<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
BIOLASE TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
BIOLASE TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1997
_____________________
To The Stockholders:
The Annual Meeting of Stockholders of BioLase Technology, Inc. (the
"Company") will be held at the Company's offices, 981 Calle Amanecer, San
Clemente, California, on May 20, 1997, at 2:00 p.m. for the following purposes:
To elect three directors to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified.
To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the year ending December
31, 1997.
To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on April 7,
1997, as the record date for determination of stockholders entitled to notice
of and to vote at the Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER,
WHETHER OR NOT YOU PLAN TO ATTEND, WE URGE YOU TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ACCOMPANYING ENVELOPE (TO
WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES) SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING.
FEDERICO PIGNATELLI
Chairman
April 18, 1997
<PAGE> 3
BIOLASE TECHNOLOGY, INC.
981 Calle Amanecer
San Clemente, California 92673
_____________________
PROXY STATEMENT
_____________________
GENERAL INFORMATION
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of BioLase Technology, Inc. (the
"Company"), in connection with the Annual Meeting of Stockholders to be held at
2:00 p.m. on May 20, 1997, at the Company's offices, 981 Calle Amanecer, San
Clemente, California, and at any and all adjournments thereof. It is
anticipated that this Proxy Statement and accompanying proxy will first be
mailed to stockholders on or about April 18, 1997.
The accompanying proxy, if properly executed and returned, will be
voted as specified by the stockholder or, if no vote is indicated, the proxy
will be voted FOR the Company's nominees for director, and FOR the ratification
of the appointment of Coopers & Lybrand L.L.P. as the Company's independent
public accountants. As to any other matter of business which may be brought
before the Meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the persons voting the same, but management
does not know of any such other matter of business. A stockholder may revoke
his or her proxy at any time prior to the voting of shares by voting in person
at the Meeting or by filing with the Secretary of the Company a duly executed
proxy bearing a later date or an instrument revoking the proxy.
The costs of solicitation of proxies will be paid by the Company. In
addition to soliciting proxies by mail, the Company's officers, directors and
other regular employees, without additional compensation, may solicit proxies
personally or by other appropriate means. Banks, brokers, fiduciaries and
other custodians and nominees who forward proxy soliciting material to their
principals will be reimbursed their customary and reasonable out-of-pocket
expenses.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record of the Company's Common Stock or Series A
6% Redeemable Cumulative Convertible Preferred Stock as of the close of
business on April 7, 1997
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<PAGE> 4
will be entitled to vote at the Meeting. On that date, there were outstanding
13,399,449 shares of Common Stock and one share of Series A 6% Redeemable
Cumulative Convertible Preferred Stock, which collectively constituted all of
the outstanding voting securities of the Company, each of which is entitled to
one vote per share. A majority of the shares entitled to vote, represented in
person or by proxy, constitutes a quorum at the Meeting. Abstentions and
broker non-votes are counted as present for purposes of determining the
existence of a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 7,
1997, relating to the beneficial ownership of the Company's Common Stock by (i)
all persons known by the Company to beneficially own more than 5% of the
outstanding shares, (ii) each director of the Company, and (iii) all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS(1) BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Federico Pignatelli 333,750(2) 2.5%
George V. d'Arbeloff 28,183(3) *
Program One, Inc. dba 1,284,552(4) 9.6%
Perspective Advisory
Group
17 Tripp Road
Woodstock, CT 06281
Donald A. La Point 341,667(5) 2.5%
All Executive Officers
and Directors as a 854,850(6) 6.1%
Group (4 persons)
- -------------------------
</TABLE>
* Less than one percent.
(1) Unless otherwise indicated, address of each person is c/o the Company,
981 Calle Amanecer, San Clemente, California 92673.
(2) Includes 151,250 shares issuable under options which are exercisable
within 60 days.
(3) Includes 10,001 shares which are issuable under options and warrants
which are exercisable within 60 days.
(4) Program One, Inc. expressly disclaims beneficial ownership of the
shares; it does not have the sole or shared power or ability to direct
the vote of such shares, but does have shared power to dispose or to
direct the disposition of such shares.
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(5) Consists of 329,167 shares issuable under options which are
exercisable within 60 days.
(6) Includes, in addition to the shares set forth in notes (2), (3) and
(5), 163,750 shares issuable under options which are exercisable
within 60 days.
PROPOSAL ONE - ELECTION OF DIRECTORS
The three directors to be elected at the Meeting will hold office
until the next Annual Meeting of Stockholders and until the election of their
respective successors. The nominees receiving the highest number of
affirmative votes, up to the number of directors to be elected, will be elected
directors. Broker non-votes and votes withheld have no legal effect. All
proxies received by the Board of Directors will be voted for the nominees
listed below if no direction to the contrary is given. In the event that any
nominee is unable or declines to serve, an event that is not anticipated, the
proxies will be voted for the election of any nominee who may be designated by
the Board of Directors.
The nominees for director are:
<TABLE>
<CAPTION>
Name Age Director Since
----- --- --------------
<S> <C> <C>
Federico Pignatelli 44 1991
Donald A. La Point 42 1994
George V. d'Arbeloff 52 1996
</TABLE>
Mr. Pignatelli has been Chairman of the Board of Directors since
January 1994 and a director of the Company since August 1991. Since 1992, he
has been President of EuroCapital Partners, Inc., an investment banking firm.
He also serves as Chairman of the Board and Chief Executive Officer of Studio
Management, Inc., the general partner of Pier 59 Studio, L.P., a limited
partnership that operates a complex of professional photographic studios in
New York City, and as a director of Fountain Powerboat Industries, Inc., a
high performance sport powerboat and sport fishing boat manufacturer listed on
the Nasdaq National Market. From 1990 to 1992, Mr. Pignatelli was associated
with Gruntal & Company, an investment banking firm and brokerage firm, as a
Managing Director.
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<PAGE> 6
Mr. La Point has been President and Chief Executive Officer of the
Company since February 1995. Mr. La Point joined the Company in 1991 as
Regional Sales Manager, and later became National Director of Sales. Mr. La
Point was elected a director of the Company in May 1994, was elected as
Executive Vice President of Marketing and Sales in July 1994, and became Chief
Executive Officer in February 1995. He is a fellow in the American Society for
Lasers in Medicine and Surgery and is a member of the Academy of Laser
Dentistry, the German Laser Academy and the Korean Laser Association. In 1995,
Mr. La Point received certification from Harvard Medical School in Current
Concepts in Cutaneous Laser Surgery.
Mr. d'Arbeloff joined the Company's Board of Directors in December
1996. Mr. d'Arbeloff has served since November 1996 as the Chief Executive
Officer of Retail Solutions, Inc., a start-up company involved in the
development and marketing of inventory control and scanning-based computer
systems for retail stores. From 1967 to November 1996, he served in various
executive capacities with Teradyne, Inc., a manufacturer of testing equipment
for the semiconductor and electronics industries, including Vice President of
Corporate Relations from 1995 to 1996, Vice President and General Manager of
the Semiconductor Test Group from 1992 to 1995 and Vice President and General
Manager of the Industrial/Consumer Division of the Semiconductor Test Group
from 1982 to 1992.
INFORMATION CONCERNING BOARD AND COMMITTEE MEETINGS
The Company's Board of Directors held five meetings during the year
ended December 31, 1996 and also acted by written consent several times. The
Compensation Committee of the Board of Directors approves the compensation of
employees whose annual salary equals or exceeds $60,000, and such Committee
also serves as the Stock Option Committee which approves option grants under
the Company's stock option plans. During 1996, the Compensation Committee held
one meeting; the Stock Option Committee did not meet in 1996, but acted by
written consent one time. The current members of the Compensation Committee
are Federico Pignatelli and George d'Arbeloff. The Company also has an Audit
Committee comprised of Messrs. Pignatelli and d'Arbeloff. The Audit Committee
assists the Board of Directors in selecting independent auditors to audit the
Company's financial statements and reviews the audit with the auditors and
management, and consults with the auditors and management regarding risk
management and the adequacy of the Company's financial and accounting
procedures and controls. The Audit Committee did not meet in 1996. The
Company does not currently have a nominating committee. In 1996, all directors
attended all meetings of the Board of Directors and the Committees of which
they were members.
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<PAGE> 7
DIRECTORS' COMPENSATION
The Company's directors do not receive cash directors' fees, but are
reimbursed for business expenses incurred in connection with their duties as
directors. On June 11, 1996, Federico Pignatelli and Gordon Werner (a former
member of the Board of Directors who resigned December 12, 1996) each received
options to purchase 20,000 shares of Common Stock, at an exercise price of
$4.125 per share. On August 8, 1996, Messrs. Pignatelli and La Point received
options to purchase 50,000 and 100,000 shares of Common Stock, respectively, at
an exercise price of $2.531 per share. On December 12, 1996 Mr. d'Arbeloff
received options to purchase 8,335 shares of Common Stock at an exercise price
of $3.563 per share.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides compensation information with respect to
each person who served as the Company's chief executive officer during the year
ended December 31, 1996 (the "Named Officer") for the periods indicated. No
other executive officer of the Company received total salary and bonus in
excess of $100,000 during 1996.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Fiscal Securities Underlying
Principal Position Year Salary Bonus Options (#)
- ------------------ ------ ------ ----- ------------------------
<S> <C> <C> <C> <C>
Donald A. La Point 1996 $104,167 $ - 100,000
Chief Executive Officer(1) 1995 $101,367 $ - 250,000(2)
</TABLE>
____________________
(1) Mr. La Point was elected Chief Executive Officer of the Company on
February 13, 1995.
(2) Includes options to purchase an aggregate of 200,000 shares, of which
options to purchase 145,000 shares were granted in previous years and
amended in 1995 to reduce the exercise price thereof.
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<PAGE> 8
FISCAL YEAR 1996 OPTION GRANTS
Shown below is information regarding stock options granted to the Named
Officer during the year ended December 31, 1996.
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date
- ------------- ----------- ---------------- --------- ----------
<S> <C> <C> <C> <C>
Donald A. La Point 100,000(1) 34% 2.531 8/7/06
</TABLE>
_________________
(1) These options vest 25% at the date of grant, with the balance vesting over
12 months commencing September 1, 1996.
FISCAL YEAR OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
Shown below is information regarding unexercised stock options held by the
Named Officer at December 31, 1996. No stock options were exercised by the
Named Officer during 1996.
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-The-Money
Name Fiscal Year End (#) Options at Fiscal Year End ($)
- -------------- ------------------------------------ -------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Donald A.
La Point 275,729 74,271 $637,773 $134,127
</TABLE>
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<PAGE> 9
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and holders of 10% or more of the Company's
Common Stock to file reports of ownership (Form 3) and changes in ownership
(Forms 4 and 5) with the Securities and Exchange Commission ("SEC") and to
furnish the Company with copies of all such forms which they file with the SEC.
The Company does not have any information which indicates that any
director, officer or 10% shareholder of the Company during the year ended
December 31, 1996, did not timely report transactions as required under the
Securities Exchange Act of 1934, with the exception of Forms 4, required to be
filed by Messrs. Pignatelli and La Point, evidencing the granting of options to
purchase Common Stock in August 1996. Messrs. Pignatelli and La Point each
filed a Form 5 in January 1997 reflecting such option grants. In making the
foregoing disclosure, the Company has relied solely on its review of copies
submitted to it of Forms 3, 4 and 5 filed by such persons with the SEC with
respect to the year ended December 31, 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PacVest Associates, Inc., an affiliate of Program One, Inc., served as
Managing Placement Agent in the Company's October 1996 private placement. In
connection therewith, PacVest Associates, Inc. received aggregate commissions
of $400,000 and warrants, expiring on December 31, 1998, to purchase an
aggregate of 90,910 shares of the Company's Common Stock at an exercise price
of $3.50 per share. Robert K. Mann, President and a director of PacVest
Associates, Inc., received warrants, with the same terms and conditions as
those received by PacVest Associates, Inc., to purchase an aggregate of 100,000
shares of the Company's Common Stock.
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<PAGE> 10
PROPOSAL TWO - APPROVAL OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors has appointed Coopers & Lybrand L.L.P. to
act as the Company's independent public accountants for the fiscal year ending
December 31, 1997.
KPMG Peat Marwick LLP previously served as the Company's independent public
accountants. On December 1, 1995, KPMG Peat Marwick LLP notified the Company
of its resignation as principal accountant. Upon notification of the
resignation by KPMG Peat Marwick LLP, the Audit Committee recommended to the
Board of Directors the appointment of Coopers & Lybrand L.L.P. as the principal
accountant to audit the Company's financial statements for the fiscal years
ended December 31, 1995 and December 31, 1996. The Board of Directors approved
the appointment of Coopers & Lybrand L.L.P. as its principal accountant by
unanimous written consent on December 6, 1995.
The reports of the former principal accountant on the financial statements
of the Company for the fiscal years ended December 31, 1994 and 1993 did not
contain an adverse opinion or a disclaimer of opinion, or was qualified as to
uncertainty, audit scope, or accounting principles. The aforementioned reports
did contain an explanatory paragraph describing an uncertainty about the
Company's ability to continue as a going concern, though such explanations did
not serve to qualify the reports.
There were no disagreements between the Company and the former principal
accountant in the period since the beginning of fiscal 1993 through the interim
period ended December 1, 1995, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of the former principal accountant,
would have caused it to make a reference to the subject matter thereof in
connection with its reports.
In accordance with the rules of the Securities and Exchange Commission,
KPMG Peat Marwick LLP furnished the Company with a letter addressed to the
Securities and Exchange Commission which was filed as an exhibit to the
Company's Current Report on Form 8-K dated December 7, 1995.
The affirmative vote of the holders of a majority of the shares of Common
Stock represented in person or by proxy and entitled to vote at the Annual
Meeting is required to approve Proposal Two. In view of the difficulty and the
expense involved in changing accountants on short notice, if Proposal Two is
not approved, it is contemplated that the appointment for 1997 may be permitted
to stand, unless the Board of Directors finds other compelling reasons for
making a change. Disapproval of this Proposal Two will be considered as advice
to the Board of Directors to select other independent accountants for the
following year.
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<PAGE> 11
A representative of Coopers & Lybrand L.L.P. is expected to be present at
the Meeting with the opportunity to make a statement if such representative so
desires and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder intending to submit to the Company a proposal for inclusion
in the Company's Proxy Statement and proxy for the 1998 Annual Meeting must
submit such proposal so that it is received by the Company no later than
December 20, 1997.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Stockholders calls for the
transaction of such other business as may properly come before the meeting, the
Board of Directors has no knowledge of any matters to be presented for action
by the stockholders other than as set forth above. The enclosed proxy gives
discretionary authority, however, in the event any additional matters should be
presented.
ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1996 ACCOMPANIES THIS PROXY STATEMENT. A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1996, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING EXHIBITS) MAY BE
OBTAINED BY STOCKHOLDERS WITHOUT CHARGE BY WRITING TO: BIOLASE TECHNOLOGY,
INC., 981 CALLE AMANECER, SAN CLEMENTE, CALIFORNIA 92673, ATTENTION: CORPORATE
SECRETARY.
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<PAGE> 12
[PROXY]
BIOLASE TECHNOLOGY, INC.
981 CALLE AMANECER
SAN CLEMENTE, CALIFORNIA 92673
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Federico Pignatelli and Stephen R.
Tartamella, and each of them, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and vote as designated below, all
the shares of Common Stock of BioLase Technology, Inc. (the "Company") held of
record by the undersigned on April 7, 1997, at the Annual Meeting of
Stockholders to be held on May 20, 1997, or any adjournments thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name below.)
FEDERICO PIGNATELLI DONALD A. LA POINT GEORGE V. D'ARBELOFF
2. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the year ending December 31, 1997.
[ ] FOR [ ] AGAINST
3. In their discretion, the Proxies are each authorized to vote upon such other
business as may properly come before the meeting.
<PAGE> 13
(Continued from other side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2.
Dated:____________, 1997
------------------------
(Signature)
------------------------
(Signature if held
jointly)
Please sign exactly as
name appears. When
shares are held by joint
tenants, both should
sign. When signing as an
attorney, as executor,
administrator, trustee
or guardian, please give
full title to such. If a
corporation, please sign
in full corporate name,
by President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
