BLTI » Topics » Item 8.01 Other Events.

This excerpt taken from the BLTI 8-K filed Feb 5, 2009.

Item 8.01 Other Events.

On February 5, 2008, the Company issued a press release announcing, among other things, a global work force reduction and operational restructuring designed to reduce the Company's cash breakeven point to sales levels under $50 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





This excerpt taken from the BLTI 8-K filed Dec 2, 2008.

Item 8.01 Other Events.

On December 2, 2008, BIOLASE Technology, Inc. issued a press release announcing that it is currently completing an approximate 20 percent domestic work force reduction and is in the final stages of reviewing additional cost savings in its international subsidiaries.





A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


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.
          
December 2, 2008   By:   /s/ Jake St. Philip
       
        Name: Jake St. Philip
        Title: Chief Executive Oficcer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated December 2, 2008
This excerpt taken from the BLTI 8-K filed Jan 10, 2007.

Item 8.01 Other Events

In connection with the Amended Bylaws referred to in Item 5.03 of this Form 8–K and in furtherance of the majority vote standard, on January 8, 2007, the Board adopted a specific policy regarding majority voting. The policy reads as follows:

“In furtherance of the principles regarding majority election of directors set forth in Section 2.9 of the Second Amended and Restated Bylaws of Biolase Technology, Inc. (the “Company”), the Board shall nominate for election or re-election as a director only candidates who as a condition to being nominated have tendered an advance irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which the director is nominated for re-election and (ii) acceptance of such resignations in accordance with the Company’s Bylaws. In addition, the Board shall fill director vacancies and new directorships only with candidates who agree to tender, as a condition to their appointment to the Board, a resignation of the type described in the preceding sentence.”


Moreover, the Nominating and Corporate Governance Committee also adopted a new charter that was amended to reflect the Board’s majority vote policy. In particular, under the new charter, the Nominating and Corporate Governance Committee will not recommend for election or re-election candidates that have not tendered the irrevocable resignation described in the Board’s policy on majority voting.

This excerpt taken from the BLTI 8-K filed Sep 11, 2006.

Item 8.01 Other Events

On September 11, 2006, Biolase Technology, Inc. (“Biolase” or the “Company”) announced via press release that it had received a Warning Letter from the United States Food and Drug Administration (“FDA”) in connection with the FDA’s August 2006 inspection of the Company’s Irvine, California facility.

The Warning Letter will be posted on the FDA’s website at www.fda.gov and once posted will be available for viewing.

This excerpt taken from the BLTI 8-K filed Aug 9, 2005.

Item 8.01. Other Events.

 

Biolase Technology, Inc. (the “Company”) received notice on August 4, 2005 that The Nasdaq Stock Market, Inc. (“Nasdaq”) has granted the Company’s request for an extension of time to September 30, 2005 in which to file its Forms 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 and to otherwise meet all necessary listing standards of The NASDAQ National Market.

 

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the press release issued by the Company on August 9, 2005.

 

This excerpt taken from the BLTI 8-K filed Jul 28, 2005.

Item 8.01. Other Events.

 

On July 28, 2005, Biolase Technology, Inc. (the “Company”) provided in a press release an update regarding the status of its listing on The Nasdaq Stock Market.

 

Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by the Company on July 28, 2005.

 

This excerpt taken from the BLTI 8-K filed Jul 11, 2005.

Item 8.01. Other Events.

 

Biolase Technology, Inc. (the “Company”) received notice on July 5, 2005 that The Nasdaq Stock Market, Inc. (“Nasdaq”) has granted the Company an extension of time until August 1, 2005 in which to file its Form 10-K for the fiscal year ended December 31, 2004 (“2004 Form 10-K”), certain restatements with respect to the Company’s historical financial statements, the Form 10-Q for the fiscal quarter ended March 31, 2005 (“first quarter 2005 Form 10-Q”) and to otherwise meet all necessary listing standards of The Nasdaq National Market.

 

As previously disclosed in its Form 8-K filed May 20, 2005, the Company intends to restate its historical financial statements and will file (i) its 2004 Form 10-K that will include, in addition to its consolidated financial statements for the year ended December 31, 2004, restated consolidated financial statements as of December 31, 2003 and the two years then ended and (ii) amended Form 10-Qs for the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 (the “2004 Form 10-Q/As”) that will include restated financial statements for the prior comparative periods as well.

 

At this time, the Company expects to file its 2004 Form 10-K and 2004 Form 10-Q/As prior to August 1, 2005; however, the Company does not expect to be able to complete the first quarter 2005 Form 10-Q by August 1, 2005 and intends to seek an additional extension from Nasdaq to file such first quarter 2005 10-Q. There is no assurance that the Company will be able to file its 2004 Form 10-K or 2004 Form 10-Q/As by August 1, 2005 or that Nasdaq will grant any extension to the Company to file its first quarter 2005 Form 10-Q.

 

This excerpt taken from the BLTI 8-K filed Apr 18, 2005.

Item 8.01. Other Events.

 

On April 14, 2005, the Board of Directors of Biolase Technology, Inc. (the “Company”) announced a regular cash dividend of $0.01 per share. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.1.

 

The Company has received notice from the NASDAQ Stock Market, Inc. that the hearing regarding its compliance with listing standards has been scheduled for May 12, 2005.

 

This excerpt taken from the BLTI 8-K filed Mar 18, 2005.

Item 8.01. Other Events.

 

On March 17, 2005, the Company announced that it will delay the filing of its Annual Report. A copy of the press release relating to the announcement is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.

 

This excerpt taken from the BLTI 8-K filed Feb 9, 2005.

Item 8.01. Other Events.

 

On February 7, 2005, the Board of Directors of BIOLASE Technology, Inc. approved a regular cash dividend of $0.01 per share. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.1.

 

This excerpt taken from the BLTI 8-K filed Jan 28, 2005.

Item 8.01. Other Events.

 

On January 24, 2005, BIOLASE Technology, Inc. (the “Company”) entered into an at-will Employment Agreement with James Haefner, the newly appointed Executive Vice President of Sales of the Company. Mr. Haefner’s employment commenced January 24, 2005. The agreement provides for an annual base salary of $200,000, a signing bonus of $4,000 and, beginning in calendar year 2005, an annual performance bonus of $100,000 at a rate of $25,000 per quarter based on sales and other performance targets and an over-performance bonus of $50,000 based on sales over certain performance targets as determined by the Company’s Board of Directors. The agreement also provides for a stock option grant to purchase (i) 80,000 shares of the Company’s common stock at an exercise price of $9.77 per share upon the commencement of Mr. Haefner’s employment, with one-third of the options becoming vested on the first anniversary of the date of grant and the remaining two-thirds becoming vested quarterly for two years thereafter, and (ii) 30,000 to 40,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, depending on the price of the Company’s common stock following the Annual Meeting of the Stockholders in 2005, with the same vesting schedule as set forth above for Mr. Haefner’s initial grant. In addition, Mr. Haefner is eligible to participate in all of the employee benefits and benefit plans that the Company generally makes available to its full-time employees.

 

In the event that the Company is acquired by or merged with another entity, the new entity will have the option of (i) offering Mr. Haefner a one-year contract on similar or better terms as set forth above or (ii) paying Mr. Haefner severance for six months in an amount equal to the total compensation received by Mr. Haefner for the prior six months. In the event that Mr. Haefner’s employment is terminated without cause, Mr. Haefner will be entitled to receive severance in an amount equal to four months of his base salary.

 

The press release announcing the hiring of Mr. Haefner is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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