SEC Info - Biolase, Inc - ‘10-K’ for 12/31/13

Biolase, Inc – ‘10-K’ for 12/31/13 – ‘R17’

On: Monday, 3/17/14, at 4:22pm ET · For: 12/31/13 · Accession #: 1564590-14-856 · File #: 0-19627

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/14 Biolase, Inc 10-K 12/31/13 76:14M ActiveDisclosure/FA

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.28M 2: EX-4 Ex-4.4 HTML 29K 3: EX-10 Ex-10.42 HTML 61K 4: EX-21 Ex-21.1 HTML 21K 5: EX-23 Ex-23.1 HTML 23K 6: EX-31 Ex-31.1 HTML 29K 7: EX-31 Ex-31.2 HTML 29K 8: EX-32 Ex-32.1 HTML 25K 9: EX-32 Ex-32.2 HTML 25K 53: R1 Document and Entity Information HTML 53K 43: R2 Consolidated Balance Sheets HTML 144K 51: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K 55: R4 Consolidated Statements Of Operations And HTML 107K Comprehensive Loss 71: R5 Consolidated Statements Of Shareholders' Equity HTML 101K (Deficit) 45: R6 Consolidated Statements Of Cash Flows HTML 176K 50: R7 Basis of Presentation HTML 55K 39: R8 Summary of Significant Accounting Policies HTML 152K 30: R9 Supplementary Balance Sheet Information HTML 122K 72: R10 Intangible Assets and Goodwill HTML 92K 57: R11 Lines of Credit and Other Borrowings HTML 44K 56: R12 Income Taxes HTML 190K 62: R13 Commitments and Contingencies HTML 56K 63: R14 Stockholders' Equity HTML 274K 61: R15 Segment Information HTML 49K 64: R16 Concentrations HTML 26K 52: R17 Subsequent Events HTML 38K 54: R18 Schedule II-Consolidated Valuation and Qualifying HTML 88K Accounts and Reserves 60: R19 Accounting Policies (Policies) HTML 306K 76: R20 Summary of Significant Accounting Policies HTML 109K (Tables) 67: R21 Supplementary Balance Sheet Information (Tables) HTML 129K 47: R22 Intangible Assets and Goodwill (Tables) HTML 83K 58: R23 Income Taxes (Tables) HTML 183K 49: R24 Commitments and Contingencies (Tables) HTML 31K 24: R25 Stockholders' Equity (Tables) HTML 229K 68: R26 Segment Information (Tables) HTML 41K 73: R27 Basis of Presentation - Additional Information HTML 52K (Detail) 34: R28 Estimated Useful Lives of Property, Plant and HTML 28K Equipment (Detail) 33: R29 Changes in Initial Product Warranty Accrual and HTML 41K Expenses Under Initial and Extended Warranties (Detail) 37: R30 Classification of Compensation Expense Associated HTML 32K with Share-Based Payments (Detail) 38: R31 Assumptions Used in Estimating Fair Value of Stock HTML 35K Options Granted (Detail) 40: R32 Summary of Significant Accounting Policies - HTML 57K Additional Information (Detail) 22: R33 Components of Accounts Receivable, Net of HTML 31K Allowance (Detail) 65: R34 Components of Inventory (Detail) HTML 34K 46: R35 Summary of Property, Plant, and Equipment (Detail) HTML 45K 48: R36 Components of Accrued Liabilities (Detail) HTML 51K 27: R37 Summary of Deferred Revenue (Detail) HTML 40K 75: R38 Supplementary Balance Sheet Information - HTML 48K Additional Information (Detail) 16: R39 Intangible Assets and Related Accumulated HTML 56K Amortization (Detail) 41: R40 Intangible Assets and Goodwill - Additional HTML 44K Information (Detail) 70: R41 Lines of Credit and Other Borrowings - Additional HTML 137K Information (Detail) 26: R42 Summary of Income Tax Current and Deferred HTML 69K Provision (Benefit) (Detail) 32: R43 Federal Income Tax Provision Compared With HTML 63K Statutory Rates (Detail) 36: R44 Summary of Net Deferred Tax Assets and Net HTML 87K Deferred Tax Liabilities (Detail) 44: R45 Summary of Unrecognized Tax Benefits (Detail) HTML 31K 21: R46 Income Taxes - Additional Information (Detail) HTML 58K 29: R47 Commitments and Contingencies - Additional HTML 41K Information (Detail) 18: R48 Future Minimum Rental Commitments Under Operating HTML 45K Lease Agreements (Detail) 69: R49 Summary of Option Activity (Detail) HTML 81K 25: R50 Options Outstanding and Exercisable (Detail) HTML 70K 66: R51 Cash Proceeds Along with Fair Value Disclosures HTML 41K Related to Grants Exercises and Vesting Options (Detail) 28: R52 Stockholders' Equity - Additional Information HTML 251K (Detail) 42: R53 Summary of Net Revenue by Geographic Location HTML 27K (Detail) 17: R54 Segment Information - Additional Information HTML 32K (Detail) 20: R55 Concentrations - Additional Information (Detail) HTML 36K 35: R56 Subsequent Events - Additional Information HTML 67K (Detail) 23: R57 Consolidated Valuation and Qualifying Accounts and HTML 36K Reserves (Detail) 74: XML IDEA XML File -- Filing Summary XML 111K 19: EXCEL IDEA Workbook of Financial Reports XLSX 190K 31: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.05M 10: EX-101.INS XBRL Instance -- biol-20131231 XML 2.69M 12: EX-101.CAL XBRL Calculations -- biol-20131231_cal XML 200K 13: EX-101.DEF XBRL Definitions -- biol-20131231_def XML 1.08M 14: EX-101.LAB XBRL Labels -- biol-20131231_lab XML 1.53M 15: EX-101.PRE XBRL Presentations -- biol-20131231_pre XML 1.21M 11: EX-101.SCH XBRL Schema -- biol-20131231 XSD 220K 59: ZIP XBRL Zipped Folder -- 0001564590-14-000856-xbrl Zip 215K

Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events

NOTE 11 — SUBSEQUENT EVENTS

Stockholder Rights Plan

The Company entered into a Second Amendment to Rights Agreement on February 4, 2014, and a Restated Second Amendment to Rights Agreement on March 17, 2014, (together the “Amendment”), which amends the terms of the Rights Agreement, dated as of December 31, 1998 between the Company and Computershare Trust Company, N.A. (as successor right agent to U.S. Stock Transfer Company), as amended by that certain Amendment to Rights Agreement, dated as of December 19, 2008 (the "Rights Agreement"). The Amendment increases the threshold percentage of shares of the Company's common stock that must be acquired or proposed to be acquired to cause the distribution of rights certificates in accordance with the Rights Agreement, from 15% to 20%. Further discussion of the stockholder rights plan is disclosed in Note 8 – Stockholders’ Equity.

February 2014 Subscription Agreement

On February 10, 2014, the Company entered into the February 2014 Subscription Agreement with Oracle Partners L.P., Oracle Institutional Partners, L.P., and Oracle Ten Fund Master L.P. under which the Company offered an aggregate of 1,945,525 unregistered shares of common stock in a private placement at a price of $2.57 per share. Gross proceeds from the sale totaled $5 million, and net proceeds, after offering expenses of approximately $208,000, totaled approximately $4.8 million. Further discussion of the offering is disclosed in Note 8 – Stockholders’ Equity.

January 2014 Shelf Registration

On January 17, 2014, the Company filed a registration statement to register an indeterminate number of shares of common stock, preferred stock, and warrants with a total offering price not to exceed $12.5 million. Further discussion of the related registration is disclosed in Note 8 – Stockholders’ Equity.

Credit Agreements

On March 4, 2014, the Company received a waiver from Comerica Bank to waive noncompliance with certain financial and nonfinancial covenants as of January 31, 2014 and December 31, 2013. In connection with the waiver, the Company incurred a fee of $10,000 and Comerica Bank reduced the total aggregate available borrowings on the lines of credit to $5 million. See further discussion in Note 5 — Lines of Credit and Other Borrowings.

Stock Dividend

In February 2014, the Board announced a 2% annual stock dividend policy for 2014 and declared a one-half percent stock dividend (the “March Stock Dividend”) payable March 28, 2014 to stockholders of record on March 14, 2014. The Company expects to record the effects of the March Stock Dividend in the first quarter ending March 31, 2014.

Director Dispute and Shareholder Litigation

On March 3 and 6, 2014, the Company disclosed that the Board had appointed Paul N. Clark and Jeffrey M. Nugent to the Board and Dr. Alexander K. Arrow and Dr. Sam Low had tendered their resignations. Subsequent to this disclosure, questions were raised as to whether these changes were effected.

On March 7, 2014, the Company received from Oracle, which reports that it is a 16 % shareholder, a notice pursuant to the Company’s Bylaws, stating that Oracle intended to nominate four independent directors for election to the Board at the Company’s 2014 Annual Meeting of Stockholders. Oracle’s nominees are Messrs. Clark and Nugent, Frederic H. Moll, and Eric Varma, M.D.

On March 11, 2014, Oracle filed a lawsuit in the Delaware Court of Chancery seeking a determination of the composition of the Board and a temporary restraining order that would preclude the Board from taking any action without the approval of four purported directors whose directorships Oracle claims to be undisputed.

The Company has reason to believe that Oracle and individuals who may be, depending on the outcome of the foregoing dispute, members of the Company’s Board will seek to make changes in the Company’s senior management and the composition of the Company’s Board and its committees.