July 09, 2012 09:00 ET

BIOLASE Files Amendment to 2011 Form 10-K to Update Exhibit 10.32 Associated With Henry Schein Settlement Agreement

Amendment Does Not Change Company's Audited 2011 Financial Statements; Discloses Previously Redacted Per-Unit Repurchase Price of Waterlase MD™ Turbo Laser System

IRVINE, CA--(Marketwire - Jul 9, 2012) - BIOLASE, Inc. (NASDAQ: BIOL), the world's leading dental laser manufacturer and distributor, announced today that the Company has voluntarily elected to re-file Exhibit 10.32 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the "2011 Form 10-K"). Exhibit 10.32 is the settlement agreement ("Agreement") dated February 22, 2012 by and between the Company and Henry Schein (NASDAQ: HSIC).

Amendment No. 1 on Form 10-K/A is an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission ("SEC") regarding the Company's request for confidential treatment of certain portions of Exhibit 10.32 originally filed with the Form 10-K, and it does not change the Company's audited financial statements for the year ended December 31, 2011.

With this filing of Amendment No. 1 on Form 10-K/A, the Company has disclosed the previously redacted $7,250 per-unit purchase price of the Waterlase MD™ Turbo laser systems found in Section 1.a of the Agreement. The expected total purchase price of $1,319,500, also found in Section 1.a, was originally based on the repurchase of an estimated 182 MD Turbos. The number of MD Turbos to be repurchased was subsequently reduced to 159 in the final bill-of-sale and, ultimately, the Company repurchased 153 units. The final purchase price of approximately $1,150,000, as adjusted pursuant to the Agreement, was paid by offsetting accounts receivable due from Henry Schein.

Federico Pignatelli, Chairman and CEO, said, "BIOLASE had originally redacted the purchase price pursuant to the terms of the Agreement. After discussions with the SEC, however, we have concluded that it is in the best interest of our stakeholders to disclose the per unit purchase price of the Waterlase MD Turbos and the net cost of the transaction, despite the preference of Schein not to disclose these amounts. The transaction was ultimately completed during the second quarter ended June 30, 2012, and, as such, will be more fully disclosed in our upcoming quarterly report on Form 10-Q."

Amendment No. 1 was filed solely to re-file Exhibit 10.32. Except for the changes to Exhibit 10.32, Amendment No. 1 does not otherwise update any exhibits as originally filed or previously amended. Further, Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.

About BIOLASE, Inc.
BIOLASE, Inc., the World's leading Dental Laser Company, is a medical technology company that develops, manufactures and markets dental lasers and also distributes and markets dental imaging equipment; products that are focused on technologies that advance the practice of dentistry and medicine. The Company's laser products incorporate approximately 285 patented and patent pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. Its imaging products provide cutting-edge technology at competitive prices to deliver the best results for dentists and patients. BIOLASE's principal products are dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications, and a full line of dental imaging equipment. BIOLASE has sold more than 19,600 lasers among 16,000 customers. Other products under development address ophthalmology and other medical and consumer markets.

For updates and information on laser and Waterlase dentistry, find BIOLASE at, Twitter at, and YouTube at

This press release may contain forward-looking statements within the meaning of safe harbor provided by the Securities Reform Act of 1995 that are based on the current expectations and estimates by our management. These forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," and variations of these words or similar expressions. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks, uncertainties and other factors which may cause the Company's actual results to differ materially from the statements contained herein, and are described in the Company's reports it files with the Securities and Exchange Commission, including its annual and quarterly reports. No undue reliance should be placed on forward-looking statements. Such information is subject to change, and we undertake no obligation to update such statements.

Contact Information

  • For further information, please contact:
    Jill Bertotti
    Allen & Caron