1 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 ------------------------------------------------------------- (Former name or former address, if changed since last report) 1 2 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. 2 3 BIOLASE TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) AUGUST 31, 1996 ---------------------------------------------- ACTUAL ADJUSTMENTS PRO FORMA ------------ ----------- ------------ 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 ------------ ---------- ------------ 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 ------------ ---------- ------------ Total assets $ 1,103,631 $4,560,000 $ 5,663,631 ============ ========== ============ 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 ------------ ---------- ------------ Total current liabilities 621,618 160,000 781,618 ------------ ---------- ------------ 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) ------------ ---------- ------------ Net stockholders' equity 482,013 4,400,000 4,882,013 ------------ ---------- ------------ Total liabilities and stockholders' equity $ 1,103,631 $4,560,000 $ 5,663,631 ============ ========== ============ 3 4 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 ---------------- ------------------------------ Stephen R. Tartamella Vice President & Chief Financial Officer 4