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As filed with the Securities and Exchange Commission on June 3, 2002
Registration No. 333-            
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
BIOLASE TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
 
87-0442441
(State or Other Jurisdiction
of Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
 
981 Calle Amanecer
San Clemente, California 92673
(949) 361-1200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
 
Jeffrey W. Jones
Chief Executive Officer
BioLase Technology, Inc.
981 Calle Amanecer
San Clemente, California 92673
(949) 361-1200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
 
Copy to:
 
Ellen S. Bancroft, Esq.
Parker A. Schweich, Esq.
Brobeck, Phleger & Harrison LLP
38 Technology Drive
Irvine, California 92618
(949) 790-6300
 
 
Approximate date of commencement of proposed sale to the public:     From time to time after the effective date of this registration statement.
 
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   þ
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   ¨
 
 
CALCULATION OF REGISTRATION FEE
Title Of Shares
To Be Registered
 
Amount
To Be Registered
    
Proposed Maximum
Offering Price Per Share(1)
  
Proposed Maximum
Aggregate
Offering Price(1)
    
Amount Of Registration Fee
Common stock, $0.001 par value per share (including associated preferred stock purchase rights)
 
944,100 shares
    
$
5.02
  
$
4,739,382
    
$
436.02
 
(1)
 
Estimated based upon the average of the high and low sales prices of the Registrant’s common stock on May 28, 2002, as reported by the Nasdaq National Market, solely for the purpose of calculating the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended.
 
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 
PRELIMINARY PROSPECTUS
(SUBJECT TO COMPLETION, DATED JUNE 3, 2002)
 
944,100 Shares
 
BIOLASE TECHNOLOGY, INC.
Common Stock
 
 
This prospectus relates to the sale of up to 221,600 shares of our common stock (and associated purchase rights) by the selling stockholders identified on page 12 of this prospectus and 722,500 shares of common stock issuable upon exercise of immediately exercisable warrants to purchase common stock (and associated purchase rights) held by the selling stockholders. The prices at which the selling stockholders may sell the shares will be determined by the prevailing market for the shares or in negotiated transactions. We will not receive any proceeds from the sale of shares offered under this prospectus. However, we will receive proceeds from the exercise of the warrants by the selling stockholders and those proceeds will be used for our general corporate purposes.
 
Our common stock is quoted on the Nasdaq National Market under the symbol “BLTI.” On May 31, 2002, the last reported sale price of our common stock was $5.35 per share.
 
 
The shares of common stock offered or sold under this prospectus involve a high degree of risk. You should carefully consider the risk factors beginning on page 2 of this prospectus before purchasing any of the shares of common stock offered under this prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
The date of this prospectus is June 3, 2002.

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You should rely only on information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with information that differs from what is contained or incorporated by reference in this prospectus. If any person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on it. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates, or an offer of solicitation in any jurisdiction where offers or sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, even though this prospectus may be delivered or shares may be sold under this prospectus on a later date.

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BIOLASE TECHNOLOGY, INC.
 
In this prospectus, the terms “BioLase,” “our company,” “we,” “our,” and “us” refer to BioLase Technology, Inc.
 
We are a medical technology company that designs, develops, manufactures and markets advanced dental, cosmetic and surgical products. Our principal products are water and laser based systems currently focused for use in dentistry, and consist of the Waterlase TM (HydroKinetic ® ) surgical cutting system used for both hard and soft tissue applications, the TwiLite TM diode laser used solely for soft tissue applications and LaserSmile TM , an add-on application to the TwiLite laser for cosmetic teeth whitening. We also market our HydroKinetic technology for complete root canal therapy (EndoLase TM ) and for cutting, shaving, contouring and resection of oral osseous tissues (bone) (OsseoLase TM ).
 
In May 2002, our common stock was listed and began trading on the Nasdaq National Market. Our common stock previously traded on the Nasdaq SmallCap Market.
 
We were incorporated in Delaware in February 1987 as Pamplona Capital Corp., and we changed our name to PFG Dental Incorporated in July 1989. We then changed our name to Endo Technic International Corporation in August 1989, to Laser Endo Technic Corporation in August 1991, to Laser Medical Technology, Inc. in March 1992 and finally to BioLase Technology, Inc. in May 1994. Our principal executive offices are located at 981 Calle Amanecer, San Clemente, California 92673, and our telephone number is (949) 361-1200.
 
RISK FACTORS
 
Our business is subject to a number of risks, some of which are discussed below. Other risks are presented elsewhere in this prospectus and in the information incorporated by reference into the prospectus. Before deciding to invest in our company or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this prospectus (including the information incorporated by reference) and in our other filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2001, as well as our subsequent reports on Form 10-Q and Form 8-K. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.
 
Our Business Depends on the Acceptance of Our Products, and It Is Uncertain Whether the Market Will Broadly Accept Our Products.
 
Our future success will depend on our ability to demonstrate to dentists and physicians the potential cost and performance advantages of our laser systems over traditional methods of treatment and, to a lesser extent, over competitive laser systems. Our products represent relatively new technologies in the dental market, and currently only represent a very small portion of the dental and medical markets. Historically, dental practitioners generally have been slow to adopt new technologies on a widespread basis. Factors that may inhibit mass adoption of laser technologies by dentists and physicians include the cost of the products, concerns about the safety, efficacy and reliability of lasers and the ability to obtain reimbursement of laser procedures under health plans. Current economic pressure may make dentists and physicians reluctant to purchase substantial capital equipment or invest in new technologies. The failure of medical lasers to achieve broad market acceptance would have an adverse effect on our business, financial condition and results of operations. We cannot assure you that we will have sufficient resources to continue to successfully market our products to achieve broad market acceptance.

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We Depend on a Limited Number of Suppliers, and If We Cannot Secure Alternate Suppliers, Our Business May Be Harmed.
 
We purchase certain raw materials and components included in our products from a limited group of qualified suppliers, and we do not have long-term supply contracts with any of our key suppliers. Our growth and ability to meet customer demand depends in part on our ability to obtain timely deliveries of materials and components from our suppliers. Certain components of our products are currently available only from a single source or limited sources. Although we believe that alternate sources of supply are available for most of our single-sourced materials and components, a change in a single or limited source supplier, or an inability to find an alternate supplier, could create manufacturing delays, disrupt sales and cash flow, and harm our reputation, any of which could adversely affect our business, financial condition and results of operations.
 
Our Quarterly Revenues and Operating Results May Fluctuate in Future Periods and We May Fail to Meet Expectations, Which May Cause The Price of Our Common Stock to Decline.
 
Our quarterly revenues and operating results have fluctuated and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. If quarterly revenues or operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Factors that might cause quarterly fluctuations in our revenues and operating results include the factors described in the subheadings below as well as:
 
 
•
 
the evolving and varying demand for dental and medical lasers;
 
 
•
 
our ability to develop, introduce, market and gain market acceptance of new products and product enhancements in a timely manner;
 
 
•
 
our ability to control costs;
 
 
•
 
the size, timing, rescheduling or cancellation of significant customer orders;
 
 
•
 
the introduction of new products by competitors;
 
 
•
 
the availability and reliability of components used to manufacture our products;
 
 
•
 
changes in our pricing policies or those of our suppliers and competitors, as well as increased price competition in general;
 
 
•
 
the mix of our domestic and international sales, and the risks and uncertainties associated with our international business;
 
 
•
 
costs associated with any future acquisitions of technologies and businesses; and
 
 
•
 
general global economic and political conditions, including international conflicts and acts of terrorism.
 
In addition, a significant amount of our sales in any quarter may consist of sales through a single distributor. As a result, the timing of orders by this distributor may impact our quarter-to-quarter results. The loss of or a substantial reduction in orders from this distributor could seriously harm our business, financial condition and results of operations. Due to all of the factors listed above and the other risks discussed in this report, you should not rely on quarter-to-quarter comparisons of our operating results as an indication of our future performance.
 
We May Not Be Able to Secure Additional Financing to Meet Our Future Capital Needs.
 
Our line of credit expires on January 31, 2003. If we are unable to renew our line of credit at that time on acceptable terms, or at all, and we are required to repay the line of credit, absent sufficient cash flow from operations or the sale of securities, the diversion of resources for that purpose will adversely affect our operations and financial condition and our ability to achieve future growth in our net sales. In addition, during 2002 and 2003, all of our long-term debt will become due and payable. Unless we can generate sufficient cash flow from sustained profitability, we will continue to be dependent on the availability of external financing to meet our

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operating and capital needs, including the repayment of current debt obligations. We may not be able to secure additional debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, including limitations on the payment of dividends. Our inability to raise additional funds on a timely basis will make it difficult for us to achieve our business plan and will have a material adverse effect on our business, financial condition and results of operations.
 
We Have Significant International Sales and Are Subject to Risks Associated with Operating in International Markets.
 
In the past few years, international sales have comprised a significant portion of our net sales. Our international sales declined in 2001, and have not increased in 2002, and political and economic conditions outside the United States could make it difficult for us to increase our international sales or to operate abroad. In addition, in January 2002, we made a significant investment in a production facility in Germany to manufacture and service devices to be sold in Europe.
 
In the future, we intend to continue to pursue and expand our international business activities. International operations, including our production facility in Germany, are subject to many inherent risks, including:
 
 
•
 
political, social and economic instability and increased security concerns;
 
 
•
 
fluctuations in currency exchange rates;
 
 
•
 
exposure to different legal standards;
 
 
•
 
reduced protection for our intellectual property in some countries;
 
 
•
 
burdens of complying with a variety of foreign laws;
 
 
•
 
import and export license requirements and restrictions of the United States and each other country in which we operate;
 
 
•
 
trade restrictions;
 
 
•
 
the imposition of governmental controls;
 
 
•
 
unexpected changes in regulatory or certification requirements;
 
 
•
 
changes in tariffs;
 
 
•
 
difficulties in staffing and managing international operations;
 
 
•
 
longer collection periods and difficulties in collecting receivables from foreign entities; and
 
 
•
 
potentially adverse tax consequences.
 
We believe that international sales will continue to represent a significant portion of our net sales, and that continued growth and profitability may require further expansion of our international operations. A substantial percentage of our international sales are denominated in the local currency. As a result, an increase in the relative value of the dollar could make our products more expensive and potentially less price competitive in international markets. Other than a forward contract to offset the risk related to the amounts payable for the German production facility, we do not currently engage in any additional transactions as a hedge against risks of loss due to foreign currency fluctuations. Any of these factors may adversely affect our future international sales and, consequently, affect our business, financial condition and operating results.

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If We Are Not Successful in Generating Revenue from Our German Production Facility, Our Business and Financial Condition May Be Materially Adversely Affected.
 
In January 2002, we committed to invest a significant amount of our available cash in purchasing a German production facility with ten employees and various contracts held by the facility. The production facility is a new operation and we will face significant challenges in integrating it with our existing business and operations, including but not limited to the following:
 
 
•
 
entering into service agreements for devices sold in Europe;
 
 
•
 
retraining existing employees in our operations, and hiring additional employees for the facility;
 
 
•
 
integrating the facility’s operations with our existing operations; and
 
 
•
 
generating German facility revenue and achieving profitability.
 
The German facility has a very limited operating history upon which to assess whether it will be able to meet all of the challenges required to successfully operate and generate revenue. If we are not able to develop a successful operation with revenue and profits at the German facility, we will not receive the anticipated benefits of our investment in the German facility and our business, financial condition and results of operations would be materially and adversely affected.
 
We are Exposed to Risks Associated with the Recent Worldwide Economic Slowdown and Related Uncertainties.
 
Concerns about decreased consumer confidence, reduced corporate profits and capital spending, and recent international conflicts and terrorist and military activity have resulted in a downturn in economic conditions, both domestically and internationally. These unfavorable economic conditions could ultimately cause a slowdown in customer orders, an increase in the number of cancellations and the rescheduling of backlog, if any. In addition, recent political and social turmoil related to international conflicts and terrorist acts may put further pressure on economic conditions in the U.S. and worldwide. Unstable political, social and economic conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions continue or worsen, our business, financial condition and results of operations could be materially and adversely affected.
 
If We Are Unable to Protect Our Intellectual Property Rights, Our Competitive Position Could Be Harmed or We Could Be Required to Incur Expenses to Enforce Our Rights.
 
Our success will depend, in part, on our ability to obtain patent protection for our products and technology, to preserve our trade secrets and to operate without infringing the intellectual property of others. We rely on patents to establish and maintain proprietary rights in our technology and products. However, we cannot assure you that we will be able to obtain any further patents, that any of our proprietary rights will not be challenged, invalidated or circumvented, or that any such rights will provide a sustainable competitive advantage. Competitors may claim that we have infringed their current or future intellectual property rights. We may not prevail in any future intellectual property infringement litigation given the complex technical issues and inherent uncertainties in litigation. Any claims, with or without merit, could be time-consuming and distracting to management, result in costly litigation, cause product shipment delays, or require us to enter into royalty or licensing agreements. Additionally, in the event an intellectual property claim against us is successful, we might not be able to obtain a license on acceptable terms or license a substitute technology or redesign our products to avoid infringement. Any of the foregoing adverse events could seriously harm our business, financial condition and results of operations.
 
Product Liability Claims Against Us Could Be Costly and Could Harm Our Reputation.
 
The sale of dental and medical products involves the inherent risk of product liability claims against us. While we currently maintain product liability insurance coverage in an amount that we believe is adequate for

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our level of sales, this insurance is expensive, is subject to various coverage exclusions and may not be obtainable in the future on terms acceptable to us, or at all. We do not know whether claims against us, if any, with respect to our products will be successfully defended or whether our insurance will be sufficient to cover liabilities resulting from such claims.
 
Rapid Changes in Technology Could Harm the Demand for Our Products or Result in Significant Additional Costs.
 
The markets in which our laser products compete are subject to rapid technological change, evolving industry standards, changes in the regulatory environment, frequent new device and pharmaceutical introductions and evolving dental and surgical techniques. These changes could render our products noncompetitive or obsolete. The success of our existing and future products is dependent on the differentiation of our products from those of our competitors, the timely introduction of new products and the perceived benefit to the customer in terms of patient service and return on investment. The process of developing new medical devices is inherently complex and requires regulatory approvals or clearances that can be expensive, time-consuming and uncertain. We have in the past experienced delays in product development. We cannot assure you that we will successfully identify new product opportunities, be financially or otherwise capable of the research and development to bring new products to market in a timely manner or that product and technologies developed by others will not render our products obsolete.
 
We May Not Be Able to Compete Successfully Against Our Current and Future Competitors.
 
Our products compete with those of a number of foreign and domestic companies, including those companies that market traditional dental products such as dental drills, as well as other companies that market laser technologies in the dental and medical markets that we address. Some of our competitors have greater financial, technical, marketing or other resources than us. This may allow them to respond more quickly to new or emerging technologies and to devote greater resources to the development and introduction of enhanced products than we can. In addition, the rapid technological changes occurring in the healthcare industry are expected to lead to the entry of new competitors, especially as dental and medical lasers gain increasing market acceptance. Our ability to anticipate technological changes and to introduce enhanced products on a timely basis will be a significant factor in our ability to grow and remain competitive. New competitors or technology changes in laser products and methods could cause commoditization of such products, require price discounting or otherwise adversely affect our gross margins.
 
Changes in Government Regulation or the Inability to Obtain Necessary Government Approvals Could Harm Our Business.
 
Our products are subject to extensive government regulation, both in the United States and other countries. To clinically test, manufacture and market products for human diagnostic and therapeutic use, we must comply with regulations and safety standards set by the U.S. Food and Drug Administration and comparable state and foreign agencies. Generally, products must meet regulatory standards as safe and effective for their intended use prior to being marketed for human applications. The clearance process is expensive, time-consuming and uncertain. The failure to receive requisite approvals for the use of our products or processes, or significant delays in obtaining such approvals, could prevent us from developing, manufacturing and marketing products and services necessary for us to remain competitive.
 
If Our Customers Cannot Obtain Third Party Reimbursement for Their Use of Our Products, They May Be Less Inclined to Purchase Our Products.
 
Our products are generally purchased by dental or medical professionals who then bill various third party payors, such as government programs or private insurance plans, for the procedures conducted using these

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products. In the United States third party payors review and frequently challenge the prices charged for medical services. In many foreign countries, the prices are predetermined through government regulation. Payors may deny coverage and reimbursement if they determine that the procedure was not medically necessary (for example, cosmetic) or that the device used in the procedure was investigational. We believe that most of the procedures being performed with our current products generally have been reimbursed, with the exception of cosmetic applications such as tooth whitening. The inability to obtain reimbursement for services using our products could deter dentists and physicians from purchasing or using our products. We cannot predict the effect of future healthcare reforms or changes in financing for health and dental plans. Any such changes could have an adverse effect on the ability of a dental or medical professional to generate a return on investment using our current or future products. Such changes would act as disincentives for capital investments by dental and medical professionals and could have an adverse effect on our business, financial condition and results of operations.
 
The Failure to Attract and Retain Key Personnel Could Adversely Affect Our Business.
 
Our future success depends in part on the continued service of certain key personnel, including Jeffrey W. Jones, our Chief Executive Officer, Edson J. Rood, our Chief Financial Officer, Ioana Rizoiu, our Vice President of Clinical Research, and Keith Bateman, our Vice President of Global Sales. We do not have employment agreements with any of our key employees, other than with Mr. Jones, whose employment agreement was renewed in January 2002 for an additional two-year term.
 
Our success will also depend in large part on our ability to continue to attract, retain and motivate qualified engineering and other highly skilled technical personnel. Competition for employees, particularly development engineers, is intense. We may not be able to continue to attract and retain sufficient numbers of such highly skilled employees. Our inability to attract and retain additional key employees or the loss of one or more of our current key employees could adversely affect our business, financial condition and results of operations.
 
Potential Future Acquisitions Could Have Unintended Negative Consequences Which Could Harm Our Business and Cause Our Stock Price to Decline.
 
We may consider pursuing acquisitions of businesses, products or technologies in the future as a part of our growth strategy. Acquisitions could require significant capital infusions and could involve many risks, including but not limited to the following:
 
 
•
 
We may encounter difficulties in assimilating and integrating the operations, products and workforce of the acquired companies;
 
 
•
 
Acquisitions may materially and adversely affect our results of operations because they may require large one-time charges or could result in increased debt or contingent liabilities, adverse tax consequences, substantial depreciation or deferred compensation charges, or the amortization of amounts related to deferred compensation, goodwill and other intangible assets;
 
 
•
 
Acquisitions may be dilutive to our existing stockholders;
 
 
•
 
Acquisitions may disrupt our ongoing business and distract our management; and
 
 
•
 
Key personnel of the acquired company may decide not to work for us.
 
We cannot assure you that we will be able to identify or consummate any future acquisitions on acceptable terms, or at all. In the event we do pursue any acquisitions, it is possible that we may not realize the anticipated benefits from such acquisitions.
 
We May Not Be Able to Continue or Increase Our Net Income in the Future, Which May Cause the Trading Price of Our Common Stock to Decline.
 
We may not be able to continue to achieve net income. Prior to the third and fourth quarters of 2001, we had not reached the break-even point as we transitioned from our research and development phase and began

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commercializing our technology. Even if we continue to achieve net income, we may not be able to increase net income on a quarterly or annual basis in the future. Our ability to achieve sustained or increased net income is, in turn, dependent on many of the other risk factors identified in this report below. If we are unable to continue or increase our net income in the future, we may not be able to successfully operate our business and our stock price may decline.
 
Our Common Stock Price Has Been Volatile, Which Could Result in Substantial Losses for Individual Stockholders.
 
Our common stock recently was listed and began trading on the Nasdaq National Market and has only limited daily trading volume. Our common stock previously traded on the Nasdaq SmallCap Market. The trading price of our common stock has been and may continue to be volatile. The market for technology companies, in particular, has, from time to time, experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may significantly affect the trading price of our common stock, regardless of our actual operating performance. For example, the closing per share sale price of our common stock fluctuated from $6.80 to $1.53 during 2001 despite steady improvement in our financial performance. On August 9, 2001, the closing sale price of our common stock declined 12% from $5.87 per share on volume of approximately 900,000 shares, absent any news about or announcements by us. The trading price of our common stock could be affected by a number of factors, including, but not limited to, changes in expectations of our future performance, changes in estimates by securities analysts (or failure to meet such estimates), quarterly fluctuations in our revenue and financial results and a variety of risk factors, including the ones described elsewhere in this report. Periods of volatility in the market price of a company’s securities sometimes result in securities class action litigation. If this were to happen to us, such litigation would be expensive and would divert management’s attention. In addition, with only a limited public market for our stock, it would be difficult to sell a significant amount of our stock, which could cause a significant decline in the trading price of our stock. If our stock price drops below $3.00 per share for an extended period of time or we are otherwise unable to satisfy the continued listing requirements of the Nasdaq National Market, our shares could be delisted from the Nasdaq National Market and the marketability, liquidity and price of our common stock would be adversely affected.
 
The Common Stock Sold in This Offering Will Increase the Supply Of Our Common Stock On the Public Market, Which May Cause Our Stock Price to Decline.
 
The sale into the public market of the common stock to be sold in this offering could materially and adversely affect the market price of our common stock. Most of the shares of our common stock are eligible for immediate and unrestricted sale in the public market at any time. Once the registration statement of which this prospectus forms a part is declared effective, all shares of common stock to be sold in this offering will be eligible for immediate and unrestricted resale into the public market. The presence of these additional shares of common stock in the public market may further depress our stock price.
 
Investors in This Offering Will Suffer Immediate Dilution.
 
As of March 31, 2002, we had a net tangible book value of approximately $0.12 per share of common stock. Net tangible book value per share is equal to our total tangible assets minus total liabilities divided by the number of shares of common stock outstanding. Our net tangible book value per share is substantially less than the current market price per share of our common stock. If you pay more than the net tangible book value per share for common stock in this offering, you will suffer immediate and substantial dilution.
 
We May Issue Stock at a Discount to the Current Market Price, Which Would Dilute Our Existing Stockholders.
 
In order to raise the funds we require to execute our business plan and fund operations generally, we may continue to issue stock at a discount to the current market price. Transactions of that kind would result in dilution to our existing stockholders.

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Future Sales of Our Common Stock Could Affect the Stock Price.
 
If our stockholders sell substantial amounts of our common stock, including shares issued on the exercise of options and warrants, in the public market, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. As of May 31, 2002, we had 20,027,948 shares of common stock outstanding. All of these shares, other than shares held by affiliates, are freely tradable.
 
We Have Adopted Anti-Takeover Defenses That Could Delay or Prevent an Acquisition of Our Company and May Affect the Price of Our Common Stock.
 
Certain provisions of our certificate of incorporation and stockholder rights plan could make it difficult for a third party to acquire us, even though an acquisition might be beneficial to our stockholders. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.
 
Our certificate of incorporation authorizes the issuance of up to 1,000,000 shares of “blank check” preferred stock, which will have terms as may be determined from time to time by our Board of Directors. Accordingly, our Board of Directors may, without obtaining stockholder approval, issue preferred stock with terms which could have preference over and adversely affect the rights of the holders of common stock. This issuance may make it more difficult for a third party to acquire a majority of our outstanding voting stock. We are also subject to the Delaware anti-takeover laws which may prevent, delay or impede a merger or takeover of our company, and we have not opted out of the provisions of such laws through either our certificate of incorporation or our bylaws.
 
In December 1998, we adopted a stockholder rights plan pursuant to which one preferred stock purchase right is distributed to our stockholders for each share of our common stock held by them. In the event that a third party acquires 15% or more of our outstanding common stock, the holders of these rights will be able to purchase the underlying junior participating preferred stock as a way to discourage, delay or prevent a change in control of our company. The mere existence of a stockholder rights plan often delays or makes a merger, tender offer or proxy contest more difficult. The existence of these features could prevent others from seeking to acquire shares of our common stock in transactions at premium prices.
 
FORWARD-LOOKING STATEMENTS
 
This prospectus, together with all other information included in or incorporated by reference into this prospectus, contains forward-looking statements that are not historical facts but rather are based upon our current expectations, estimates, assumptions and projections about our industry and reflect management’s beliefs based upon information available to us at the time of this prospectus. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and variations of these words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors that are difficult to predict and could cause our actual results to differ materially and adversely from those expressed in any forward-looking statements. These risks and uncertainties include those described under “Risk Factors” and elsewhere in this prospectus, together with all other information included or incorporated by reference into this prospectus, and include but are not limited to the following:
 
 
•
 
Uncertainties relating to worldwide political stability, general economic conditions and trade policies;
 
 
•
 
Uncertainties relating to government and regulatory policies;
 
 
•
 
Unforeseen technological developments by competitors;
 
 
•
 
The entry of new, well-capitalized competitors;

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•
 
The availability and pricing of materials used in the manufacture of our products;
 
 
•
 
Uncertainties relating to the development, ownership and enforcement of intellectual property rights;
 
 
•
 
Adverse changes in the financing of commercial health and dental plans;
 
 
•
 
Adverse changes in the financial markets affecting the availability and cost of capital;
 
 
•
 
The impact of natural disasters, including a major earthquake, on our operations; or
 
 
•
 
The ability to attract and retain qualified personnel to grow and compete effectively.
 
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this prospectus. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
 
The information contained in this prospectus is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in our reports and other filings with the Securities and Exchange Commission.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov.
 
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. Pursuant to the SEC rules, this prospectus, which forms a part of the registration statement, does not contain all of the information in the registration statement. You may read or obtain a copy of the registration statement from the SEC in the manner described above.
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
The SEC allows us to incorporate by reference into this prospectus the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The documents we incorporate by reference are:
 
1.  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC on April 1, 2002;
 
2.  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 filed with the SEC on May 15, 2002;
 
3.  Our Definitive Proxy Statement filed with the SEC on April 22, 2002 in connection with our 2002 Annual Meeting of Stockholders held on May 23, 2002;
 
4.  The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on October 30, 1991, including any amendment or report filed for the purpose of updating such description; and

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5.  The description of our preferred stock purchase rights contained in our Registration Statement on Form 8-A filed with the SEC on December 29, 1998, including any amendment or report filed for the purpose of updating such description.
 
In addition, we incorporate by reference all reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus and prior to the termination of this offering, and all such reports and documents will be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of such reports and documents. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated by reference in this prospectus but not delivered with the prospectus. Requests for copies of these documents should be submitted in writing to Investor Relations, at BioLase Technology, Inc., 981 Calle Amanecer, San Clemente, California 92673, or by telephone at (949) 361-1200.

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SELLING STOCKHOLDERS
 
The following table sets forth the names of the selling stockholders, the number of shares being registered for sale as of the date of this prospectus and the number of shares of common stock known by us to be beneficially owned by each of the selling stockholders as of May 31, 2002. We are unable to determine the exact number of shares that actually will be sold because the selling stockholders may sell all or some of the shares and because there currently are no agreements, arrangements or understandings with respect to the sale of any of the shares. The following table assumes that the selling stockholders will sell all of the shares being offered for their account by this prospectus. The shares offered by this prospectus may be offered from time to time by the selling stockholders. The selling stockholders are not making any representation that any shares covered by this prospectus will or will not be offered for sale. The selling stockholders reserve the right to accept or reject, in whole or in part, any proposed sale of shares. The selling stockholders also may offer and sell less than the number of shares indicated.
 
      
Number of Shares Beneficially Owned Prior to Offering
    
Number of Shares Being Offered in Offering
  
Beneficially Owned
After Offering
 
Name of Selling Stockholder
            
Number of Shares
    
Percent of Outstanding Shares
 
CBG Compagnie Bancaire Geneve(1)
    
480,000
    
160,000
  
320,000
    
1.6
%
Corner Bank Ltd.(2)
    
360,000
    
360,000
  
—  
    
—  
 
Corner Banque S.A.(3)
    
105,000
    
105,000
  
—  
    
—  
 
GEM Holdings Corp.(4)
    
566,400
    
256,600
  
309,800
    
1.5
%
Triglova Finance S.A.(5)
    
62,500
    
62,500
  
—  
    
—  
 
      
    
  
    
Total
    
1,573,900
    
944,100
  
629,800
    
3.0
%
      
    
  
    
(1)
 
Includes 160,000 shares of common stock subject to warrants which are immediately exercisable.
(2)
 
Includes 260,000 shares of common stock subject to warrants which are immediately exercisable.
(3)
 
Includes 40,000 shares of common stock subject to warrants which are immediately exercisable.
(4)
 
Includes 200,000 shares of common stock subject to warrants which are immediately exercisable.
(5)
 
Includes 62,500 shares of common stock subject to warrants which are immediately exercisable for our common stock at a price per share of $2.50 and which expire in September 2002. The warrants were originally issued to Eurocapital Limited, which acted as our agent for the private placement completed in March 2000, but were subsequently transferred by Eurocapital Limited to Triglova Finance S.A. in May 2001. Our Chairman of the Board, Federico Pignatelli, has in the past acted as an agent of Eurocapital Limited, but has no current relationship, financial or otherwise, with Eurocapital Limited. Mr. Pignatelli disclaims beneficial ownership of the shares that were transferred by Eurocapital Limited and that are being offered by Triglova Finance S.A.
 
The information provided above is based upon information provided by each respective selling stockholder and public documents filed with the SEC and is not necessarily indicative of beneficial ownership for any other purpose. The number of shares of common stock beneficially owned and used to calculate the percentage beneficial ownership of each listed stockholder includes the shares of common stock underlying warrants or preferred stock held by such stockholder that are exercisable or convertible within 60 days of May 31, 2002. The term “selling stockholders” includes the stockholders listed below and their transferees, assignees, pledgees, donees or other successors. The percent of beneficial ownership for each stockholder is based on 20,027,948 shares of our common stock outstanding as of May 31, 2002. Except as indicated in this prospectus, we are not aware of any material relationship between us and any selling stockholder within the past three years other than as a result of the ownership of the selling stockholders’ shares.
 
CBG Compagnie Bancaire Geneve, Corner Bank Ltd. and Corner Banque S.A. acquired their beneficial ownership of 625,000 shares offered by this prospectus, in connection with a private placement completed in

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March 2000, in which we issued and sold 125 units to them. Each unit was sold at a price per unit of $21,775 and consisted of 10,000 shares of our common stock and an immediately exercisable redeemable warrant that expires in September 2002, to purchase 5,000 shares of our common stock at a price per share of $2.50.
 
We may redeem, at a cash price per warrant of $0.01, all of the warrants held by CBG Compagnie Bancaire Geneve, Corner Bank Ltd., Corner Banque S.A. and Triglova Finance S.A., provided that the closing price per share of our common stock has equaled or exceeded $5.00 for the 20 trading days preceding the call for redemption. In March 2002, Corner Bank Ltd. and Corner Banque S.A. partially exercised their warrants and purchased 100,000 shares and 65,000 shares, respectively, of our common stock at a price per share of $2.50.
 
In connection with the March 2000 private placement of shares of our common stock including warrants to purchase shares of our common stock, we agreed to prepare and file with the Securities and Exchange Commission a registration statement on Form S-3, of which this prospectus forms a part, for the purpose of registering such shares for resale from time to time by the selling stockholders. We also agreed to prepare and file any amendments and supplements to the registration statement as may be necessary to keep the registration statement continuously effective in order to permit this prospectus to be usable by the selling stockholders until the earlier of the date when the selling stockholders have sold all of the placement shares or two years from the date of the last exercise of a warrant issued in the placement.
 
Beginning in December 1999, we have entered into extension agreements with GEM Holdings Corp., pursuant to which GEM has agreed to continue to guarantee all obligations due under our bank credit facility. Pursuant to these agreements, we have issued three warrants to GEM, one to purchase an aggregate of 50,000 shares of our common stock at an exercise price per share of $3.00 that expires in December 2002, another to purchase an aggregate of 50,000 shares of our common stock at an exercise price per share of $3.00 that expires in May 2003 and another to purchase an aggregate of 100,000 shares of our common stock at an exercise price per share of $2.00 that expires in December 2003. Pursuant to our agreements with GEM, we granted “piggyback” registration rights that obligate us to include the shares beneficially owned by GEM in any registration statement that we file with the SEC on which it would be appropriate to register shares for resale, until such time as the shares held by GEM may be sold pursuant to exemptions from the registration requirements of the Securities Act.
 
This prospectus also covers any additional shares of common stock which become issuable in connection with the shares being registered by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. In addition, this prospectus covers the preferred stock purchase rights which currently trade with the common stock and entitle the holder to purchase additional shares of common stock under certain circumstances.
 
USE OF PROCEEDS
 
The shares of common stock offered by this prospectus will be sold by the selling stockholders, and the selling stockholders will receive all of the proceeds from sales of those shares. Accordingly, we will not receive any of the proceeds from sales of the shares offered by this prospectus. However, we could receive proceeds of up to $1,806,250 if the warrants are exercised by the selling stockholders, and those proceeds will be used for our general corporate purposes. See “Selling Stockholders” on pages 12-13.
 
PLAN OF DISTRIBUTION
 
We are registering all 944,100 shares of common stock (and associated purchase rights) covered by this prospectus on behalf of the selling stockholders. This amount includes 221,600 shares of common stock and

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722,500 shares of common stock issuable upon exercise of immediately exercisable warrants to purchase common stock, acquired by certain selling stockholders in March 2000 pursuant to a private placement and by the remaining selling stockholder pursuant to certain service agreements with us. We will not receive any of the proceeds from sales of the shares by the selling stockholders. However, we will receive proceeds from the exercise of the warrants and those proceeds will be used for our general corporate purposes.
 
The selling stockholders named in this prospectus, or pledgees, donees, transferees or other successors-in-interest selling shares received from the selling stockholders as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus may sell these shares from time to time. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price or in negotiated transactions. The selling stockholders may effect such transactions by selling the shares to or through broker-dealers. The shares may be sold by one or more of, or a combination of, the following:
 
 
•
 
a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
 
 
•
 
purchases by a broker-dealer as principal and resale by such broker-dealer for its account under this prospectus;
 
 
•
 
an exchange distribution in accordance with the rules of such exchange;
 
 
•
 
ordinary brokerage transactions and transactions in which the broker solicits purchasers; or
 
 
•
 
privately negotiated transactions.
 
To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in such resales.
 
The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders also may sell shares short and redeliver the shares to close out such short positions. The selling stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares under this prospectus. The selling stockholders also may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or upon a default the broker-dealer may sell the pledged shares under this prospectus.
 
Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from the selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the selling stockholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, in connection with sales of the shares. Accordingly, any such commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Because the selling stockholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act.
 
In addition, any securities covered by this prospectus which qualify for sale under Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any

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underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholders.
 
The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
 
Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the shares may not engage in market-making activities with respect to our common stock during certain restricted periods. In addition, each selling stockholder will be subject to applicable provisions of the Securities Exchange Act and the associated rules and regulations under the Securities Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectus available to the selling stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares.
 
We will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act upon being notified by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such supplement will disclose:
 
 
•
 
the name of each such selling stockholder and of the participating broker-dealer(s),
 
 
•
 
the number of shares involved,
 
 
•
 
the price at which such shares were sold,
 
 
•
 
the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,
 
 
•
 
that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and
 
 
•
 
other facts material to the transaction.
 
In addition, upon being notified by a selling stockholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus.
 
We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares. The selling stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.
 
LEGAL MATTERS
 
The validity of the common stock offered in this prospectus and certain other legal matters will be passed upon for us by Brobeck, Phleger & Harrison LLP, Irvine, California.
 
EXPERTS
 
Our financial statements as of December 31, 2001 and 2000 and for each of the years in the three year period ended December 31, 2001 incorporated by reference in this prospectus and related registration statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.     Other Expenses of Issuance and Distribution
 
The following table sets forth the various costs and expenses to be paid by the Registrant with respect to the sale and distribution of the securities being registered. All of the amounts shown are estimates except for the SEC registration fee. In addition, the Registrant may be charged additional listing fees by the Nasdaq National Market upon issuance of the shares being offered by this prospectus.
 
        
SEC Registration Fee
  
$
436.02
Printing Expenses
  
 
6,000.00
Legal Fees and Expenses
  
 
10,500.00
Accounting Fees and Expenses
  
 
5,000.00
Transfer Agent Fees and Expenses
  
 
700.00
    
Total
  
$
22,636.02
    
 
The Registrant will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of the shares.
 
Item 15.     Indemnification of Directors and Officers
 
The Registrant’s Certificate of Incorporation, as amended, provides that the Registrant’s directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for (i) any breach of their duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of the State of Delaware (the “Delaware Law”), or (iv) any transaction from which the director derives an improper personal benefit.
 
Article X of the Registrant’s Amended and Restated Bylaws provides that the Registrant will indemnify any director or officer, or former director or officer, who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent authorized by the Delaware Law, against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered in connection with such action, suit or proceeding. The Registrant also will indemnify any such director or officer, or any such former director or officer, against expenses incurred in defending any such action, suit or proceeding in advance of its final disposition, provided that, if required by the Delaware Law, the payment of such expenses will be made only upon delivery to the Registrant of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified.
 
Article X of the Registrant’s Amended and Restated Bylaws further provides that in the event a director or officer has to bring suit against the Registrant for indemnification and is successful, the Registrant will pay such director’s or officer’s expenses of prosecuting such claim; that indemnification provided for by the Amended and Restated Bylaws shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that the Registrant may purchase and maintain insurance on behalf of a director or officer against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such director or officer against such expense, liability or loss under the Delaware Law; and that to the extent any director or officer is by reason of such position a witness in any action, suit or proceeding, the Registrant shall indemnify

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him or her against all costs and expenses actually and reasonably incurred by him or her in connection therewith.
 
The Registrant’s employment agreement with its President and Chief Executive Officer, Jeffrey W. Jones, provides that the Registrant will, to the maximum extent permitted under the Delaware Law, indemnify Mr. Jones against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, threatened or initiated against Mr. Jones by reason of the fact that he was serving as a director or officer.
 
Section 145 of the Delaware Law provides that a Delaware corporation has the power to indemnify its directors and officers in certain circumstances.
 
Subsection (a) of Section 145 of the Delaware Law empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his or her conduct was unlawful.
 
Subsection (b) of Section 145 of the Delaware Law empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, provided that such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
 
Section 145 of the Delaware Law further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.
 
The Registrant maintains directors’ and officers’ liability insurance covering its directors and officers.

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Item 16.     Exhibits
 
Exhibit Number
    
4.1
  
Specimen of common stock certificate.
4.2
  
Form of Common Stock Purchase Warrant for private placement investors.
4.3
  
Form of Common Stock Purchase Warrant for GEM Holdings Corp.
4.4
  
Form of rights certificate for preferred stock purchase rights (incorporated by reference to Exhibit A to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A as filed with the SEC on December 29, 1998).
4.5
  
Restated Certificate of Incorporation, as Amended (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 14, 1994).
4.6
  
Amended and Restated Bylaws (incorporated by reference to the Registrant’s Quarterly Report on Form 10-QSB filed with the SEC on September 15, 1995).
5.1
  
Opinion of Brobeck, Phleger & Harrison LLP.
23.1
  
Consent of Independent Accountants.
23.2
  
Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1
  
Power of Attorney (included in signature page).
 
Item 17.     Undertakings
 
The undersigned Registrant hereby undertakes:
 
(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
 
provided, however , that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
 
(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference into this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California, on the 3rd day of June, 2002.
 
B IOLASE T ECHNOLOGY , I NC .
By:
 
/s/    J EFFREY W. J ONES         
   
Jeffrey W. Jones
President, Chief Executive Officer
and Director
 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Jeffrey W. Jones and Edson J. Rood, jointly and severally, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorneys-in-fact or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
 
Date
/s/    J EFFREY W. J ONES         
Jeffrey W. Jones
  
President and Chief Executive Officer and Director (principal executive officer)
 
June 3, 2002
/ S /    E DSON J. R OOD        
Edson J. Rood
  
Vice President and Chief Financial Officer (principal financial and accounting officer)
 
June 3, 2002
/s/    F EDERICO P IGNATELLI        
Federico Pignatelli
  
Director and Chairman of the Board
 
June 3, 2002
/s/    W ILLIAM A. O WENS         
William A. Owens
  
Director
 
June 3, 2002
/s/    G EORGE V. D ’A RBELOFF      
George V. d’Arbeloff
  
Director
 
June 3, 2002

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INDEX OF EXHIBITS
 
Exhibit Number
    
   4.1
  
Specimen of common stock certificate.
   4.2
  
Form of Common Stock Purchase Warrant for private placement investors.
   4.3
  
Form of Common Stock Purchase Warrant for GEM Holdings Corp.
   4.4
  
Form of rights certificate for preferred stock purchase rights (incorporated by reference to Exhibit A to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A as filed with the SEC on December 29, 1998).
   4.5
  
Restated Certificate of Incorporation, as Amended (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 14, 1994).
   4.6
  
Amended and Restated Bylaws (incorporated by reference to the Registrant’s Quarterly Report on Form 10-QSB filed with the SEC on September 15, 1995).
   5.1
  
Opinion of Brobeck, Phleger & Harrison LLP.
23.1
  
Consent of Independent Accountants.
23.2
  
Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1
  
Power of Attorney (included in signature page).

EXHIBIT 4.1

SPECIMEN OF COMMON STOCK CERTIFICATE
BIOLASE
TECHNOLOGY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

COMMON STOCK                                                 COMMON STOCK

  NUMBER                                                       SHARES



This Certifies that:                                        CUSIP 090911 10 8

SEE REVERSE FOR
CERTAIN DEFINITIONS

SPECIMEN

is the record holder of

Fully paid and Non-Assessable Shares of Common Stock Par Value $.001 Per Share
of
BIOLASE TECHNOLOGY, INC.

transferable only on the books of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate duly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed in facsimile by its duly authorized officers and a facsimile of its corporate seal to be impressed hereon. Dated: 

/s/ EDSON J. ROOD                    [SEAL]                 /s/ JEFFREY W. JONES
   SECRETARY                                                       PRESIDENT

Countersigned and Registered:
U.S. STOCK TRANSFER CORPORATION
(Glendale, California)

Transfer Agent and Registrar

By

Authorized Officer

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 

TEN COM  ---as tenants in common                  UNIF GIFT MIN ACT --...............Custodian....................
                                                                          (Cust)                     (Minor)
TEN ENT  ---as tenants by the entireties                                under Uniform Gifts to Minors

JT TEN   ---as joint tenants with right                                 Act.........................
            of survivorship and not as                                                (State)
            tenants in common.

Additional abbreviations may also be used though not in the above list.

For Value received_________hereby sell assigns and transfer unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER INDENTIFYING NUMBER
OF ASSIGNEE

(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)

_______________________________________________________________________Shares represented by the within Certificate and do hereby irrevocably constitute and appoint

_______________________________________________________________________Attorney to transfer the said Shares on the share register of the within named Corporation with full power of substitution in the premises.

Dated______________________

SIGNATURE

Signature Guaranteed:

By__________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, (Banks, Stockbrokers, Savings and
Loan Associations and Credit Unions) WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
PURSUANT TO S.E.C. RULE 17 Ad-15.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of December 31, 1998 by and between BioLase Technology, Inc. and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights Agreement"), as amended to date, the terms and conditions of which are hereby incorporated herein by reference and a copy of which is on file at the principle executive offices of BioLase Technology, Inc. Under certain circumstances specified in the Rights Agreement, such Rights will be represented by separate certificates and no longer be represented by this certificate. Under certain circumstances specified in the Rights Agreement, Rights beneficially owned by certain persons may become null and void. BioLase Technology, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly following receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes a 15% stockholder (as defined in the Rights Agreement) shall become null and void.

EXHIBIT 4.2

THE WARRANTS REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER SECURITIES LAWS OF ANY STATE OR JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH

LAWS. THE WARRANTS REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS MAY NOT BE OFFERED, SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS APPLICABLE (IN WHICH CASE THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT) AND THE PROVISIONS OF ALL OTHER APPLICABLE SECURITIES LAWS ARE OBSERVED.

BIOLASE TECHNOLOGY, INC.

Incorporated Under the Laws of the State of Delaware 

No._________                                                ________Common Stock
                                                               Purchase Warrants

                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS

1. Warrant. This Warrant Certificate certifies that: ______________________________ (the "Registered Holder"), is the registered owner of the above indicated number of Warrants expiring on the Expiration Date, as hereinafter defined. One (1) Warrant entitles the Registered Holder to purchase one (1) share (a "Share") of the common stock, par value $0.001 per share ("Common Stock"), of BioLase Technology, Inc., a Delaware corporation (the "Company"), from the Company at a purchase price of __________ Dollars ($______) (the "Exercise Price") to the extent and on the conditions specified herein at any time during the Exercise Period, as hereinafter defined, upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed and accompanied by payment of the Exercise Price at the principal executive office of the Company.

The Warrants represented by this Warrant Certificate were originally issued as part of a unit consisting of ten thousand shares of the Company's Common Stock and five thousand (5,000) Warrants, issued by the Company in a private placement during 2000.

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2. Restrictive Legends. Each Warrant Certificate shall bear a legend substantially in the form of the legend that appears at the beginning of this Warrant Certificate. Each certificate representing Shares issued upon exercise of Warrants, unless such Shares are then registered for issuance under the Securities Act of 1933, as amended (the "Act"), shall bear a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER THE ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE ACT'S REGISTRATION REQUIREMENTS IS APPLICABLE (IN WHICH CASE THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO SUCH EFFECT) AND ALL OTHER APPLICABLE SECURITIES LAWS ARE OBSERVED.

3. Exercise. Subject to the terms hereof, the Warrants evidenced by this Warrant Certificate may be exercised at the Exercise Price in whole or in part at any time during the period (the "Exercise Period") commencing with the issuance of the Warrants evidenced hereby and terminating at the close of business at the location of the principal executive offices of the Company on _________________ (the "Expiration Date"). The Exercise Period may also be extended by the Company's Board of Directors.

A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company during the Exercise Period at its principal executive offices of this Warrant Certificate with the exercise form attached hereto duly completed and executed by the Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price for the Shares being acquired through exercise of Warrants, in lawful money of the United States of America.

The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant, but the Company will instead pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the market price of a Share on the date of

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exercise, such market price to be determined in good faith by the Board of Directors of the Company. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise.

Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of Warrant Shares deliverable on such exercise.

The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of holders of Shares entitled to such dividend or other right.

4. Reservation of Shares and Payment of Taxes. The Company covenants that it will at all times reserve and have available from its authorized Common Stock such number of shares as shall then be issuable on the exercise of outstanding Warrants. The Company covenants that all Warrant Shares which shall be so issuable shall be duly and validly issued, fully paid and non-assessable, and free from all taxes, liens and charges with respect to the issue thereof.

The Registered Holder shall pay all documentary, stamp or similar taxes and other government charges that may be imposed with respect to the issuance, transfer or delivery of any Warrant Shares on exercise of the Warrants. In the event the Warrant Shares are to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate, no such delivery shall be made unless the person requesting the same has paid the amount of any such taxes or charges incident thereto.

5. Registration of Transfer. The Warrants represented by this Warrant Certificate may be transferred only if such transfer complies with all applicable federal and state securities laws and, if requested by the Company, the Registered Holder delivers to the Company an opinion of counsel to that effect, in form and substance reasonably acceptable to the Company. Certificates for Warrants to be transferred shall be surrendered to the Company at its principal executive office. The Company shall execute, issue and deliver in exchange therefor the Warrant Certificate or Certificates which the Registered Holder making the transfer shall be entitled to receive. The Company shall keep transfer books at its principal executive office or at such other office as it may designate, which shall register Warrant Certificates and the transfer

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thereof. On due presentment at such office of any Warrant Certificate for registration of a transfer permitted hereunder, the Company shall execute, issue and deliver to the transferee a new Warrant Certificate representing an equal aggregate number of Warrants. All Warrant Certificates presented for registration of transfer or exercise shall be duly endorsed or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and shall be accompanied by documentary evidence, reasonably satisfactory to the Company, demonstrating the entitlement of the transferee to the requested transfer. The Company may require payment of a sum sufficient to cover any tax or other government charge that may be imposed in connection therewith.

All Warrant Certificates so surrendered, or surrendered for exercise, or for exchange in case of mutilated Warrant Certificates, shall be promptly canceled by the Company and thereafter retained by the Company until the Expiration Date. Prior to due presentment for registration of transfer thereof, the Company may treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company), and the Company shall not be affected by any notice to the contrary.

6. Loss or Mutilation. On receipt by the Company of evidence satisfactory as to the ownership of and the loss, theft, destruction or mutilation of this Warrant Certificate, the Company shall execute and deliver, in lieu thereof, a new Warrant Certificate representing an equal aggregate number of Warrants. In the case of loss, theft or destruction of any Warrant Certificate, the individual requesting issuance of a new Warrant Certificate shall be required to indemnify the Company in an amount satisfactory to the Company. In the event a Warrant Certificate is mutilated, such Certificate shall be surrendered and canceled by the Company prior to delivery of a new Warrant Certificate. Applicants for a new Warrant Certificate shall also comply with such other reasonable regulations as the Company may prescribe.

7. Call Option. So long as the average between the high and low prices at which Shares trade on the principal exchange on which, or in the principal market in which, the Shares then trade (or if the Shares do not trade on a relevant day, the highest closing bid price on such day) exceeds for the ten
(20) consecutive trading days immediately preceding but not including the date of such call an amount per Share equal to two hundred percent (200%) of the Exercise Price, the Company shall have the right and option, upon no less than thirty (30) days' written notice to the Registered Holder, to call and thereafter to redeem and acquire all of the Warrants evidenced hereby which remain outstanding and unexercised at the date fixed for such redemption in such notice (the "Redemption Date"), which Redemption Date shall be at least 30 days after the date of such notice, for an amount equal to One Cent ($.01) per Warrant; provided, however, that the Registered Holder shall be entitled during the period between the date of such notice and the Redemption Date to exercise the

4

Warrants in accordance with the provisions of Section 3 hereof. Said notice of redemption shall require the Registered Holder to surrender to the Company, on the Redemption Date, at the principal executive offices of the Company, the certificate or certificates representing the Warrants to be redeemed. Notwithstanding the fact that any Warrants called for redemption have not been surrendered for redemption and cancellation on the Redemption Date, after the Redemption Date such Warrants shall be deemed to be expired and all rights of the Registered Holder of such unsurrendered Warrants shall cease and terminate, other than the right to receive the redemption price of $.01 per Warrant for such Warrants, without interest.

In connection with any call hereunder, the Company shall have no obligation to call any other stock purchase warrant or warrants, whether or not having similar terms, and no call made pursuant to any other stock purchase warrant shall obligate the Company to exercise its right and option to make a call hereunder, except that the Company shall not call any redeemable stock purchase warrants expiring ______________ (including the Warrants evidenced hereby) having terms substantially identical to the Warrants evidenced hereby unless the Company concurrently calls all such Warrants.

8. Adjustment of Shares. The number and kind of securities issuable upon exercise of a Warrant hereunder shall be subject to adjustment from time to time upon the happening of certain events ("Adjustment Event"), as follows:

(a) If the Company shall, at any time prior to the complete exercise of the Warrants evidenced hereby, declare or pay to the holders of its outstanding Shares, a dividend payable in any kind of shares of stock or other securities of the Company, or in property, or otherwise than in cash, the Registered Holder when thereafter exercising the Warrants evidenced hereby as herein provided shall be entitled to receive for the Exercise Price, in addition to one Warrant Share, such additional share or shares of stock or scrip representing fractions of a share or other securities or property as the Registered Holder would have received in the form of such dividend if he had been the holder of record of such Warrant Share on the record date for the determination of the holders of Shares entitled to receive such dividend.

(b) If the Company shall, while any Warrants evidenced hereby remain in force, effect a stock split, reverse stock split or other recapitalization of such character that the Shares for which the Warrants are exercisable shall be changed into or become exchangeable for a larger or smaller number of Shares, then thereafter the number of Shares which the Registered Holder shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of outstanding Shares of the Company arising solely by reason of such recapitalization, and the Exercise Price (per Share) shall in the case of an increase in the number of Shares be proportionately reduced, and in the case of

5

a decrease in the number of shares be proportionately increased, so that the aggregate exercise price shall remain the same.

(c) In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable upon exercise of a Warrant) or in case the Company (or any such other corporation) shall merge into or with or consolidate with another corporation or convey all or substantially all of its assets to another corporation or enter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the same or another corporation, then and in each such case, the Registered Holder of a Warrant, upon exercise of the purchase right at any time after the consummation of such reorganization, consolidation, merger, conveyance or combination, shall be entitled to receive, in lieu of the Shares or other securities to which such Registered Holder would have been entitled had he exercised the purchase right immediately prior thereto, such stock and securities which such Registered Holder would have owned immediately after such event with respect to the Shares and other securities for which a Warrant may have been exercised immediately before such event had the Registered Holder exercised the Warrant immediately prior to such event.

(d) In case the Company shall at any time prior to the exercise of a Warrant evidenced hereby make any distribution of its assets to holders of its Shares by liquidating or partial liquidating dividend or by way of return of capital, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of its incorporation, then the Registered Holder when thereafter exercising such Warrant as herein provided after the date of record for the determination of those holders of Shares entitled to such distribution of assets, shall be entitled to receive for the Exercise Price, in addition to a Warrant Share, the amount of such assets (or at the option of the Company, a sum equal to the value thereof at the time of such distribution to holders of Shares as such value is determined by the Board of Directors of the Company in good faith) which would have been payable to the Registered Holder had such Registered Holder been the holder of record of such Warrant Share receivable upon exercise of such Warrant on the record date for the determination of those entitled to such distribution.

In each case of an adjustment in the Shares or other securities receivable upon the exercise of a Warrant, the Company shall promptly notify the Registered Holder of such adjustment. Such notice shall set forth the facts upon which such adjustment is based.

9. Reduction in Exercise Price at Company's Option. The Company's Board of Directors may, at its sole discretion, reduce the Exercise Price of the Warrants in

6

effect at any time either for the life of the Warrants or any shorter period of time determined by the Company's Board of Directors. The Company shall promptly notify the Registered Holders of any such reduction in the Exercise Price.

10. Notices. All notices, demands, elections, or requests (however characterized or described) required or authorized hereunder shall be deemed given sufficiently if in writing and sent by registered or certified mail, return receipt requested and postage prepaid, or by facsimile or telegram to the Company, at its principal executive office, and to the Registered Holder, at the address of such holder as set forth on the books maintained by the Company.

11. General Provisions. This Warrant Certificate shall be construed and enforced in accordance with, and governed by, the laws of the State of California. Except as otherwise expressly stated herein, time is of the essence in performing hereunder. The headings of this Warrant Certificate are for convenience in reference only and shall not affect the meaning hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of the ________ day of ________________.

BioLase Technology, Inc.

By____________________________

7

BIOLASE TECHNOLOGY, INC.

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JR TEN - as joint tenants with right of survivorship and not as tenants in common
CUST UNIF GIFT MIN ACT - Custodian under Uniform Gift to Minors Act

Additional abbreviations may also be used though not in the above list.

FORM OF ASSIGNMENT

(To be Executed by the Registered Holder if He Desires to Assign Warrants Evidenced by the Within Warrant Certificate)

FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto ________________________________________ ________________________________ (_______) Warrants, evidenced by the within Warrant Certificate, and does hereby irrevocably constitute and appoint ___________________ __________________ Attorney to transfer the said Warrants evidenced by the within Warrant Certificates on the books of the Company, with full power of substitution. 

Dated:____________________                _____________________________
                                               Signature

Notice:   The above signature must correspond with the name as written upon the
          face of the Warrant Certificate in every particular, without
          alteration or enlargement or any change whatsoever.

Signature Guaranteed: ________________________________________________

SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION", AS DEFINED IN RULE 17Ad-15 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

8

FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder to Exercise Warrants)

To BioLase Technology, Inc.:

The undersigned hereby irrevocably elects to exercise _________________ _______________________ (______) Warrants evidenced by the within Warrant Certificate for, and to purchase thereunder, ________________________ (______) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $___________ and any applicable taxes.

The undersigned hereby:

(i) either [check one]

[_] certifies that the undersigned is an accredited investor, as defined in Rule 501 under the Securities Exchange Act of 1934, as amended, and will be the record and beneficial owner of the shares of Common Stock to be issued upon exercise of these Warrants; or

[_] is supplying an opinion of counsel for the undersigned, which shall be reasonably satisfactory in form and substance to BioLase Technology, Inc., to the effect that the issuance of shares of Common Stock pursuant to this exercise is exempt from the registration requirements of the Securities Act of 1933, as amended; and

(ii) agrees that the undersigned will not offer, sell, hypothecate or otherwise transfer such shares of Common Stock unless such shares are registered under said Securities Act or an exemption from the registration requirements of such Act is applicable (in which case the undersigned shall supply an opinion of counsel in form and substance reasonably satisfactory to BioLase Technology, Inc. to such effect) and the provisions of all other applicable securities laws are observed.

Please register the certificates for such shares as follows:

Taxpayer identification or social security number:

(Please print name)
(Please print address)
9

(FORM OF ELECTION TO PURCHASE CONTINUES ON FOLLOWING PAGE)

If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and delivered to that address:

(Please print address)

Dated: _______________________ Signature:______________________________ 

NOTICE:           The above signature must correspond with the name as written
                  upon the face of the within Warrant Certificate in every
                  particular, without alteration or enlargement or any change
                  whatsoever. If the certificate representing the shares is to
                  be registered in a name other than that in which the within
                  Warrant Certificate is registered, the signature of the holder
                  hereof must be guaranteed.

Signature Guaranteed: ___________________________________________________

SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION", AS DEFINED IN RULE 17Ad-15 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

10

EXHIBIT 4.3

THE WARRANTS REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE WARRANTS

REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS MAY NOT BE OFFERED, SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS APPLICABLE (IN WHICH CASE, IF REQUESTED, THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT) AND THE PROVISIONS OF ALL OTHER APPLICABLE SECURITIES LAWS ARE OBSERVED.

BIOLASE TECHNOLOGY, INC.

Incorporated Under the Laws of the State of Delaware 

No. _______                                                ________ Common Stock
                                                           Purchase Warrants

                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS

1. Warrant. This Warrant Certificate certifies that _____________________ (the "Registered Holder"), is the registered owner of the above indicated number of Warrants expiring on the Expiration Date, as hereinafter defined. One (1) Warrant entitles the Registered Holder to purchase one (1) share of the common stock, par value $0.001 per share (a "Share"), of BioLase Technology, Inc., a Delaware corporation (the "Company"), from the Company at a purchase price of ________ Dollars ($______) (the "Exercise Price") to the extent and on the conditions specified herein at any time prior to the Expiration Date, upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed and accompanied by payment of the Exercise Price at the principal executive office of the Company.

2. Restrictive Legends. Each Warrant Certificate shall bear a legend substantially in the form of the legend that appear at the beginning of this Warrant Certificate. Each certificate representing Shares issued upon exercise of Warrants, unless such Shares are then registered for issuance under the Securities Act of 1933, as amended (the "Act"), shall bear a legend in substantially the following form:

1

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IS APPLICABLE (IN WHICH CASE, IF REQUESTED, THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT) AND THE PROVISIONS OF ALL OTHER APPLICABLE SECURITIES LAWS ARE OBSERVED."

3. Exercise. Subject to the terms hereof, the Warrants evidenced by this Warrant Certificate may be exercised at the Exercise Price in whole or in part at any time prior to the close of business at the location of the principal executive offices of the Company on ______________________ (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of Directors.

A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company prior to the Expiration Date at its principal executive offices of this Warrant Certificate with the exercise form attached hereto duly completed and executed by the Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price for the Shares being acquired through exercise of Warrants, in lawful money of the United States of America.

The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant, but the Company will instead pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the market price of a Share on the Exercise Date, such market price to be determined in good faith by the Board of Directors of the Company. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise.

Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to

2

receive the same a certificate or certificates for the number of Warrant Shares deliverable on such exercise.

The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of holders of Shares entitled to such dividend or other right.

4. Reservation of Shares and Payment of Taxes. The Company covenants that it will at all times reserve and have available from its authorized Common Stock such number of shares as shall then be issuable on the exercise of outstanding Warrants. The Company covenants that all Warrant Shares which shall be so issuable shall be duly and validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof.

The Registered Holder shall pay all documentary, stamp or similar taxes and other government charges that may be imposed with respect to the issuance, transfer or delivery of any Warrant Shares on exercise of the Warrants.

5. Registration of Transfer. The Company shall keep transfer books at its principal executive office or at such other office as it may designate, which shall register Warrant Certificates and the transfer thereof. On due presentment at such office of any Warrant Certificate for registration of a transfer permitted hereunder, the Company shall execute, issue and deliver to the transferee a new Warrant Certificate representing the number of Warrants transferred and, if the number of Warrants transferred is less than the number of Warrants represented by the Warrant Certificate presented, shall execute, issue and deliver to the Registered Holder a new Warrant Certificate representing the balance. All Warrant Certificates presented for registration of transfer or exercise shall be duly endorsed or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and shall be accompanied by documentary evidence, reasonably satisfactory to the Company, demonstrating the entitlement of the transferee to the requested transfer. The Company may require payment of a sum sufficient to cover any tax or other government charge that may be imposed in connection therewith.

All Warrant Certificates surrendered for transfer, or surrendered for exercise or for exchange in case of mutilated Warrant Certificates, shall be promptly canceled by the Company and thereafter retained by the Company until the Expiration Date. Prior to due presentment for registration of transfer thereof, the Company may treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company), and the Company shall not be affected by any notice to the contrary.

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6. Loss or Mutilation. On receipt by the Company of evidence satisfactory as to the ownership of and the loss, theft, destruction or mutilation of this Warrant Certificate, the Company shall execute and deliver, in lieu thereof, a new Warrant Certificate representing an equal aggregate number of Warrants. In the case of loss, theft or destruction of any Warrant Certificate, the individual requesting issuance of a new Warrant Certificate shall be required to indemnify the Company in an amount satisfactory to the Company. In the event a Warrant Certificate is mutilated, such Certificate shall be surrendered and canceled by the Company prior to delivery of a new Warrant Certificate. Applicants for a new Warrant Certificate shall also comply with such other reasonable regulations as the Company may prescribe.

7. Adjustment of Shares. The number and kind of securities issuable upon exercise of a Warrant or to be delivered upon the redemption of Warrants hereunder shall be subject to adjustment from time to time upon the happening of certain events, as follows:

(a) If the Company shall, at any time prior to the complete exercise of the Warrants evidenced hereby, declare or pay to the holders of its outstanding Shares, a dividend payable in any kind of shares of stock or other securities of the Company, the Registered Holder when thereafter exercising the Warrants evidenced hereby as herein provided shall be entitled to receive for the Exercise Price, in addition to one Warrant Share, such additional share or shares of stock, or scrip representing fractions of a share, or other securities as the Registered Holder would have received in the form of such dividend if he had been the holder of record of such Warrant Share on the record date for the determination of the holders of Shares entitled to receive such dividend.

(b) If the Company shall, at any time prior to the complete exercise of the Warrants evidenced hereby, effect a stock split, reverse stock split or other recapitalization of such character that the Warrant Shares for which the Warrants are exercisable shall be changed into or become exchangeable for a larger or smaller number of Shares, then thereafter the number of Shares which the Registered Holder shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of outstanding Shares of the Company arising solely by reason of such stock split, reverse stock split or recapitalization, and the Exercise Price (per Share) shall in the case of an increase in the number of Shares be proportionately reduced and in the case of a decrease in the number of shares be proportionately increased, so that the aggregate exercise price shall remain the same and the Registered Holder shall receive upon payment thereof the same number of Shares he would have received upon such stock split, reverse stock split or recapitalization in exchange for Warrant Shares issuable upon exercise hereof if he had been the holder of record of such Warrant Shares on the record date for the determination of the holders of Shares with respect to such stock split, reverse stock split or recapitalization.

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(c) In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable upon exercise of a Warrant) or in case the Company (or any such other corporation) shall merge into or with or consolidate with another corporation or convey all or substantially all of its assets to another corporation or enter into a business combination of any form as a result of which the Shares or other securities receivable upon exercise of a Warrant are converted into other stock or securities of the same or another corporation at any time prior to the complete exercise of the Warrants evidenced hereby, then and in each such case, the Registered Holder of a Warrant, upon exercise of the purchase right at any time after the consummation of such reorganization, consolidation, merger, conveyance or combination, shall be entitled to receive, in lieu of the Shares or other securities to which such Registered Holder would have been entitled had he exercised the purchase right immediately prior thereto, such stock and securities which such Registered Holder would have owned immediately after such event with respect to the Shares and other securities for which a Warrant may have been exercised immediately before such event had the Registered Holder exercised the Warrant immediately prior to such event.

(d) In case the Company shall at any time prior to the exercise of a Warrant evidenced hereby make any distribution of its assets to holders of its Shares by liquidating or partial liquidating dividend or by way of return of capital, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of its incorporation, then the Registered Holder when thereafter exercises such Warrant as herein provided after the date of record for the determination of those holders of Shares entitled to such distribution of assets, shall be entitled to receive for the Exercise Price, in addition to a Warrant Share, the amount of such assets (or at the option of the Company, a sum equal to the value thereof at the time of such distribution to holders of Shares as such value is determined by the Board of Directors of the Company in good faith) which would have been payable to the Registered Holder had he been the holder of record of such Warrant Share receivable upon exercise of such Warrant on the record date for the determination of those entitled to such distribution.

In each case of an adjustment in the Shares or other securities receivable upon the exercise of a Warrant, the Company shall promptly notify the Registered Holder of such adjustment. Such notice shall set forth the facts upon which such adjustment is based.

8. Reduction in Exercise Price at Company's Option. The Company's Board of Directors may, at its sole discretion, can reduce the Exercise Price of the Warrants in effect at any time either for the life of the Warrants or any shorter period of time determined by the Company's Board of Directors. The Company shall promptly notify the Registered Holders of any such reduction in the Exercise Price.

9. Notices. All notices, demands, elections, or requests (however characterized or described) required or authorized hereunder shall be deemed given sufficiently if in writing and either delivered by messenger or courier or sent by registered or certified mail,

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return receipt requested and postage prepaid, to the Company, at its principal executive office, and to the Registered Holder, at the address of such holder as set forth on the records relating to the Warrants maintained by the Company.

11. General Provisions. This Warrant Certificate shall be construed and enforced in accordance with, and governed by, the laws of the State of California. Except as otherwise expressly stated herein, time is of the essence in performing hereunder. The headings of this Warrant Certificate are for convenience in reference only and shall not affect the meaning hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of the ___________ day of ____________________.

BioLase Technology, Inc.

By ________________________

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BIOLASE TECHNOLOGY, INC.

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 

TEN COM - as tenants in common                    UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties                 Custodian
                                                  --------------------
JR TEN  - as joint tenants with right              (Cust)    (Minor)
                  of survivorship and not as      under Uniform Gifts
                  tenants in common               to Minors Act _____
                                                               (State)

Additional abbreviations may also be used though not in the above list.

FORM OF ASSIGNMENT

(To be Executed by the Registered Holder if He Desires to Assign Warrants Evidenced by the Within Warrant Certificate)

FOR VALUE RECEIVED _______________________________________ hereby sells, assigns and transfers unto ______________________ ___________________ ______________________________ (_________) Warrants, evidenced by the within Warrant Certificate, and does hereby irrevocably constitute and appoint ____________________________ __________________ Attorney to transfer the said Warrants evidenced by the within Warrant Certificates on the books of the Company, with full power of substitution. 

Dated:____________________          _____________________________
                                              Signature

Notice:     The above signature must correspond with the name as written upon
            the face of the Warrant Certificate in every particular, without
            alteration or enlargement or any change whatsoever.

Signature Guaranteed: __________________________________________

SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION", AS DEFINED IN RULE 17Ad-15 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder to Exercise Warrants)

To BioLase Technology, Inc.:

The undersigned hereby irrevocably elects to exercise ____________________________ (_______) Warrants evidenced by the within Warrant Certificate for, and to purchase thereunder, ____________________________ (_______) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $___________ and any applicable taxes.

The undersigned hereby:

(i) either [check one]

[_] certifies that the undersigned is an accredited investor, as defined in Rule 501 under the Securities Exchange Act of 1934, as amended, and will be the record and beneficial owner of the shares of Common Stock to be issued upon exercise of these Warrants; or

[_] is supplying an opinion of counsel for the undersigned, which shall be reasonably satisfactory in form and substance to BioLase Technology, Inc., to the effect that the issuance of shares of Common Stock pursuant to this exercise is exempt from the registration requirements of the Securities Act of 1933, as amended; and

(ii) agrees that the undersigned will not offer, sell, hypothecate or otherwise transfer such shares of Common Stock unless such shares are registered under said Securities Act or an exemption from the registration requirements of such Act is applicable (in which case the undersigned shall supply an opinion of counsel in form and substance reasonably satisfactory to BioLase Technology, Inc. to such effect) and the provisions of all other applicable securities laws are observed.

Please register the certificates for such shares as follows:

Taxpayer identification or social security number:
(Please print name)
(Please print address)

(FORM OF ELECTION TO PURCHASE CONTINUES ON FOLLOWING PAGE)

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If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and delivered to that address:

(Please print address)

Dated: __________________

Signature:______________________________ 

NOTICE:   The above signature must correspond with the name as written upon the
          face of the within Warrant Certificate in every particular, without
          alteration or enlargement or any change whatsoever. If the certificate
          representing the shares is to be registered in a name other than that
          in which the within Warrant Certificate is registered, the signature
          of the holder hereof must be guaranteed.

Signature Guaranteed: ________________________________

SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION", AS DEFINED IN RULE 17Ad-15 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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EXHIBIT 5.1

Opinion of Brobeck, Phleger & Harrison LLP

June 3, 2002

BioLase Technology, Inc.
981 Calle Amanecer
San Clemente, California 92673

Re: BioLase Technology, Inc. Registration Statement on Form S-3 for the Resale of 944,100 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel to BioLase Technology, Inc., a Delaware corporation (the "Company"), in connection with the registration for resale of up to an aggregate of 221,600 shares of the Company's common stock (the "Shares") and 722,500 shares of the Company's common stock issuable upon the exercise of certain warrants dated March 22, 2000, December 1, 2000 and May 1, 2001 (the "Warrant Shares"), pursuant to the Company's Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents, the corporate proceedings taken by the Company in connection with the original issuance and sale of the Shares and a certificate of a Company officer regarding, among other things, the Company's receipt of consideration upon the original issuance and sale of the Shares. Based on such review, we are of the opinion that the Shares are duly authorized, validly issued, nonassessable and, to our knowledge, fully paid, and that if, as and when the Warrant Shares are issued and sold (and the consideration therefor received) pursuant to the provisions of the underlying warrants, such Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Warrant Shares.

Very truly yours,

Brobeck, Phleger & Harrison LLP

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 and related prospectus of our report dated March 1, 2002 relating to the consolidated financial statements and consolidated financial statement schedule, which appears in BioLase Technology Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such registration statement and related prospectus.

PricewaterhouseCoopers LLP

Orange County, California
June 3, 2002