SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Earliest Event Reported: December 18, 1998
BIOLASE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19627 87-0442441
(State or 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)
(949) 361-1200
(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On December 18, 1998, Registrant's Board of Directors adopted a stockholder
rights plan under which one preferred stock purchase right will be distributed
on January 11, 1999 with respect to each share of Registrant's common stock
outstanding at the close of business on December 31, 1998. The rights provide
among other things that, in the event any person becomes the beneficial owner of
15% or more of Registrant's common shares while the rights are outstanding, each
right (other than a right held by the 15% stockholder and its associates) will
be exercisable, on and after the close of business on the tenth business day
following such event, to purchase shares of the common stock of Registrant
having a market value equal to two times the then current exercise price of a
right (initially $30.00). The rights will also provide that, if on or after the
occurrence of such event the Company is merged into any other corporation or 50%
or more of the Company's assets or earning power is sold, each right (other than
a right held by the 15% stockholder and its associates) will be exercisable to
purchase common shares of the acquiring corporation having a market value equal
to two times the then current exercise price. The rights will expire on
December 31, 2008, unless previously triggered, and are subject to redemption by
Registrant's Board of Directors at $.001 per right at any time prior to the
first date upon which they become exercisable to purchase common shares.
On December 18, 1998, Registrant's Board of Directors also extended to
April 30, 1999 the exercise period of certain Common Stock Purchase Warrants
issued by Registrant having an original expiration date of December 31, 1998.
These Common Stock Purchase Warrants were issued by Registrant in 1996 and
entitle the holders thereof to purchase shares of Registrant's Common Stock at
an exercise price of $3.50 per share.
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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.
BIOLASE TECHNOLOGY, INC.
Date: January 6, 1999 By: /s/ Stephen R. Tartamella
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Stephen R. Tartamella
Vice President &
Chief Financial Officer
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