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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-19627
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NOTIFICATION OF LATE FILING
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(Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
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For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-K [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: N/A
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Read attached instructions sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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Part I. Registrant Information
Full name of registrant BioLase Technology, Inc.
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Former name if applicable
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Address of principal executive office (street and number)
981 Calle Amanecer
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City, State and Zip Code San Clemente, CA 92673
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Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check appropriate box.)
[ ] (a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
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Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-
Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.).
The Company has not completed its compilation of certain data and
information required within its filing of Form 10-K for its fiscal year ended
December 31, 1998 due to limited resources available to obtain such information.
In addition, the Company currently has a Registration Statement on file with the
Securities and Exchange Commission that is under review which will incorporate
by reference the Company's Form 10-K for the fiscal year ended December 31,
1998. The Company has responded to certain comments of the staff of the S.E.C.
regarding such Registration Statement and is awaiting further guidance regarding
presentation of certain information to incorporate within its Form 10-K for its
fiscal year ended December 31, 1998.
The Company anticipates the filing of its Annual Report on Form 10-K to
occur no later than 15 calendar days following the prescribed due date in
accordance with Rule 12b-25, section (b)(2)(ii) of the Regulations under the
Securities Exchange Act of 1934, should such an extension be granted by the
Securities and Exchange Commission.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Stephen R. Tartamella 949 361-1200, extension 111
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic report required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such a report(s) been filed? If the answer is
no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
See Exhibit B
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company's results of operations for 1998 have been publicly announced
and reflect a significant change from the results of operations from 1997. The
Statements of Operations for 1998 and 1997 are attached as Exhibit I of this
Form and are incorporated herein by reference.
BioLase Technology, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 1, 1999 By /s/ Stephen R. Tartamella
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Stephen R. Tartamella, Secretary
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Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a mater of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
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Exhibit I
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BIOLASE TECHNOLOGY, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
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Twelve Months Ended
December 31,
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1998 1997
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Sales $ 1,465,191 $ 1,786,285
Cost of Sales 1,418,560 1,527,242
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Gross profit 46,631 259,043
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Operating expenses:
Sales and marketing 1,628,821 955,192
General and administrative 1,780,015 1,280,171
Engineering and development 1,824,901 1,022,733
Write-off of purchased research
and development costs 5,134,920 -
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Total operating expenses 10,368,657 3,258,096
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Loss from operations (10,322,026) (2,999,053)
Interest income 57,591 184,245
Interest expense (81,634) (9,102)
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Net loss $ (10,346,069) $ (2,823,910)
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Loss per share - basic and diluted $ (0.69) $ (0.21)
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Weighted average shares outstanding 15,061,814 13,385,318
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For the fiscal year ended December 31, 1998, the Company reported sales of
$1,465,191, compared to $1,786,285 reported in 1997. The net loss was
$10,346,069, or $0.69 per share, for fiscal year 1998 compared to a net loss of
$2,823,910, or $0.21 per share, in 1997. The 1998 net loss included a
$5,134,920 non-cash write off of in-process research and development recorded in
connection with the acquisition of the assets of Laser Skin Toner, Inc. on July
2, 1998. Absent this write-off, the net loss reported for fiscal 1998 would
have been $5,211,149, or $0.35 per share.
The results for fiscal year 1998 included a reduction in sales of $321,094,
or 18%, from those reported during fiscal 1997 due principally to a decrease in
the Company's export sales during 1998, down approximately $709,000 from those
reported in fiscal 1997. The reduction in export sales was due primarily to a
decrease in sales to the Company's German distributor brought about by its
request of a partial redesign of a critical component of the Millennium(TM)
system. The decrease was offset by an increase in sales during fiscal 1998 of
$455,460 in aggregate to the Company's new Italian and Canadian distributors.
Gross profits declined to $46,631, or 3% of sales, during fiscal 1998 from the
$259,043, or 15% of sales, reported during fiscal 1997. The decrease in gross
profits was due principally to production inefficiencies brought about by the
delay in receipt of the anticipated FDA hard-tissue clearance coupled with on-
going product development.
Operating expenses increased $7,110,561 in fiscal 1998 to $10,368,657 from
$3,258,096 reported for fiscal 1997. The increase in 1998 included the non-cash
write off of $5,134,920 representing in-process research and development costs
associated with the acquisition of the Laser Skin Toner, Inc. assets on July 2,
1998. Absent this write off, the increase in operating expenses for fiscal 1998
compared to fiscal 1997 would have been $1,975,641, or 61%. The increase was due
principally to (i) expanded participation by the Company at various trade shows
in anticipation of its FDA clearance received in October, 1998, coupled with
increased payroll and other costs associated with the Company's establishment of
a domestic sales force, (ii) increased advertising and promotion of the Company
through various publications and investor forums, and a higher volume of public
relation announcements associated with the Company's products and regulatory
clearances, and (iii) greater engineering costs related primarily to the 1998
redesign of the Millennium(TM) handpiece, and enhancements to the existing
Millennium(TM) configuration and the finalization of the LazerSmile(TM) tooth
whitening system in anticipation of its product launch.
