appearing at page II-3.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Clemente, State of California on this 29th
day of July, 1996.
BIOLASE TECHNOLOGY, INC.
By: /s/ DONALD A. LA POINT
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DONALD A. LA POINT
President and Chief Executive
Officer
By: /s/ STEPHEN R. TARTAMELLA
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STEPHEN R. TARTAMELLA
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Donald A. La Point and Stephen R.
Tartamella, acting individually, as his attorney-in-fact, each with full power
of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorney to any and all amendments to said Registration
Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ DONALD A. LA POINT President, Chief July 29, 1996
- ------------------------- Executive Officer and
DONALD A. LA POINT a Director
/s/ FEDERICO PIGNATELLI Chairman of the Board of July 29, 1996
- ------------------------- Directors
FEDERICO PIGNATELLI
/s/ STEPHEN R. TARTEMELLA Vice President and Chief July 29, 1996
- ------------------------- Financial Officer
STEPHEN R. TARTAMELLA
/s/ GORDON WERNER Director July 29, 1996
- ----------------------
GORDON WERNER
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EXHIBIT INDEX
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Exhibit
Number
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<S> <C>
4.1 Laser Medical Technology, Inc. 1993 Stock Compensation Plan. (1)
4.2 Laser Medical Technology, Inc. 1993 Stock Option Plan. (1)
10.18 BioLase Technology, Inc. Amended and Restated 1993 Stock Option Plan. (2)
10.18a First Amendment to Amended and Restated 1993 Stock Option Plan. (3)
10.19 BioLase Technology, Inc. Amended and Restated 1993 Stock Compensation Plan. (2)
10.20 Form of 1993 Stock Option Agreement (2)
10.25 Amended and Restated 1993 Stock Option Plan (4)
5.1 Opinion of Phillips, Haglund, Haddan & Jeffers. (1)
5.2 Opinion of Shapiro, Rosenfeld & Close.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Phillips, Haglund, Haddan & Jeffers
(included in Exhibit 5.1). (1)
23.4 Consent of Shapiro, Rosenfeld & Close
(included in Exhibit 5.2).
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(1) Previously filed with the original Registration Statement on December
21, 1993.
(2) Filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, and incorporated by reference.
(3) Filed with the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1995, and incorporated by reference.
(4) Filed with the Registrant's Quarterly Report on Form 10-QSB for the
six months ended June 30, 1995, and incorporated by reference.
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EXHIBIT 5.2
[SHAPIRO, ROSENFELD & CLOSE LETTERHEAD]
July 29, 1996
BioLase Technology, Inc.
981 Calle Amanecer
San Clemente, California 92673
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel for BioLase Technology, Inc., a Delaware corporation (the "Company"),
we have participated in the preparation of that certain Registration Statement
on Form S-8 to be filed under the Securities Act of 1933, as amended, relating
to the offering, pursuant to the Company's 1993 Stock Compensation Plan and
Amended and Restated 1993 Stock Option Plan (collectively, the "Plans"), of up
to 1,125,000 shares of the Company's Common Stock (the "Shares"). We have also
examined the proceedings taken and the instruments executed in connection with
the issuance of the Shares.
It is our opinion that, when issued pursuant to the terms of the Plans, as
contemplated in the Registration Statement, the Shares will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ SHAPIRO, ROSENFELD & CLOSE
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SHAPIRO, ROSENFELD & CLOSE
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Exhibit 23.1
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
BioLase Technology, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of BioLase Technology, Inc. (formerly Laser Medical Technology, Inc.) of our
report dated March 17, 1995 relating to the consolidated balance sheet of
BioLase Technology, Inc. and subsidiaries as of December 31, 1994 and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the two-year period ended December 31, 1994, and
related schedule, which report appears in the December 31, 1995 annual report on
Form 10-KSB of BioLase Technology, Inc.
Our report dated March 17, 1995, contains an explanatory paragraph that states
that the Company's consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered
recurring losses from operations and shows a need for continued funding that
raises substantial doubt about its ability to continue as a going concern. The
consolidated financial statements and consolidated financial statement schedule
do not include any adjustments that might result from the outcome of that
uncertainty.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Orange County, California
July 26, 1996
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Exhibit 23.2
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
BioLase Technology, Inc. on Form S-8 of our report, which includes an
explanatory paragraph regarding the Company's ability to continue as a going
concern, dated March 12, 1996 on our audit of the consolidated financial
statements and financial statement schedule of BioLase Technology, Inc. as of
December 31, 1995 and for the year ended December 31, 1995 which report is
included in the Annual Report on Form 10-KSB.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
July 26, 1996
