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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Page 1 of 4 Sequentially
Numbered Pages
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Earliest Event Reported: October 16, 1996
BIOLASE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19627 87-0442441
(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
981 Calle Amanecer, San Clemente, CA 92673
(Address of Principal Executive Offices)
(714) 361-1200
(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
EQUITY FINANCING. On October 16, 1996, the Registrant completed a
private placement (the "Offering") pursuant to Regulation D promulgated under
the Securities Act of 1933, as amended. In the Offering, the Registrant issued
and sold one hundred (100) units, each consisting of one share of its Series A
6% Redeemable Cumulative Convertible Preferred Stock (the "Preferred Stock") and
five thousand (5,000) Redeemable Common Stock Purchase Warrants (the "Warrants")
expiring 1998 which are exercisable under certain conditions. Gross proceeds
received from the Offering were five million dollars ($5,000,000), and net
proceeds, after commissions of four hundred thousand dollars ($400,000) and
estimated expenses, are anticipated to be approximately four million four
hundred thousand dollars ($4,400,000).
Each share of Preferred Stock is convertible into a variable number of
shares of Common Stock which cannot exceed eighteen thousand one hundred
eighty-two (18,182) shares. The Warrants may be exercised under certain
conditions to purchase Common Stock at three dollars fifty cents ($3.50) per
share.
In connection with the Offering, the Registrant issued an additional
one hundred ninety thousand nine hundred ten (190,910) Common Stock Purchase
Warrants, expiring 1998, also exercisable at three dollars fifty cents ($3.50)
per share.
The unaudited condensed consolidated balance sheets of BioLase
Technology, Inc. at August 31, 1996 presented on the following page reflect
the consolidated financial position of the Registrant on such date and
such financial position as adjusted to give effect to the Offering.
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BIOLASE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
AUGUST 31, 1996
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ACTUAL ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 222,600 $4,600,000 $ 4,822,600
Accounts receivable, less allowance of $52,968 17,553 17,553
Inventories, net of reserves of $469,859 440,325 440,325
Prepaid expenses and other current assets 149,027 (40,000) 109,027
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Total current assets 829,505 4,560,000 5,389,505
Property, plant and equipment, less accumulated
depreciation of $990,879 223,578 223,578
Patents and licenses, less accumulated amortization
of $327,614 28,860 28,860
Other assets 21,688 21,688
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Total assets $ 1,103,631 $4,560,000 $ 5,663,631
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of notes payable and long-term debt $ 8,508 $ $ 8,508
Accounts payable 60,249 60,249
Accrued expenses 415,247 160,000 575,247
Accrued costs related to dissolution of foreign
subsidiary 71,614 71,614
Other current liabilities 66,000 66,000
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Total current liabilities 621,618 160,000 781,618
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Stockholders' equity:
Preferred stock, par value $.001, 1,000,000 shares
authorized, 100 issued on a proforma basis - - -
Additional paid-in capital 4,400,000 4,400,000
Common stock, par value, $.001, 50,000,000 shares
authorized, issued 11,831,191 11,321 11,321
Additional paid-in capital 24,288,978 24,288,978
Accumulated deficit (23,818,286) (23,818,286)
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Net stockholders' equity 482,013 4,400,000 4,882,013
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Total liabilities and stockholders' equity $ 1,103,631 $4,560,000 $ 5,663,631
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</TABLE>
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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 TECHNOLOGY, INC.
Date October 18, 1996 By: /s/ STEPHEN R. TARTAMELLA
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Stephen R. Tartamella
Vice President &
Chief Financial Officer
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