<PAGE>
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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a- 12
BIOLASE TECHNOLOGY, INC.
(Name of Registrant as Specified In Its Charter)
BIOLASE TECHNOLOGY, INC.
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box): N/A
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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.
____________________________________________________________________________
2) Aggregate number of securities to which transaction applies.
____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
____________________________________________________________________________
4) Proposed maximum aggregate value of transaction.
____________________________________________________________________________
[_] 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 registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________________________
2) Form, Schedule or Registration Statement No:
____________________________________________________________________________
3) Filing Party:
____________________________________________________________________________
4) Date Filed:
____________________________________________________________________________
<PAGE>
BIOLASE TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 19, 1998
---------------------
To All 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 19, 1998, 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, 1998.
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 10, 1998,
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 20, 1998
<PAGE>
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 19, 1998, 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 20, 1998.
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 as of the close
of business on April 10, 1998 will be entitled to vote at the Meeting. On that
date, there were outstanding
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<PAGE>
13,478,586 shares of Common Stock, which 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 10, 1998,
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, including Donald A. La Point, Chief
Executive Officer 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 353,750 (2) 2.6%
Donald A. La Point 403,076 (3) 2.9%
George V. d'Arbeloff 51,517 (4) *
Advisor's Capital 1,571,724 (5) 11.4%
Investments, Inc. dba
Perspective Advisory Group
17 Tripp Road
Woodstock, CT 06281
All Executive Officers 1,248,506 (6) 8.6%
and Directors as a
Group (nine 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 171,250 shares issuable under options which are exercisable on or
within 60 days of April 10, 1998.
(3) Includes 400,000 shares issuable under options which are exercisable on or
within 60 days of April 10, 1998.
-2-
<PAGE>
(4) Includes 33,335 shares which are issuable under options and warrants
which are exercisable on or within 60 days of April 10, 1998.
(5) Advisor's Capital Investments, Inc. expressly disclaims beneficial
ownership of these shares; it does not have the sole or shared power to
vote or to direct the vote of such shares, but does have shared power to
dispose or to direct the disposition of such shares.
(6) Includes, in addition to the shares described in notes (2), (3) and (4),
426,475 shares issuable under options which are exercisable on or within 60
days of April 10, 1998.
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 will have no effect on the election. 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 such replacement nominee as may be designated by
the Board of Directors.
The nominees for director are:
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
Federico Pignatelli 45 1991
Donald A. La Point 43 1994
George V. d'Arbeloff 53 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 in New York City the world's largest complex of
professional photographic and digital studios, 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 System. From 1990 to
1992, Mr. Pignatelli was associated with Gruntal & Company, an investment
banking firm and brokerage firm, as a Managing Director. Previously, Mr.
Pignatelli was associated with Ladenburg, Thalmann & Co., Inc., a New York
investment banking and brokerage firm, as a Managing Director.
-3-
<PAGE>
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 and President in March 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.
The Company has recently entered into a letter of intent to acquire all or
substantially all of the assets of Laser Skin Toner, Inc. The Letter of Intent
contemplates that upon the consummation of that acquisition the size of the
Company's Board of Directors would be increased and an affiliate of Laser Skin
Toner, Inc. would be elected to the Board of Directors. Consummation of the
acquisition is subject to a number of conditions including satisfactory
completion of due diligence examinations and negotiation of a mutually
acceptable definitive agreement, and there can be no assurance that the
acquisition will be consummated.
Information Concerning Board and Committee Meetings
The Company's Board of Directors held two meetings during the year ended
December 31, 1997 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 1997, the Compensation Committee held one
meeting; the Stock Option Committee did not meet in 1997 (stock options granted
were approved by the Board of Directors). 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, 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
-4-
<PAGE>
accounting procedures and controls. The Audit Committee met once in 1997. The
Company does not currently have a nominating committee. In 1997, all directors
attended all meetings of the Board of Directors and the Committees of which they
were members.
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 the date of each annual meeting of BioLase's stockholders (which generally
occurs in the second quarter of each year), each non-employee director elected
at such meeting is automatically granted an option to purchase 20,000 shares of
Common Stock at the market price of Common Stock on that date, which option
vests at the rate of 5,000 shares per quarter, beginning three months after the
grant date. Any non-employee director who is first elected a director at any
time other than at an annual meeting of stockholders is automatically granted an
option on the date of his election as a director for a number of shares
determined by multiplying 1,667 by the number of full months remaining until the
next June 1, which options vest at a rate of 1,667 shares per month beginning on
the last day of the first full month following the grant date. On May 20, 1997,
Messrs. Pignatelli and d'Arbeloff each received options to purchase 20,000
shares of Common Stock, at an exercise price of $3.9375 per share.
Executive Officers
The executive officers of the Company (other than Donald A. La Point, who also
serves as and is a nominee for Director) are as follows:
Al Diaz. Mr. Diaz, 42, has been Vice President of Operations of the Company
since March 1998. From December 1995 through November 1997, Mr. Diaz served as
Vice President of Operations for the Biomedical Division of Sorin Biomedica, an
Italian manufacturer of cardiovascular implants. From June 1995 through
December 1995, Mr. Diaz was a Director of Manufacturing of the cardiovascular
group of Baxter Health Care, Inc., a manufacturer of medical products. From
June 1994 through June 1995, Mr. Diaz served as Director of Operations of
Laerdal Medical, Inc., a manufacturer of external portable defibrillators. From
1987 through June 1994, Mr. Diaz was associated with Advanced Interventional
Systems, Inc., a manufacturer of Eximer laser systems, where he served as
Director of Operations from March 1992 through June 1994 and Manufacturing
Manager from 1987 through March 1992.
Andrew Kimmel. Mr. Kimmel, 29, has been Vice President of Engineering and
Regulatory Affairs of the Company since February 1998. From May 1997 to
February 1998, he served as the Company's Vice President of Internal Programs.
Mr. Kimmel joined the Company in 1991 as an electrical engineer and held various
key positions within the Company's engineering and service departments. He was
promoted to Director of Regulatory Affairs in 1995, where his primary area of
responsibility was the aggregation and submission of data for applications to
the United States Food and Drug Administration regarding the Company's products.
-5-
<PAGE>
Alan Reich. Mr. Reich, 43, has served as Vice President of Strategic Planning
of the Company since February 1998. Mr. Reich joined the Company in September
1997 as Midwestern Senior Area Manager of Dental Laser Sales. From November 1994
through September 1997, Mr.Reich served as the Senior Area Sales Manager for the
Midwest region of Premier Laser Systems, Inc. From November 1989 through
September 1994, he was a hematology sales representative for Coulter
Corporation, a privately held manufacturer of blood analyzers.
Ioana Rizoiu. Ms. Rizoiu, 34, has served as Vice President of Research and
Development of the Company since May 1997. Ms. Rizoiu joined the Company in
February 1992 as a physicist, where she played a significant role in the
development of the Company's prior laser-based products and its present
HydroKinetic technology. In 1995, she was promoted to Director of Research and
Development, where her responsibilities included the design and development of
the delivery system utilized to transport the HydroKinetic technology to the
target tissue. She has also served as project manager for the LaserBrush
toothbrush since 1995.
Richard Shock. Mr. Shock, 50, has served as Vice President of Sales and
Marketing of the Company since February 1998. Mr. Shock joined the Company in
September 1997 as National Director of Dental Laser Sales. From March 1993
through September 1997, Mr. Shock served first as Southeast Area Sales Manager
and then as National Sales Manager of Premier Laser System, Inc., an Irvine,
California-based manufacturer and distributor of medical and dental laser
systems. From August 1990 through March 1993 he was a Regional Product
Consultant and then National Sales Trainer for American Dental Technology, Inc.,
a laser manufacturer.
Stephen R. Tartamella. Mr. Tartamella, 45, has been Vice President of
Finance/Administration and Chief Financial Officer of the Company since August
1995. Mr. Tartamella joined the Company in 1994 as a consultant and became
Corporate Controller in May 1994. Mr. Tartamella served as a financial
consultant from October 1992 until joining BioLase in 1994. From mid-1990 to
October 1992, Mr. Tartamella served as Vice President of Finance/Administration
and Chief Financial Officer of Taylor Dunn Manufacturing, a manufacturer of
electric and gas powered utility carts.
-6-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides compensation information for the periods
indicated with respect to the person who served as the Company's chief executive
officer during the year ended December 31, 1997 (the "Named Officer"). No other
executive officer of the Company received total salary and bonus in excess of
$100,000 during 1997.
<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 1997 $145,000 $ - 50,000
Chief Executive Officer 1996 $104,367 $ - 100,000
1995(1) $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 had been granted in previous years and
were amended in 1995 to reduce the exercise price thereof.
-7-
<PAGE>
Fiscal 1997 Option Grants
Shown below is information regarding stock options granted to the Named
Officer during the year ended December 31, 1997.
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date
---- ---------- ---------------- --------- ----------
<S> <C> <C> <C> <C>
Donald A. La Point 50,000(1) 22% 3.00 7/22/07
</TABLE>
- -----------------
(1) These options vested 100% at the date of grant.
Fiscal Year Option Exercises and Fiscal Year-End Option Values
Shown below is information regarding unexercised stock options held by the
Named Officer at December 31, 1997. No stock options were exercised by the
Named Officer during 1997.
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-The-Money
Name Fiscal Year End (#) Options at Fiscal Year End ($)
- ---------------- ------------------------------- ---------------------------------
Exercisable Unexercisable Exercisable Unexercisable
--------------- ------------- -------------- ----------------
<S> <C> <C> <C> <C>
Donald A.
La Point 397,917 2,083 543,124 3,776
</TABLE>
-8-
<PAGE>
Compensation Committee Interlocks and Insider Participation
In 1997, Mr. Pignatelli was the only member of the Company's Compensation
Committee who was an officer or employee of the Company during such year. He,
however, is not an executive officer or employee of the Company.
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,
1997, did not timely report transactions as required under the Securities
Exchange Act of 1934. 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, 1997.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee sets and administers the policies governing the
Company's compensation program, including stock option plans. The Committee
discusses and considers executive compensation matters and makes its decisions,
subject to review by the Company's Board of Directors.
The goals of the Company's executive compensation program are to attract and
retain executive officers who will strive for excellence and to motivate those
individuals to achieve superior performance by providing them with rewards for
assisting the Company in meeting targets regarding technology, revenues and
profitability. Overall compensation is intended to be set at a level
competitive with the amounts paid to management of companies with similar
business structures, sizes and stages of development. Compensation for the
Company's executive officers consists of base salary, a potential cash bonus and
stock options granted under the Company's stock option plans.
The Compensation Committee sets the annual base salary for the Company's Chief
Executive Officer and reviews and approves, with appropriate modifications, the
proposed annual base salary for the Company's other executive officers. None of
the Company's executive officers
-9-
<PAGE>
has an employment agreement. Their base salaries are based upon industry and
peer group surveys, an analysis of the respective executive officer's
performance and judgments as to the expected future contributions of each
executive officer.
The Compensation Committee may also award annual cash bonuses based on the
Company's results of operations and financial position and a review of the
performance of each executive officer in such officer's areas of responsibility
and each executive officer's respective contribution to the Company's operating
performance. The Company's operating plan is the principal point of reference
utilized by the Compensation Committee. No cash bonuses were awarded in 1997.
During each fiscal year, the Compensation Committee considers the desirability
of option grants to the Company's executive officers under the Company's stock
option plans. The Compensation Committee believes that stock options encourage
the attainment of strategic goals over time and align employee and stockholder
interests. In determining the grants of stock options to executive officers in
the most recent fiscal year, the Compensation Committee reviewed the recommended
individual awards for officers other than the Chief Executive Officer, and
considered the past and anticipated responsibilities, specific assignments,
strategic and operational goals, performance and contributions of each executive
officer, as well as the number of options previously granted to the officer and
the number of shares subject to options that had vested and would vest in the
future.
COMPENSATION COMMITTEE
Federico Pignatelli
George d'Arbeloff
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PacVest Associates, Inc., an affiliate of Advisor's Capital Investments, Inc.,
served as placement agent in the 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.
-10-
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph presents a comparison of cumulative total stockholder
returns, for the five years ended December 31, 1997, for the Company's Common
Stock, The Nasdaq SmallCap Market and an index average of the Company's peer
group, composed of comparable publicly-traded companies involved in the
Company's line of business, the manufacture and sale of electromedical and
electrotherapeutic devices. The graph assumes the investment of $100 on January
1, 1993 and the reinvestment of all dividends, if any. The total return
performance shown on the graph is not necessarily indicative of future total
return performance of the Company's Common Stock.
<TABLE>
<CAPTION>
Annual Return Percentage
------------------------
Years Ending
Company Name/Index Dec93 Dec94 Dec95 Dec96 Dec97
- ------------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
BioLase Technology, Inc. -81.62 -67.99 250.00 14.29 -17.20
S & P SmallCap 600 Index 18.79 -4.77 29.96 21.32 25.58
Peer Group* -17.96 15.93 90.11 6.21 34.86
</TABLE>
<TABLE>
<CAPTION>
Indexed Returns
---------------
Years Ending
Base
Company Name/ Period
Index Dec92 Dec93 Dec94 Dec95 Dec96 Dec97
- ------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
BioLase Technology, Inc. 100 18.38 5.88 20.59 23.53 19.48
S & P Smallcap 600 Index 100 118.79 113.12 147.01 178.35 223.98
Peer Group* 100 82.04 95.11 180.81 192.03 258.98
</TABLE>
_______________________
* Peer group includes all companies reporting pursuant to the Securities
Exchange Act of 1934 under the Standard Industrial Code number 3845
(electromedical and electrotherapeutic apparatus). Currently 126 reporting
companies utilize this SIC number.
-11-
<PAGE>
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, 1998, subject to ratification by the stockholders.
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 ratify the appointment of Coopers & Lybrand, L.L.P. to
act as the Company's independent public accountants for the fiscal year ending
December 31, 1998. Broker non-votes and votes withheld will have no effect on
the ratification. In view of the difficulty and the expense involved in
changing accountants on short notice, the appointment for 1998 may be permitted
to stand, if the Board of Directors determines that making such a change in 1998
would be too expensive or disruptive. Under such circumstances, disapproval of
this Proposal Two will be considered as direction to the Board of Directors to
select other independent accountants for the following year.
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 1999 Annual Meeting must submit
such proposal so that it is received by the Company no later than December 14,
1998.
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.
-12-
<PAGE>
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1997 (WITHOUT EXHIBITS) ACCOMPANIES THIS PROXY STATEMENT. A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997, 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.
-13-
<PAGE>
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 10, 1998, at the Annual Meeting of
Stockholders to be held on May 19, 1998, or any adjournments thereof.
1. ELECTION OF DIRECTORS
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below
contrary below)
(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, 1998.
[_] FOR [_] AGAINST
3. In their discretion, the Proxies are each authorized to vote upon such other
business as may properly come before the meeting.
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: __________________, 1998
_______________________________
(Signature)
_______________________________
(Signature if held jointly)
Please sign exactly as name
appears below. 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.
