BIOLASE Technology, Inc. Adopts Stockholder Rights Plan.SAN CLEMENTE San Clemente (săn klĭmĕn`tē), city (1990 pop. 41,100), Orange co., S Calif., on the Pacific coast; inc. 1928. Camp Pendleton, a large U.S. marine base, adjoins the city, which is chiefly residential. , Calif.--(BW HealthWire)--Dec. 22, 1998--BIOLASE Technology, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on SmallCap:BLTI BLTI Blonder Tongue Laboratories, Inc. ) today announced that its Board of Directors has adopted a Stockholder Rights Plan designed to assure that all BIOLASE stockholders would receive fair treatment in connection with any effort made to take over control of the Company. The Plan provides for the distribution of one Right for each share of common stock outstanding on Dec. 31, 1998. In making the announcement, Federico Pignatelli, the Company's Chairman, stated: "The Rights are designed to provide the Board of Directors with adequate time and tools to represent the interests of the stockholders in the event of an unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective bid to acquire control of the Company. The Plan is not designed to prevent or discourage any offer for the Company that is commensurate com·men·su·rate adj. 1. Of the same size, extent, or duration as another. 2. Corresponding in size or degree; proportionate: a salary commensurate with my performance. 3. with its value and is presented in a manner permitting full review and negotiation." The Rights Plan provides that in the event any person becomes the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 15% or more of the outstanding common shares, each Right (other than a Right held by the 15% stockholder and its associates) will be exercisable, on and after the close of business on the tenth business day following such event, to purchase BIOLASE Technology common shares having a market value equal to two times the then current exercise price of the Rights (initially $30). The Plan further provides that if, on or after the occurrence of such event, the Company is merged into any other corporation or 50% or more of the Company's assets or earning power Earning power Earnings before interest and taxes (EBIT) divided by total assets. earning power 1. The earnings that an asset could produce under optimal conditions. For example, AT&T may currently be earning $2. are sold, each Right (other than a Right held by the 15% stockholder and its associates) will be exercisable to purchase common shares of the acquiring corporation having a market value equal to two times the then current exercise price. The Rights expire on Dec. 31, 2008 (unless previously triggered), and are subject to redemption by the Board of Directors at $.001 per Right at any time prior to the first date upon which they become exercisable to purchase common shares. The Company intends to provide stockholders with further details of the Rights Plan in a letter to be mailed in the near future. BIOLASE Technology, Inc. manufactures and markets advanced cosmetic cosmetic /cos·met·ic/ (koz-met´ik) 1. pertaining to cosmesis. 2. a beautifying substance or preparation. cos·met·ic n. , aesthetic, dental and surgical products, including laser systems, HydroKinetic hydrokinetic /hy·dro·ki·net·ic/ (hi?dro-ki-net´ik) relating to movement of water or other fluid, as in a whirlpool bath. hy·dro·ki·net·ic or hy·dro·ki·net·i·cal adj. (TM) surgical cutting systems and other laser and non-laser based products for the professional and home consumer markets. The Company's products incorporate patented and patent-pending technologies that permit achieving results in unique ways. The matters discussed in this news release include forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. which are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated in such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, the effect of actions of third parties, including governmental officials, the timely development and acceptance of new products, the impact of competitive products and pricing, and other risks detailed from time-to-time in the Company's filings with the Securities and Exchange Commission, including the reports on Forms 10-K and 10-Q. These forward-looking statements represent the company's judgment as of the date of this release. The company disclaims, however, any intent or obligation to update these forward-looking statements. |
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