UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 1998
BIOLASE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-19627 87-0442441
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
981 Calle Amanecer, San Clemente, California 92673
(949) 361-1200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Principal Executive Offices)
Item 2. Acquisition or Disposition of Assets.
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On July 2, 1998, BioLase Technology, Inc., a Delaware corporation (the
"Company"), acquired substantially all of the assets and assumed certain
specified liabilities of Laser Skin Toner, Inc., a Missouri corporation ("LSTI")
(the "Acquisition"). The assets acquired relate primarily to LSTI's proprietary
laser-based technology providing non-invasive laser treatment in the field of
aesthetic skin rejuvenation, including all intellectual property rights
(consisting of patents, patent applications, a trademark application and certain
know-how) (the "Assets").
As consideration for the Assets, the Company issued to LSTI an
aggregate of 1,600,000 authorized but previously unissued shares of the
Company's Common Stock, $.001 par value (the "Shares"), 1,417,120 of which were
delivered to LSTI at the closing of the Acquisition. The remaining 182,880
Shares (the "Performance Shares") were issued in the name of LSTI, but will be
retained by the Company pending the achievement by the business based on the
Assets of specified performance objectives. The number of Shares to be issued
in the transaction was determined by the Company based upon negotiations between
LSTI and the Company regarding the respective value of the Assets and the
Shares. The Company has agreed to register under the Securities Act of 1933, as
amended, under certain conditions, no less than one-half of the Shares then held
by LSTI or its shareholders.
The Assets were being developed by LSTI, an early stage development
company, for applications including use in the field of aesthetic skin
rejuvenation. The Company intends, once commercial development has been
achieved, to manufacture and market the laser Skin Toner system based on the
Assets in such field through its newly formed Aesthetics Division, which also
includes the Company's patented DermaLase(TM) HydroKinetic(TM) System and Lazer
ToothBrush(TM).
The Company and Terry A. Fuller, Ph.D., President and CEO and a
principal shareholder of LSTI, have agreed to negotiate in good faith with a
view towards a definitive agreement establishing an ongoing relationship that
would include granting the Company a right of first refusal to technology
developed by Dr. Fuller with potential applications in aesthetics and cutaneous
surgery.
Pursuant to a separate agreement, the Company also issued 50,000
shares of its Common Stock to O'Donnell Eye Centers Incorporated, a Missouri
corporation (OECI), in consideration for the license of technology that is the
subject of a pending patent application. Frank O'Donnell, M.D., the Chairman of
LSTI, is an officer, director and principal shareholder of OECI.
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Item 7. Financial Statements and Exhibits.
- ------ ----------------------------------
(a) Financial statements of businesses acquired.
Audited balance sheets of LSTI at December 31, 1996 and 1997 and
related statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1997, and the audited
balance sheet of LSTI at March 31, 1998 and the related audited statement of
operations, stockholders' equity and cash flows for the three months then ended,
are included herewith.
INDEPENDENT AUDITORS' REPORT
Board of Directors
Laser Skin Toner, Inc.
St. Louis, Missouri
We have audited the accompanying balance sheets of Laser Skin Toner, Inc., a
development stage company, as of March 31, 1998 and December 31, 1997, 1996, and
1995, and the related statements of operations, changes in stockholders'
deficit, and cash flows for the three months and the years then ended,
respectively. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material aspects, the financial position of Laser Skin Toner, Inc., a
development stage company, at March 31, 1998 and December 31, 1997, 1996, and
1995 and the results of its operations and its cash flows for the three months
and the years then ended, respectively, in conformity with generally accepted
accounting principles.
/s/ Stone Carlie & Company, L.L.C.
June 25, 1998
St. Louis, Missouri
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LASER SKIN TONER, INC.
(A Development Stage Company)
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BALANCE SHEETS
ASSETS
DECEMBER 31,
MARCH 31, ----------------------------------------------
1998 1997 1996 1995
------------------------------------------------------------------
CURRENT ASSETS
Cash - $ 52 $ 1,551 $ 1,713
Due from affiliated companies $ 12,089 12,089 10,590 10,590
Due from stockholder 1,938 1,938 1,938 1,938
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TOTAL CURRENT ASSETS 14,027 14,079 14,079 14,241
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OTHER ASSETS
Organization costs, net of
accumulated amortization - - 4,064 11,505
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$ 14,027 $ 14,079 $ 18,143 $ 25,746
==================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Notes payable to related parties $ 154,452 $ 151,053 $ 138,581 $ 127,139
Accounts payable - stockholder 32,577 - - -
Due to affiliated company 344,583 288,556 - -
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TOTAL CURRENT LIABILITIES 531,612 439,609 138,581 127,139
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STOCKHOLDERS' DEFICIT
Common stock - $1 par value; 30,000
shares authorized; 10,900 shares
issued and outstanding at March
31, 1998 and December 31, 1997
and 500 shares issued and
outstanding at December 31, 1996
and 1995 10,900 10,900 500 500
Less: Stock subscriptions receivable (10,900) (10,900) (500) (500)
Accumulated deficit (120,438) (120,438) (120,438) (101,393)
Deficit accumulated during the
development stage (397,147) (305,092) - -
------------------------------------------------------------------
(517,585) (425,530) (120,438) (101,393)
------------------------------------------------------------------
$ 14,027 $ 14,079 $ 18,143 $ 25,746
==================================================================
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The accompanying notes are an integral part of these financial statements.
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LASER SKIN TONER, INC.
(A Development Stage Company)
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STATEMENTS OF OPERATIONS
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31, DEVELOPMENT
MARCH 31, ------------------------------------ STAGE
1998 1997 1996 1995 PERIOD *
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REVENUES $ 890
--------
EXPENSES
Research and development expenses $ 45,930 $ 192,901 - - $ 238,831
Professional fees 19,957 57,521 - - 77,478
Interest expense 3,399 12,472 $ 11,442 10,498 15,871
Amortization - 4,064 7,441 7,441 4,064
General and administrative expenses 22,769 38,134 162 64 60,903
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92,055 305,092 19,045 18,003 397,147
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NET LOSS $(92,055) $(305,092) $(19,045) $(17,113) $(397,147)
====================================================================
* Three months ended March 31, 1998 and year ended December 31, 1997.
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The accompanying notes are an integral part of these financial statements.
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LASER SKIN TONER, INC.
(A Development Stage Company)
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STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
THREE MONTHS ENDED MARCH 31, 1998 AND YEARS ENDED DECEMBER 31, 1997, 1996, AND
1995 AND DEVELOPMENT STAGE PERIOD*
COMMON STOCK STOCK DEFICIT ACCUMULATED
----------------------- SUBSCRIPTIONS ACCUMULATED DURING DEVELOPMENT
STOCK AMOUNT RECEIVABLE DEFICIT STAGE
--------------------------------------------------------------------------
BALANCE, December 31, 1994 500 $ 500 $ (500) $ (84,280) -
Net Loss for 1995 - - - (17,113) -
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BALANCE, December 31, 1995 500 500 (500) (101,393) -
Net Loss for 1996 - - - (19,045) -
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BALANCE, December 31, 1996 500 500 (500) (120,438) -
Common Stock Subscribed in 1997 10,400 10,400 (10,400) - -
Net Loss for 1997 - - - - $(305,092)
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BALANCE, December 31, 1997 10,900 10,900 (10,900) (120,438) (305,092)
Net Loss for the Three Months
Ended March 31, 1998 - - - - (92,055)
--------------------------------------------------------------------
10,900 $10,900 $(10,900) $(120,438) $(397,147)
====================================================================
* Three months ended March 31, 1998 and year ended December 31, 1997.
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The accompanying notes are an integral part of these financial statements.
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LASER SKIN TONER, INC.
(A Development Stage Company)
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STATEMENTS OF CASH FLOWS
THREE MONTHS YEARS ENDED DECEMBER 31,
ENDED MARCH ------------------------------------ DEVELOPMENT
1998 1997 1996 1995 STAGE PERIOD *
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(92,055) $(305,092) $(19,045) $(17,113) $(397,147)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Amortization - 4,064 7,441 7,441 4,064
Changes in assets and liabilities:
Due from affiliated companies - (1,499) - - (1,499)
Notes payable to related parties 3,399 12,472 11,442 10,499 15,871
Accounts payable - stockholder 32,577 - - - 32,577
Due to affiliated company 56,027 288,556 - - 344,583
--------------------------------------------------------------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (52) (1,499) (162) 827 (1,551)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amount borrowed from
affiliated company - - - (5,000) -
--------------------------------------------------------------------
NET CASH USED BY FINANCING ACTIVITIES: - - - (5,000) -
--------------------------------------------------------------------
NET DECREASE IN CASH (52) (1,499) (162) (4,173) (1,551)
CASH, Beginning of period 52 1,551 1,713 5,886 1,551
--------------------------------------------------------------------
CASH, End of period - $ 52 $ 1,551 $ 1,713 -
====================================================================
* Three months ended March 31, 1998 and year ended December 31, 1997.
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The accompanying notes are an integral part of these financial statements.
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LASER SKIN TONER, INC.
(A Development Stage Company)
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NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998 AND DECEMBER 31, 1997, 1996 AND 1995
NOTE 1 - OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
OPERATIONS
The company is a development stage company engaged in the development
of a proprietary non-invasive, laser technology for functionally and
aesthetically improving the skin. A company related through common
ownership has provided substantially all of the funding expended by the
company for the research and development of the technology. The
development period began in 1997. The company had been inactive in the
immediately preceding years.
The company is currently negotiating the sale of the laser technology
it has developed. Under the terms of the proposed sale, the company
will receive up to 1,600,000 shares of unregistered common stock of
BioLase Technologies, Inc., a publicly traded company based in
California. Management expects continued funding from the related
company if the sale is not consummated.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred.
ORGANIZATION COSTS
Organization costs are amortized over a period of five years under the
straight-line method.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
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LASER SKIN TONER, INC.
(A Development Stage Company)
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NOTE 2 - RELATED PARTY TRANSACTIONS
The amounts due to and from affiliated companies and due from
stockholder are unsecured, non-interest bearing loans due on demand.
The notes payable to related parties are unsecured. Principal and
interest at 9% per annum are due on December 31, 1998.
NOTE 3 - INCOME TAXES
At December 31, 1997, the company has net operating loss carryforwards
of $296,760 which are available to offset future taxable income. The
loss carryforwards expire at various dates between 2007 and 2012.
Deferred income taxes are provided for temporary differences between
the tax and financial reporting bases of the company's assets and
liabilities and for the future tax benefit related to its net operating
loss carryforward. Deferred income taxes are based on enacted tax laws
and statutory tax rates expected to be in effect in the periods in
which the differences or net operating loss are expected to affect
taxable income. The differences, which relate to research and
development costs and professional fees, as well as the net operating
loss would result in deferred tax assets. The deferred tax assets
represent the estimated future tax return consequences of the
aforementioned items, which will be deductible when the assets are
recovered or the net operating loss is utilized. Deferred tax assets
are reduced by a valuation allowance when management believes it is
more likely than not that the deferred tax assets will not be realized.
A valuation allowance has been applied to reduce deferred tax assets to
zero as follows:
DECEMBER 31,
MARCH 31, ----------------------------------------------
1998 1997 1996 1995
---------------------------------------------------------------
Deferred tax
assets $180,000 $168,000 $48,000 $40,000
Less valuation
allowance 180,000 168,000 48,000 40,000
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- - - -
===============================================================
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LASER SKIN TONER, INC.
(A Development Stage Company)
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NOTE 4 - COMMITMENTS
In 1997, the company entered into a consulting agreement for advice and
assistance in considering a merger, sale of assets or other business
combination and for investment banking services in consummating such a
transaction. A fee of 200 shares of company stock is payable for the
services rendered under the agreement, upon consummation of a sale.
NOTE 5 - SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH
FLOWS
In 1997, the company issued common stock for which consideration has
not been received. The amount due from the stockholders is reflected as
stock subscriptions receivable in the stockholders' deficit section of
the balance sheet.
- --------------------------------------------------------------------------------
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(b) Pro forma financial information.
The pro forma financial information required under this Item will be
filed by the Company pursuant to an amendment to this Form 8-K not later than 60
days from the date hereof.
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.27 Agreement and Plan of Reorganization, dated July
2, 1998, by and among the Company, LSTI, Dr.
O'Donnell, Dr. Fuller and Johnny Williams.
10.28 Technology License Agreement, dated July 2,
1998, by and between the Company and OECI.
23.4 Consent of Stone Carlie & Company, L.L.C.
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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.
REGISTRANT:
BIOLASE TECHNOLOGY, INC.
Date: July 17, 1998 By: /s/ Donald A. LaPoint
-------------------------- -------------------------------------
Donald A. LaPoint
President and Chief Executive Officer
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