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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
Exhibit 4.4
Annex A
AMENDED AND RESTATED SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDED AND RESTATED SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Restated Amendment”) is made and entered into as of March 17, 2014, by and between BIOLASE, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as successor to U.S. Stock Transfer Corporation, a California corporation (the “Rights Agent”), and amends and restates in its entirety the Second Amendment to Rights Agreement, dated as of February 4, 2014, by and between the Company and the Rights Agent.
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement dated as of December 31, 1998 (as amended, the “Agreement”);
WHEREAS, for the avoidance of doubt with respect to the effectiveness of the Second Amendment to the Rights Agreement, dated as of February 4, 2014, in implementing the intended increase in the triggering level from 15% to 20%, the Company desires to further Amend and Restate the Second Amendment; and
WHEREAS, the Company certifies to the Rights Agent that this Restated Amendment complies with the terms of the Rights Agreement, including but not limited to the terms of Section 27 thereof.
NOW, THEREFORE, for good consideration, the adequacy of which is hereby acknowledged, the Company hereby agrees to amend the Agreement as follows in accordance with the approval of the Board of the Directors as required by Section 27 thereof and directs the Rights Agent to execute the Restated Amendment:
1. Section 1 is hereby amended by replacing “15% Ownership Date” with “20% Ownership Date”. All references in the Agreement to “15% Ownership Date” shall be amended and replaced with “20% Ownership Date”.
2. Section 1 is hereby further amended by replacing “15% Stockholder” with “20% Stockholder”. All references in the Agreement to “15% Stockholder” shall be amended and replaced with “20% Stockholder”.
3. Section 1 is hereby further amended by replacing “15%” with “20%”. All references in the Agreement to “15%” shall be amended and replaced with “20%”.
4. Exhibit A to the Agreement is amended by replacing “15% Stockholder” with “20% Stockholder”. All references in Exhibit A to “15% Stockholder” shall be amended and replaced with “20% Stockholder”.
5. This Restated Amendment is effective as of February 4, 2014, the date of the Second Amendment.
Except as modified hereby, the Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Agreement, as modified hereby.
This Restated Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and performed entirely within such state.
This Restated Amendment may be executed in any number of counterparts (including by PDF, facsimile or other electronic means) and each such counterpart shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Restated Amendment to be duly executed as of the date first written above.
BIOLASE, INC.
By: /s/ FEDERICO PIGNATELLI
Name: Federico Pignatelli
Title: Chairman and Chief Executive Officer
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ DENNIS MOCCIA
Name: Dennis Moccia
Title: Manager, Contract Administration
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/17/14 | 8-K/A, DEFA14A | ||
2/4/14 | 4, 8-K | |||
For Period end: | 12/31/13 | 10-K/A, SD | ||
12/31/98 | 10-K, 10-K/A, NT 10-K | |||
List all Filings |