Form 8-K BIOLASE, INC For: May 14

 

 

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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):		May 14, 2015

Biolase, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-19627	87-0442441
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4 Cromwell, Irvine, California		92618
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		949-361-1200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with Harold C. Flynn, Jr.

On May 14, 2015, Biolase, Inc. (the "Company") entered into an employment agreement with Harold C. Flynn, Jr. to serve as President and Chief Executive Officer of Biolase, effective July 13, 2015.

Under the terms of Mr. Flynn’s employment agreement, Mr. Flynn will receive an annual base salary of $425,000. In addition, Mr. Flynn is eligible to receive an annual performance bonus of up to sixty percent (60.0%) of Mr. Flynn’s base salary, which is determined by the achievement of certain criteria as established by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"). Mr. Flynn will be awarded 870,000 stock-settled restricted stock units and granted a non-qualified stock option to purchase 870,000 shares of Company common stock with a term of ten (10) years at an exercise price per share equal to the closing price of the Company’s common stock on his first day of employment, as reported by the National Association of Securities Dealers on the Nasdaq Stock Market. The restricted stock units and the stock option will vest and become exercisable in accordance with time-based and performance criteria established by the Compensation Committee. For the partial 2015 employment year, Mr. Flynn is eligible for a performance bonus of up to $150,000, based upon the achievement of certain criteria as established by the Compensation Committee, and a minimum non-discretionary performance bonus of $100,000. Mr. Flynn’s employment is at will.

Pursuant to the terms of the employment agreement, Mr. Flynn is entitled to severance benefits in the event that either the Company terminates him without cause or he resigns for good reason. The severance amount consists of twelve (12) months of Mr. Flynn’s annual base salary, which will be paid over twenty-six equal installments, and paid COBRA premiums for the twelve-month period following such termination. In the event that Mr. Flynn is terminated within twelve (12) months following a change in control, in addition to the above severance benefits, Mr. Flynn will also receive his target performance bonus then in effect, his unvested stock options shall vest and be exercisable, and one-half of his restricted stock unit awards shall vest.

Prior to joining the Company, Mr. Flynn has been President of Zimmer Dental, a leading manufacturer and provider of medical devices for the dental market including dental implants, prosthetics, and a range of other oral rehabilitation products. Previously, from 2004-2007, he was Divisional Vice President and General Manager at Abbott Hematology, a division of Abbott Laboratories.

Mr. Flynn holds a Bachelor of Science degree in Electrical Engineering from the University of Maine at Orono.

There is no arrangement or understanding pursuant to which Mr. Flynn was selected as President and Chief Executive Officer, and there are no related party transactions between Biolase and Mr. Flynn reportable under Item 404(a) of Regulation S-K.


Transition Letter Agreement with Jeffrey M. Nugent

On May 14, 2015, the Company entered into a transition letter agreement with Jeffrey M. Nugent, the Company’s President and Chief Executive Officer. Under the terms of the agreement, Mr. Nugent will continue to serve in his current position for a transition period through July 12, 2015, and will devote his time to the transition of his position to Mr. Flynn. In addition, provided Mr. Nugent performs his transitional duties to the reasonable satisfaction of the Board of Directors of the Company, and in light of Mr. Nugent’s efforts as President and Chief Executive Officer, the agreement provides that the Company will make a transition payment of $150,000.00 to Mr. Nugent, payable in six (6) equal consecutive monthly installments, continue the time-based vesting of his stock option grant and restricted stock unit award, extend the period to exercise his vested stock options until the expiration date of such options, and reimburse him for COBRA premiums for himself and his eligible dependents for up to eighteen (18) months following his final date of employment. The foregoing is subject to Mr. Nugent’s execution and non-revocation of a separation and release agreement.

Resignation of Jeffrey M. Nugent as Director

On May 15, 2015, Jeffrey M. Nugent tendered his resignation from the Board of Directors of the Company, effective July 12, 2015.

Item 7.01 Regulation FD Disclosure.

On May 18, 2015, the Company issued a press release announcing the appointment of Harold C. Flynn, Jr. as President and Chief Executive Officer effective July 13, 2015, and the transition of current President and Chief Executive Officer Jeffrey M. Nugent, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See "Exhibit Index" attached to this Current Report on Form 8-K, which is incorporated by reference.

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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, Inc.
May 18, 2015		By:		/s/ Jeffrey M. Nugent
				Name: Jeffrey M. Nugent
				Title: President and Chief Executive Officer

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Exhibit Index

Exhibit No.		Description
99.1		Press Release of Biolase, Inc., dated May 18, 2015.

VETERAN DENTAL EXECUTIVE HAROLD C. FLYNN JR. TO BECOME
PRESIDENT AND CEO OF BIOLASE

IRVINE, CA (May 18, 2015) — BIOLASE, Inc. (NASDAQ: BIOL), the global leader in dental lasers, today announced that veteran dental industry executive Harold C. Flynn, Jr. will become President and Chief Executive Officer, effective July 13, 2015. The current President and CEO Jeffrey M. Nugent will step down at that time.

Flynn, 50, has more than 25 years of senior executive experience in the dental, hematology, and diagnostics markets. Since 2007, he has been President of Zimmer Dental, a leading manufacturer and provider of medical devices for the dental market including dental implants, prosthetics, and a range of other oral rehabilitation products. Zimmer Dental is a division of Zimmer Holdings Inc. (NYSE and SIX: ZMH).

“Harold’s dental industry and medical device experience make him a natural fit to lead BIOLASE,” said Chairman Paul N. Clark. “He is a strategic thinker who has successfully managed global functions at Zimmer, much like he will do at BIOLASE. Harold has demonstrated an ability to build successful management teams, drive growth, and spur innovation at a number of companies, large and small. We are confident he is the right choice to continue the transformation of BIOLASE and we look forward to him joining the team.”

Clark added, “Jeff agreed as a Board member last summer to step in to help us, and I would like to thank him for the leadership and commitment he has shown in beginning the transformation of BIOLASE. He strengthened our leadership team and improved quality. We are grateful for his continued support and work with Biolase through the transition.”

Prior to Zimmer, from 2004-2007 Flynn was Divisional Vice President and General Manager at Abbott Hematology, a division of Abbott Laboratories, where he provided strategic leadership, strengthened the product pipeline, and rebuilt the leadership team.

Previously, Flynn spent 14 years in a variety of positions of increasing responsibility at IDEXX Laboratories, a global leader in veterinary, food and environmental diagnostics.

“This is a very important and exciting time of transformation at BIOLASE. I look forward to helping Biolase achieve its considerable potential,” Flynn said. “With a demonstrated legacy of market-leading innovation providing patient-centric solutions and new laser-based treatment modalities, Biolase is well positioned to significantly expand its penetration and share in the markets it serves.”

Flynn has a Bachelor of Science degree in Electrical Engineering from the University of Maine at Orono. He holds patents in hematology and implantable devices for dentistry. He lives with his family in Encinitas, CA.

About BIOLASE, Inc.
BIOLASE, Inc. is a medical device company that develops, manufactures, and markets innovative lasers in dentistry and medicine and also markets and distributes high-end 2D and 3D digital imaging equipment, CAD/CAM intraoral scanners, and in-office milling machines and 3D printers. BIOLASE’s products are focused on technologies that advance the practice of dentistry to both the dentist and their patients. The Company’s proprietary laser products incorporate approximately 200 patented and 150 patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. Its innovative products provide cutting-edge technology at competitive prices to deliver the best results for dentists and patients. BIOLASE’s principal products are revolutionary 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 approximately 28,300 laser systems. Laser products under development address the Company’s core dental market and other adjacent medical and consumer markets.

For updates and information on WaterLase and laser dentistry, find BIOLASE online at www.biolase.com, Facebook at www.facebook.com/biolase, Twitter at www.twitter.com/biolaseinc, Pinterest at www.pinterest.com/biolase, LinkedIn at www.linkedin.com/company/biolase, Google+ at www.google.com/+BIOLASEIrvine, Instagram at www.instagram.com/biolaseinc, and YouTube at www.youtube.com/biolasevideos.

BIOLASE^® and WaterLase® are registered trademarks of BIOLASE, Inc.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this press release that refer to BIOLASE’s estimated or anticipated future results or other non-historical facts are forward-looking statements, as are any statements in this press release concerning prospects related to BIOLASE’s strategic initiatives and anticipated financial performance. Forward-looking statements can also 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect BIOLASE’s current expectations regarding existing trends, our strategic initiatives, the closing of the private placement and expected use of proceeds and speak only as of the date of this release. Actual results may differ materially from BIOLASE’s current expectations depending upon a number of factors affecting BIOLASE’s business. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business, and those other risks and uncertainties that may be detailed, from time-to-time, in BIOLASE’s reports filed with the SEC. BIOLASE does not undertake any responsibility to revise or update any forward-looking statements contained herein.

For further information, please contact:

Allen & Caron
Rene Caron (Investors)
949-474-4300
[email protected]
Len Hall (Media)
[email protected]
949-474-4300

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