UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantxþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

BIOLASE TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

BIOLASE TECHNOLOGY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 15, 2005MAY 10, 2012

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meetingannual meeting of Stockholdersstockholders of BIOLASE Technology, Inc., a Delaware corporation, (the “Company”), will be held on Tuesday, November 15, 2005,Thursday, May 10, 2012, at 2:11:00 p.m.a.m. local time at the Laguna Cliffs Marriott Resort and Spa, 25135 Park Lantern, Dana Point, CA, 92629,Company’s corporate headquarters, located at 4 Cromwell, Irvine, California, 92618, for the following purposes, as more fully described in the Proxy Statementproxy statement accompanying this Notice:notice:

1. to elect four directors to serve until the next annual meeting of stockholders;

2. to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012;

3. an advisory vote on the compensation of our named executive officers;

4. an advisory vote on the frequency of future stockholder advisory votes on the compensation of our named executive officers;

5. to approve the proposed amendment to the Restated Certificate of Incorporation of Biolase Technology, Inc. to change the name of the corporation to Biolase, Inc.; and

Stockholders of record at the close of business on October 3, 2005March 15, 2012 are entitled to notice of and to vote at the Annual Meetingour annual meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the executive offices of the Company and at the Annual Meeting.

All stockholders are cordially invited to attend the meeting in person.

Whether or not you plan to attend,please sign and return the enclosed proxy as promptly as possible in the envelope enclosed for your convenience.convenience, or please vote via the Internet or by telephone. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to assure that all of your shares will be voted. You may revoke your proxy at any time prior to the Annual Meeting.our annual meeting. If you attend the Annual Meetingare a stockholder of record and vote by ballot at our annual meeting, your proxy will be revoked automatically and only your vote at the Annual Meetingour annual meeting will be counted.

We are providing or making available to you the Proxy Statement for our 2012 Annual Meeting of Shareholders and our 2011 Annual Report on Form 10-K. You may also access these materials via the Internet at www.biolase.com.

BY ORDER OF THE BOARD OF DIRECTORS

Sincerely,

Federico Pignatelli Chairman of the Board and Chief Executive Officer

Irvine, California – April    , 2012

Federico Pignatelli

Chairman of the Board of DirectorsTABLE OF CONTENTS

San Clemente, California

October, 2005

		Page
SOLICITATION OF PROXIES			1
ELECTION OF DIRECTORS			4
EXECUTIVE COMPENSATION			12
COMPENSATION COMMITTEE REPORT			20
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21
PRINCIPAL ACCOUNTANT FEES AND SERVICES			22
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			23
FREQUENCY OF ADVISORY VOTE ON COMPENSATION OF OUR NEOs			25
AMENDMENT TO CHANGE NAME			26
AUDIT COMMITTEE REPORT			27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			29
OTHER MATTERS			30

BIOLASE TECHNOLOGY, INC.

981 Calle Amanecer4 Cromwell

San Clemente,Irvine, California 92673

PROXY STATEMENT92618

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 15, 2005MAY 10, 2012

PROXY STATEMENT

SOLICITATION OF PROXIES

General

The enclosedaccompanying proxy (the “Proxy”) is solicited on behalf of the Board of Directors (the “Board”) of BIOLASE Technology, Inc., a Delaware corporation (the “Company”(“BIOLASE,” “the Company,” “we,” “our,” or “us”), for use at the Annual Meetingour annual meeting of Stockholdersstockholders to be held on Tuesday, November 15, 2005 (the “Annual Meeting”)Thursday, May 10, 2012 and at any adjournment or postponement thereof. The Annual MeetingOur annual meeting will be held at 2:11:00 p.m.a.m. local time at the Laguna Cliffs Marriott Resort and Spa, 25135 Park Lantern, Dana Point, CA, 92629.our corporate headquarters located at 4 Cromwell, Irvine, California, 92618. These Proxyproxy solicitation materials were mailed on or about October 17, 2005April , 2012 to all stockholders entitled to vote at our annual meeting.

If the Annual Meeting.enclosed form of proxy is properly signed and returned to us, the shares represented thereby will be voted at our annual meeting in accordance with the instructions specified thereon. If the proxy of a stockholder of record does not specify how the shares represented thereby are to be voted, the proxy will be voted FOR:

Any stockholder has the power to revoke his or her proxy at any time before it is voted. A proxy may be revoked by a stockholder of record by:

Attendance at our annual meeting will not, by itself, revoke a proxy. If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee. Please note that if your shares are held of record by a broker, bank or other nominee, and you decide to attend and vote at our annual meeting, your vote in person at our annual meeting will not be effective unless you present a legal proxy, issued in your name from the record holder, your broker.

Voting; Quorum

The specific Proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice and are described in more detail in this Proxy Statement. On October 3, 2005,March 15, 2012, the record date (the “Record Date”) for determination of stockholders entitled to notice of and to vote at the Annual Meeting,our annual meeting, 30,548,205 shares of the Company’sour common stock, (the “Common Stock”)par value $0.001 per share, were outstanding. No shares of the Company’sour preferred stock are outstanding.were outstanding on such record date. Only stockholders of record of our common stock on March 15, 2012 will be entitled to notice of and to vote at our annual meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of Common Stockour common stock held by such stockholder on the Record Date.such record date. Stockholders may not cumulate votes in the election of directors.

The presence at the Annual Meeting,our annual meeting, either in person or by proxy, of holders of shares of the Company’sour outstanding common stock entitled to vote and representing a majority of the voting power of all of such shares shall constitute a quorum for the transaction of business. In

Our bylaws provide for a majority voting standard for the election of directors in uncontested elections. Under this majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by a majority of the five nominees receivingvotes cast by the highestshares present in person or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of affirmative votes will be elected. cast “for” a director nominee must exceed the number of votes cast “against” that nominee. If a director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Corporate Governance Committee shall accept any previously tendered resignation by such director absent a compelling reason (as determined consistent with our Board’s fiduciary duties) for such director to remain on our Board. Our Board’s policy is not to nominate a director for election unless the director has tendered in advance an irrevocable resignation effective in such circumstances where the director does not receive a majority of the votes cast in an uncontested election. The Committee shall act on any such resignation offer and publicly disclose its decision within 90 days from the date of the certification of the election results.

With regard to Proposals Two, Three and Four,the other proposals, the affirmative vote of the holders of Common Stockour common stock representing a majority of the voting power present or represented by proxy and voting at the Annual Meeting and entitled to vote on the subject matter is required for approval.

All votesAbstentions may be specified on all proposals and will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absenceexistence of a quorum forregarding the transaction of business. With regard to Proposal One,item on which the abstention is noted. Abstentions from any vote and broker non-votes andmay have the effect of preventing approval of a proposal where the number of “for” votes, marked “withheld” will not be counted towardsalthough a majority of the tabulation of votes cast, does not constitute a majority of the required quorum.

If a shareholder of record signs and returns a valid proxy but does not provide instructions as to how shares should be voted, then all the shares represented by such proxy will be voted in accordance with the recommendations of the Board on all the proposals described in this Proxy Statement. If a shareholder is a beneficial owner (i.e., a shareholder who holds shares in street name via a broker or bank) and does not give a proxy to the broker or bank with instructions as to how to vote such Proposal. With regardshares, then the broker or bank who is the shareholder of record generally has discretionary authority to Proposals Two, Threevote those shares only in “routine” matters, such as the proposal to ratify our auditors. However, banks and Four, abstentionsbrokers do not have discretionary authority to vote on their clients’ behalf on “non-routine” proposals such as the election of our directors. Therefore, such brokers and banks are not able to vote on a shareholder’s behalf in any director without specific voting instructions from the shareholder. If a shareholder who is a beneficial owner does not give a proxy to the shareholder’s broker or bank with instructions as to how to vote such shares on these “non-routine” proposals, the shares will be considered “broker non-votes” which will be counted towards the tabulationas present for purposes of votes cast on such Proposals and willestablishing a quorum but may have the same effect as negative votes, whereas broker non-votes will nota vote “against” these “non-routine” proposals.

The persons named as attorneys-in-fact in the form of the accompanying proxy, Federico Pignatelli and Frederick Furry, were selected by our Board and are our officers. All properly executed proxies returned in time to be counted for purposes of determining whether such Proposals have been approved.

Proxies

If the enclosed form of Proxy is properly signed and returned to the Company, the shares represented therebyat our annual meeting will be voted by such persons at our annual meeting. If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. Aside from the Annual Meetingelection of the named directors, the proposed amendment to our Restated Certificate of Incorporation, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm, and the advisory votes, our Board knows of no other matter to be presented at our annual meeting. If any other matters should be presented at our annual meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the instructions specified thereon. If the Proxy does not specify how the shares represented thereby are to be voted, the Proxy will be voted FOR the electionjudgment of the directors proposed bypersons named as attorneys-in-fact in the Board unless the authority to vote for the election of such directors is withheld; and, if no contrary instructions are given, the Proxy will be voted FOR the approval of Proposals Two, Three and Four. You may revoke or change your Proxy at any time before the Annual Meeting by filing with the Secretary

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of the Company at the Company’s principal executive offices at 981 Calle Amanecer, San Clemente, California 92673 a notice of revocation or another signed Proxy with a later date. You may also revoke your Proxy by attending the Annual Meeting and voting in person.

proxies.

Solicitation

The CompanyWe will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement,proxy statement, the Proxyproxy and any additional solicitation materials furnished to theour stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their

names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, the Companywe may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The Company may retain a proxy solicitor to assist in the distribution of Proxies and Proxy solicitation materials. Generally, the fee for such services is approximately $15,000 plus expenses. The original solicitation of proxies by mail may be supplemented by a solicitation by telephone, facsimile or other means by our directors, officers or employees of the Company.employees. No additional compensation will be paid to these individuals for any such services. Except as described above, the Company doeswe do not presently intend to solicit proxies other than by mail.

Deadline for Receipt of Stockholder Proposals

Proposals In accordance with Delaware law, a list of stockholders of the Company that are intended to be presented by such stockholders at the Company’s 2006 Annual Meeting of Stockholders must be received no later than January 10, 2006 in order that they may be included in the proxy statement and form of proxy relating to that meeting. In addition, the proxy solicited by the Board of Directors for the 2006 Annual Meeting will confer discretionary authorityentitled to vote on any stockholder proposal presented at thatour annual meeting unlesswill be available at our annual meeting, and for 10 days prior to our annual meeting, at BIOLASE Technology, Inc., 4 Cromwell, Irvine, California 92618 between the Company receives noticehours of such proposal no later than March 26, 2006.

28:00 a.m. and 5:00 p.m. Pacific Time.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL ONE

ELECTION OF DIRECTORS

General

TheOur Board of Directors currently consists of five personsfour directors whose term of office expires at our annual meeting.

On July 17, 2010, Drs. Alexander K. Arrow and Norman J. Nemoy were appointed as Directors of the Annual Meeting. Company. On November��1, 2010, Mr. Gregory E. Lichtwardt was appointed as a Director of the Company.

Our Board, upon the recommendation of the Nomination and Corporate Governance Committee, appointed Mr. Federico Pignatelli as our interim Chief Executive Officer and Executive Chairman on August 27, 2010. On September 30, 2010, Mr. Pignatelli was appointed as our Chairman of the Board and Chief Executive Officer of the Company. Prior to his appointment as Chief Executive Officer, Mr. Pignatelli was our President and Chairman Emeritus of the Board.

The authorized number of directors on the Board is currently fixed at not less than three and not more than nine.

The four nominees to be elected at our annual meeting will serve until the 2006 Annual Meeting2013 annual meeting of Stockholdersstockholders and until their successors have been duly elected and qualified or until their earlier resignation, removal, or death. If this Proposal is approved, the Board will consistAll of five persons.

The Company’s current Board members are also itsour four nominees for the upcoming election of directors.currently serve on our Board. Each of the director nominees has agreed to serve if elected. Management hasWe have no reason to believe that any of the nominees will be unavailable to serve. In the event any of the nominees named hereinAlthough it is unableanticipated that each nominee will be able to serve or declinesas a director, should any nominee become unavailable to serve, at the time of the Annual Meeting, theproxies will be voted for such other person or persons named in the enclosed Proxy will exercise discretionary authority to vote for substitutes.as may be designated by our Board.

TheOur Board, upon recommendation from its Nominating and Corporate Governance Committee, has nominated the persons listed below for re-election to serve as directors for the term beginning at the Annual Meetingour annual meeting of Stockholdersstockholders on November 15, 2005.May 10, 2012. Unless otherwise instructed, the proxy holders will vote the Proxiesproxies received by them FOR the four nominees named below.

Our Nominees/Directors

Nominees for Term Ending Upon the 2006 Annual MeetingThe following table sets forth certain information as of StockholdersMarch 15, 2012 regarding our directors:

Federico Pignatelli, 52, 59, has served as theour Chief Executive Officer since August 2010, and as our Chairman of the Board and Chief Executive Officer since September 2010. Mr. Pignatelli previously served as our Chairman of the Board from 1994 anduntil March 2006, at which point he became our Chairman Emeritus. Mr. Pignatelli has served as our President from January 2008 until June 2010. From November 2007 to January 2008, he served as interim Chief Executive Officer. Mr. Pignatelli has served as a director since 1991. He is the Founder

founder, and has served as President, of Art & Fashion Group since 1992. Art & Fashion Group is a holding company of an array of businesses providing services to the advertising industry, including the world’s largest complex of digital and film still photography studios for production and post-production. Previously, Mr. Pignatelli was a Managing Director at Gruntal & Company, an investment banking and brokerage firm, and was a Managing Director of Ladenburg, Thalmann & Co., anotheralso an investment banking and brokerage firm.

Robert M. Anderton, DDS,Alexander K. Arrow, 68, has served as a director since May 2004. From 1999 to 2001, Dr. Anderton served as the President of the American Dental Association (ADA) as well as holding many official roles with the ADA, including Trustee, LiaisonM.D., CFA, 41, was appointed to the Commissions on Dental Accreditation, Council on Education, Government and Legislative Affairs.Board in July 2010. Dr. AndertonArrow has practiced general dentistry since 1961 and has held several dental society positions, including past Presidentbeen the Chief Financial Officer of the Texas Dental Association and Dallas County Dental Society. At various times, Dr. Anderton has published a number of articles in medical and trade journals, including the Journal of the American Society of Preventive Dentistry and Journal of Modern Dental Practice. Dr. Anderton received his DDS degree from Baylor University—College of Dentistry and his J.D. degree from Southern Methodist University—School of Law.

George V. d’Arbeloff, 60, has served as a director since 1996. Since 2003, Mr. d’Arbeloff has served as Managing Member of Opus Venture Group, LLC, a company dedicated to providing innovative products for television-based home shopping retailers. Since 2000, Mr. d’Arbeloff has served and continues to serve as Chairman of Big Idea Group,Redwood City, California-based Arstasis, Inc., a company that links inventors with other companies buying innovation. From 1996 to 2000, Mr. d’Arbeloff served as Chief Executive Officer of Retail Solutions, Inc., a small early-stage private company. From 1967 to 1996, he served in various executive capacities at Teradyne, Inc., a115-employee cardiology device manufacturer, of testing equipment for the semiconductor and electronics industries, including Vice President of Investor Relations from 1995 to 1996, Vice President and General Manager of the Semiconductor Test Group from 1992 to 1995 and Vice President and General Manager of the Industrial/Consumer Division of the Semiconductor Test Group from 1982 to 1992.

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Robert E. Grant, 36, has served a director and President and Chief Executive Officer since October 2004. He joined the Company in 2003 and served as Chief Operating Officer until 2004.2007. From 2002 to 2003,2007, Dr. Arrow headed medical technology equity research at the global investment bank Lazard, providing research coverage on a wide variety of medical device manufacturers. Dr. Arrow also spent two years as Chief Financial Officer of the Patent & License Exchange, later renamed PLX Systems, Inc., and three years as the publishing life sciences research analyst at Wedbush Morgan Securities. In 1996, Dr. Arrow was a surgical resident at the UCLA Medical Center. Dr. Arrow received his CFA in 1999. He was awarded an M.D. from Harvard Medical School in 1996 and a B.A. in Biophysics,magna cum laude, from Cornell University in 1992.

Gregory E. Lichtwardt, 57, was appointed to the Board in November 2010. Mr. Grant servedLichtwardt is Executive Vice President, Operations, Treasurer, and Chief Financial Officer of Conceptus, Inc. (NASDAQ:CPTS), developer of the Essure^® procedure, a non-surgical permanent birth control procedure. He joined Conceptus in November 2003 as Executive Vice President, Treasurer and General Manager of the Medical Business of LumenisChief Financial Officer and was promoted to his current position in Santa Clara, California. InApril 2008. From 2000 to 2002, he served aswas Executive Vice President, Finance, Chief Financial Officer and General ManagerCorporate Secretary of Innoventry, Inc., a financial services company. From 1993 to 2000, Mr. Lichtwardt was Vice President, Finance, Chief Financial Officer and Treasurer of Ocular Sciences, Inc., a worldwide developer and marketer of soft contact lenses. Prior to his employment with Ocular Sciences, Mr. Lichtwardt, from 1989 to 1993, held senior management positions in various divisions of Allergan, Inc. In addition to these positions, Mr. Lichtwardt has held various financial positions at AST Research, Inc. and at divisions of American Hospital Supply Corporation. He holds a B.B.A. degree from the University of Michigan and M.B.A. degree from Michigan State University.

Norman J. Nemoy,M.D., F.A.C.S., 72, was appointed to the Board in July 2010. Dr. Nemoy is a partner at Tower Urology Medical Group and is on the surgical attending staff at Cedars-Sinai Medical Center. Dr. Nemoy graduated from the University of Illinois, School of Medicine, and obtained his urological training at Stanford University Medical Center in Palo Alto, California. Following his training at Stanford, he had served on the clinical faculty at UCLA School of Medicine. He is a fellow of the SurgicalAmerican College of Surgeons, and Ophthalmic Businessis Board Certified by the American Board of Lumenis. In 2001, Mr. Grant served as Vice PresidentUrology. Dr. Nemoy is an expert in advanced robotic surgery and has been involved in numerous clinical research studies designed to test the safety and clinical effectiveness of new urological drugs and devices.

Recommendation of Our Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE NAMED ABOVE.

CORPORATE GOVERNANCE

Board Role in Risk Oversight

Our Board takes an enterprise-wide approach to risk management that seeks to complement our organizational objectives, strategic objectives, long-term organizational performance and the overall enhancement of shareholder value. Our Board assesses the risks we face on an ongoing basis, including risks that are associated with our financial position, our competitive position, the impact of our operations on our cost structure, our historical reliance on a small number of distributors, and our reliance on single source suppliers for some of our components. Our Board, at each of its meetings, considers these and other risks that we face from time to time. Our Board’s approach to risk management includes developing a detailed understanding of the Surgical Businessrisks we face, analyzing them with the latest information available, and determining the steps that should be taken to manage those risks, with a view toward the appropriate level of risk for a company of our size and financial condition.

Certain committees of the Coherent Medical Group,Board actively manage risk within their given purview and authority. Our Audit Committee, for example, reviews our disclosure controls and our internal controls over financial reporting on a subsidiaryquarterly basis, including our overall risk assessment and our processes and procedures for assessing risks. In addition, our Compensation Committee, in setting performance metrics, creates incentives for our senior executives that encourage an appropriate level of Coherent, Inc.risk-taking that is commensurate with our Company’s short-term and long-term strategies and their attendant risks. Finally, our Quality and Compliance Committee reviews and assists with management’s proper compliance with operational, safety, and regulatory requirements, which by their nature help to minimize risks that relate to our operations, the safety of our employees, and the end-users of our products and their patients.

Board Composition and Qualifications

Each director nominee brings a strong and unique set of skills and background to our Board, and gives our Board as a whole substantial experience and competence in a wide variety of areas, including board of directors service, executive management, medical device, capital equipment, specialty healthcare, consumer products, sales and marketing, international operations, public accounting, corporate finance, risk assessment, and manufacturing. Mr. Pignatelli, who has broad experience in successful business ventures and has a professional background in investment banking, has been with us since 1991 and brings to our Board his years of experience and history with our operations, and the types of issues we face on a recurring basis. Dr. Arrow, through his executive experience with a commercial stage medical device manufacturer, knowledge of the medical technology industry gained in investment banking, and a manufacturermedical educational background, brings a depth of laser equipment that was later acquired by Lumenis. Between 2000 and 2001, he also servedknowledge of our industry. Mr. Lichtwardt, as Vice President of Business Development of the Coherent Medical Group. From 1998 to 2001, Mr. Grant served as the Managing Director of European Operations for the Coherent Medical Group, based in Dieburg, Germany. From 1997 to 1998, he served as Director of Business Development for HGM, Inc., a manufacturer of medical lasers used in ophthalmic, dental and aesthetic applications, which also was later acquired by Lumenis. Before 1997, Mr. Grant held several positions in management at other companiespublic company chief financial officer in the medical device industry.

Jeffrey W. Jones, 47, has servedindustry and prior history as a director since 1998chief financial officer in other industries including eye care, has valuable experience dealing with finance and accounting principles, financial reporting rules and regulations, and evaluating financial results. Dr. Nemoy, an expert in advanced robotic surgery and a frequent participant in clinical studies who is on the attending staff of one of the most preeminent hospitals in the nation, brings to our Board his medical expertise and his perspective as Vice Chairmana user of high technology in the practice of medicine.

Board Leadership Structure

The positions of our principal executive officer and the chairman of our Board are served by one individual, Mr. Federico Pignatelli. Our Board provides oversight of our risk exposure by receiving periodic reports from management regarding matters relating to financial, operational, legal, and strategic risks and mitigation strategies for such risks, currently provided to the Board on a monthly basis. As Mr. Pignatelli is an officer of the Company, he does not serve on the Audit, Compensation, Nominating and Corporate Governance, or Quality and Compliance Committees of the Board. The Board believes that the existing leadership structure of the Board and Chief Technology Officer since October 2004. He served as President and Chief Executive Officer from 1998 to 2004, and as Managing Director of BIOLASE Europe GmbH, a wholly owned subsidiary, from 2001 to 2004. From 1986 to 1998, Mr. Jones served in various executive capacities for a group of privately held companies, includingits Committees is appropriate based on the McMahan Enterprise Group and HGM Medical Laser Systems, a manufacturer of medical lasers used in ophthalmologic, dental and anesthetic applications. At various times during the above-mentioned period, he served as President and Chief Executive Officer of these companies.

Independent Directors

The Board believes that a majoritysize of the Board members should be independent directors. The Board also believes that it is useful and appropriate to have members of management, including the Chief Executive Officer, as directors. TheCompany’s current circumstances.

Director Independence

Our Board has determined that each of Messrs. PignatelliArrow, Nemoy, and d’Arbeloff and Dr. AndertonLichtwardt are independent directors as defined by the listing standards of the NASDAQ Marketplace Rules (“NASDAQ Rules”) and the rules and

regulations of the U.S. Securities and Exchange Commission (“SEC”).

The Committees of the Board currently and throughout 2011 have been comprised solely of independent directors and otherwise meet the applicable qualification requirements of NASDAQ and the SEC. In making its independence determinations, the Board considered the following relationship: Mr. Pignatelli was determined to not be independent based on his service beginning in November 2007 as our interim Chief Executive Officer and based on his service, since January 2008, as our President, and currently as our Chief Executive Officer.

Board Committees and Meetings

TheOur Board of Directors held seven10 regularly scheduled and special meetings and acted by unanimous written consent varioussix times during the year ended December 31, 2004. The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.2011. Each director then in office attended or participated inat least 75% or more of the aggregate of (i) the total number of meetings of theour Board of Directors and (ii) the total number of meetings held by all committees of theour Board on which such director served during 2004. In addition, the2011. Although we have no policy with regard to Board encourages each of the directors to attend themembers’ attendance at our annual meeting of stockholders, it is customary for, and fourwe encourage, all Board members to attend our annual meeting, and we permit attendance by telephone or video conference, if necessary, to mitigate scheduling conflicts. All of the five directorsour Board members standing for reelection attended the 2004our 2011 annual meeting of stockholders.

Our Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Quality and Compliance Committee. Each committee operates pursuant to a written charter that has been approved by our Board. A copy of the current charter for each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Quality and Compliance Committee is available on our website at www.biolase.com.

Audit Committee.The Audit Committee currently consists of three directors, Messrs. d’ArbeloffDrs. Arrow and PignatelliNemoy, and Mr. Lichtwardt, and Dr. Anderton,Arrow serves as its chairman. Our Board has determined that Dr. Arrow qualifies as the “audit committee financial expert” under the SEC rules and is primarily responsible for approvingmeets the services performed byfinancial sophistication requirements of the Company’sNASDAQ rules.

The primary responsibilities of the Audit Committee include, but are not limited to: (i) the appointment, compensation and oversight of the work of our independent auditor andauditor; (ii) reviewing theirthe reports of the independent auditors regarding the Company’sour accounting practices and systems of internal accounting controls. The committee also reviews the Company’scontrols, as applicable; (iii) reviewing our financial reports, itsour accounting and financial policies in general, and management’s procedures and policies with respect to the Company’sour internal accounting controls.controls; and (iv) reviewing the independence qualifications and quality controls of the independent auditor. The Audit Committee held tenseven meetings during 2004 and acted by written consent various times during 2004.

The Board has determined that all members of the Audit Committee are “independent” as that term is defined in the NASDAQ Rules and according to the standards established by the rules and regulations of the SEC. The Board has determined that Mr. d’Arbeloff qualifies as the “audit committee financial expert” under the SEC rules, by means of his experience identified in this Proxy Statement under “Nominees for Term Ending Upon the 2006 Annual Meeting of Stockholders.”

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The Board of Directors adopted and approved a written charter for the Audit Committee. A copy of the Audit Committee Charter is attached to this Proxy Statement asAppendix A.

2011.

Compensation Committee.The Compensation Committee currently consists of three directors, Messrs. PignatelliDrs. Arrow and d’ArbeloffNemoy, and Mr. Lichtwardt, and Dr. Anderton, and is primarily responsible for reviewing and developing the Company’s general compensation policies and making recommendations to the Board of Directors on compensation levels for the Company’s executive officers. The Compensation Committee also reviews and makes recommendations to the Board of Directors on matters relating to employee compensation and benefit plans.Arrow serves as its chairman. Each of the current members of the Compensation Committee qualifies as an independenta “non-employee” director under the NASDAQ Rules and SEC rules and regulations, and as a non-employeean “outside” director under the Internal Revenue code.Code.

The Compensation Committee’s primary responsibilities include, but are not limited to: (i) reviewing and developing our general compensation policies; (ii) reviewing and approving the compensation of our Chief Executive Officer and other executive officers, including salary, bonus, long-term incentive and equity compensation, and any other perquisites or special benefits; (iii) making awards under and acting as administrator of our equity incentive plans; (iv) overseeing administration of our other employee benefit plans; (v) making recommendations to our Board regarding director compensation; and (vi) producing an annual report on executive compensation for inclusion in our annual proxy statement. The charter for the Compensation Committee requires it to meet at least twice annually. The Compensation Committee held one meetingsix meetings during 2004.2011.

For compensation decisions relating to our executive officers other than our Chief Executive Officer, our Compensation Committee also considers the recommendations of our Chief Executive Officer, based on his assessment of each executive officer’s position and responsibilities, experience and tenure, his observations of the executive officer’s performance during the year and his review of competitive pay practices. Our Chief

The Board

Executive Officer does not have a role in determining or recommending director compensation. Our Chief Executive Officer regularly attends Compensation Committee meetings, but abstains from portions of Directors has adopted and approved a written charter formeetings at the Compensation Committee. A copyrequest of other members of the Compensation Committee Charter is attached to this Proxy Statementenable it to freely consider issues related to the compensation of our Chief Executive Officer. The Compensation Committee has the sole authority to retain consultants and advisors asAppendix B. it may deem appropriate in its discretion, and the Compensation Committee has the sole authority to approve related fees and other retention terms.

Secondary Stock Option Committee.The Secondary Stock Option Committee currently consists of our Chief Executive Officer and Chief Financial Officer. In September 2003 and as further modified in May 2006, May 2009 and March 2011, our Board granted our Chief Executive Officer and Chief Financial Officer joint authority to make discretionary option grants to new employees, other than executive officers and Board members, subject to a limitation of 5,000 shares (12,000 shares effective March 2011), per individual employee grant and compliance with the express terms and conditions of our 2002 Stock Incentive Plan. Grants to employees that exceed 5,000 shares (12,000 shares effective March 2011) are first reviewed with the Board or the Compensation Committee. The Chief Executive Officer must review these grants at least semiannually with the Compensation Committee. In addition, all such options must have an exercise price not less than the closing sale price of our common stock on the date of grant. The Secondary Stock Option Committee granted options to purchase an aggregate of 418,000 shares of our common stock in 2011.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee currently consists of three directors, Messrs. PignatelliDrs. Arrow and d’ArbeloffNemoy, and Mr. Lichtwardt, and Dr. Anderton, and is primarily responsible for recommending to the Board of Directors criteria for membership on the Board of Directors, identifying individuals qualified to serve on the Board of Directors and recommending individuals for selection by the Board of DirectorsNemoy serves as director nominees for election at each annual meeting of the Company’s stockholders.its chairman. The Nominating and Corporate Governance Committee is also responsible for, among other things: (i) identifying individuals who are qualified to be members of our Board and selecting or recommending that our Board select the nominees for directorships; (ii) to the extent deemed appropriate by the committee, developing and recommending to theour Board a set of Directors corporate governance guidelinesprinciples applicable to us; (iii) establishing the Company. The Nominatingcriteria and Corporate Governance Committee has a policy that it will reviewprocedures for selecting new directors; (iv) overseeing the process for evaluating our Board and evaluatemanagement; and (v) reviewing and reassessing, at least annually, the qualifications of any director candidates who have been recommended by stockholders of the Company. A stockholder who wishes to suggest a prospective nominee for the Board should notify any memberadequacy of the Nominating and Corporate Governance Committee, in writing with any supporting materialincluding the stockholder considers appropriate. Eachcompliance of the members of the Nominating and Corporate Governance Committee qualifies as an independent director under the NASDAQ Rules and the SEC rules and regulations.committee with its charter. The Nominating and Corporate Governance Committee held two meetings during 2004.2011.

The Nominating and Corporate Governance Committee considers candidates for membership to our Board of Directors has adoptedsuggested by its members and approvedour other Board members, as well as by our management and stockholders. The Nominating and Corporate Governance Committee may also retain a written charter forthird-party executive search firm to identify candidates. All recommendations submitted by stockholders should be submitted to the Nominating and Corporate Governance Committee. A copyCommittee to the attention of the Corporate Secretary. The stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes this candidate is qualified for service on our Board. The stockholder must also provide such other information about the candidate that would be required by the SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder must also submit proof of stockholdings in the Company. All communications are to be directed to the Chairperson of the Nominating and Corporate Governance Committee, Charter is attached to this Proxy Statement asAppendix C.

Compensation Committee Interlocks and Insider Participation

During 2004, the Compensation Committee consisted of Messrs. Pignatelli and d’Arbeloff and Dr. Anderton. No memberattention of the CompensationCorporate Secretary, Biolase Technology, Inc., 4 Cromwell, Irvine, California 92618.

The Nominating and Corporate Governance Committee was an officer or employeefocuses on the following criteria in determining whether a candidate is qualified to serve on our Board: (i) roles and contributions valuable to the business community; (ii) personal qualities of leadership, character and judgment, and whether the candidate possesses and maintains a reputation in the community at anylarge of integrity, trust, respect, competence and adherence to high ethical standards; (iii) relevant knowledge and diversity of the candidate’s background and experience in areas such as business, finance and accounting, marketing, international business and other similar areas; (iv) whether the candidate has the time duringrequired for preparation, participation and attendance at meetings; and (v) requirements relating to Board and Board committee composition under applicable law and NASDAQ Rules. The Nominating and Corporate Governance Committee, and our Board, may also consider the 2004 fiscal year oroverall diversity of our Board when making a determination on qualification for service on our Board, to ensure that the Board is able to represent the best interests of all of our stockholders, and to encourage innovative solutions and

viewpoints by considering background, education, experience, business specialization, technical skills, as well as other factors of a particular candidate, as compared to composition of our Board at any othera given time. The Nominating and Corporate Governance Committee applies the same criteria to nominees recommended by stockholders as to new candidates recommended by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee reviews each existing director whose term is set to expire and considers the following in determining whether to recommend the re-election of that director: (i) occupation or business association changes; and (ii) whether circumstances have arisen that may raise questions about a director’s continuing qualifications in relation to our Board’s membership criteria.

Quality and Compliance Committee.The Quality and Compliance Committee currently consists of Drs. Arrow and Nemoy, Mr. Lichtwardt, and Mr. Lichtwardt serves as its chairman.

The primary responsibilities of the Quality and Compliance Committee include, but are not limited to: (i) assisting the Board of Directors as a whole, including the Chief Executive Officer, made all compensation decisionsin carrying out its oversight responsibility with respect to quality and compliance issues; (ii) overseeing management’s efforts to adopt and implement policies and procedures that require the executive officersCompany and its employees to deliver high quality services in compliance with high ethical and legal standards; and (iii) ensuring compliance with operational, health, safety, and regulatory requirements and best practices. The Quality and Compliance Committee held two meetings during 2004. No current executive officer has ever served as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Board of Directors or Compensation Committee.2011.

Stockholder Communications

Any stockholder who wishes to communicate with theour Board may send his or her communication in writing to: Robert E. Grant, President, Chief Executive Officer and Board member,Corporate Secretary, BIOLASE Technology, Inc., 981 Calle Amanecer, San Clemente,4 Cromwell, Irvine, California 92673.92618. The communication must include the stockholder’s name, address and an indication that the person is a stockholder of the Company. Mr. Grantour stockholder. The Corporate Secretary will review any

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communications received from stockholders, and all material communications from stockholders will be forwarded to the appropriate director or directors, or committee of theour Board, based on the subject matter.

Section 16(a) Beneficial Ownership Reporting Compliance

The members of our Board, the executive officers and beneficial holders of more than ten percent of the outstanding shares of our common stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 which requires them to file reports with respect to their ownership of our securities. Based solely upon the copies of Section 16(a) reports which we received from such persons for their 2011 fiscal year transactions in our common stock and their common stock holdings, we believe that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by our directors, executive officers and greater than ten percent beneficial owners.

Director Compensation

Non-employeeThe following table sets forth all compensation earned or paid to our directors did not receive any cash compensation fromduring the Company for their service as members of the Board of Directors or any Board committee in 2004. However, directors are reimbursed for all reasonable travelyear ended December 31, 2011. Mr. Pignatelli, our Chief Executive Officer, President, and lodging expenses incurred by them in attending Board and committee meetings. As Chairman of the Board did not receive additional compensation for his services as a director.

Director Compensation Table

$2,500 per year. The chairmen of the Nominating and Corporate Governance Committee and Quality and Compliance Committees are paid an additional fee of $3,000 per year and committee members are paid an additional $1,500 per year. In addition, non-employee directors are automatically granted options to acquire 20,000 shares of our common stock on our annual meeting date. Directors are reimbursed for reasonable travel and lodging expenses incurred by them in attending Board and committee meetings.

The following table sets forth the aggregate grant date fair value of each stock option grant awarded to our non-employee directors in 2011 and 2010.

The grant date fair value of the grant of options to purchase 20,000 shares of our common stock to each of Dr. Anderton and Messrs. d’Arbeloff, Waller, and Largent on May 5, 2010 was $1.25 per share. The estimated grant date fair value for the May 5, 2010 option grants was determined using the Black-Scholes option valuation model with the following assumptions: market price of $1.90, exercise price of $1.90, expected volatility of 83.3%, risk free interest rate of 2.31%, expected option life of five years, and an expected dividend yield of 0%.

The grant date fair value for the July 19, 2010 option grant to Drs. Arrow and Nemoy was $0.78, as determined using the Black-Scholes option valuation model with the following assumptions: market price of $1.15, exercise price of $1.15, expected volatility of 90.6%, risk free interest rate of 1.73%, expected option life of five years, and an expected dividend yield of 0%.

The grant date fair value for the November 1, 2010 option grant to Mr. Pignatelli receives a quarterly paymentLichtwardt was $1.31 as determined using the Black-Scholes option valuation model with the following assumptions: market price of $7,500 which approximates his actual expenses incurred in connection$1.93, exercise

price of $1.93, expected volatility of 92.3%, risk free interest rate of 1.7%, expected option life of five years, and an expected dividend yield of 0%.

The grant date fair value for the November 4, 2010 option grant to Drs. Arrow and Nemoy was $1.20, also determined using the Black-Scholes option valuation model with his servicethe following assumptions: market price of $1.77, exercise price of $1.77, expected volatility of 92.3%, risk free interest rate of 1.04%, expected option life of five years, and an expected dividend yield of 0%.

The grant date fair value for the May 5, 2011 option grant to Drs. Arrow and Nemoy and Mr. Lichtwardt was $3.84, also determined using the Black-Scholes option valuation model with the following assumptions: market price of $5.34, exercise price of $5.34, expected volatility of 106.9%, risk free interest rate of 1.81%, expected option life of four years, and an expected dividend yield of 0%.

Effective as of the 2010 annual meeting, the Board, based on the Company’s Boardrecommendation of Directors. In addition, in June 2005, the BoardCompensation Committee, increased the number of Directors resolvedoptions granted automatically to make a one-time payment of $90,000 to Mr. d’Arbeloff in connection with his service as Audit Committee chair and the extraordinary efforts he contributed in connection with the 2004 fiscal year-end audit.

Under the automatic option grant program in effect under the 2002 Stock Incentive Plan, each individual who is elected to theour Board as a non-employee director at an annual meeting of stockholders or at a special meeting at whichto an option to purchase 20,000 shares of our common stock. In addition, the Board modified the calculation for options granted automatically to newly appointed non-employee directors are elected, automatically is granted, onto the number of shares equal to the sum of (a) 20,000 and (b) the product of (i) 1,250 and (ii) one plus the number of whole calendar months that will have elapsed between the date of such election, a non-statutoryappointment to the Board and the anticipated date of the next annual meeting of stockholders.

Each annual option to purchase 30,000 shares of Common Stock. Each optiongrant vests at a rate of 7,500 shares per quarter,over one year in equal quarterly increments, with the first vesting date occurring three months after the date of grant. Ifgrant, except in the case of initial option grants for non-employee directors, which vest in monthly installments upon the non-employee director’s completion of each month of service as a non-employee director measured from the option grant date. Vesting is accelerated in full if certain changes in control or ownership occur or if the optionee dies or becomes disabled while serving as a director for the first time on a date other than the date of a meeting at which all directors are elected, he or she automatically is granted a non-statutorydirector. Each option to purchase the number of shares equal to (a) 2,500 multiplied by (b) the difference between 12 and the number of months since the last meeting at which directors were elected, vesting at a rate of 2,500 shares per month.

Each automatic grant under the 2002 Stock Incentive Plan has an exercise price per share equal to the fair market value per shareclosing sale price of Common Stockour common stock on the grant date and has a maximum term of ten years, subject to earlier termination 12 months afteron the datefirst anniversary of the optionee’sdirector’s cessation of our Board service for any reason. Each automatic option is immediately exercisable for all of the option shares.shares and the director would receive unvested shares for each unvested option exercised. However, any unvested shares purchased under such option are subject to repurchase by the Company,us, at the lower of the exercise price paid per share or the fair market value per share (determined at the time of repurchase), should the optioneedirector cease Board service prior to vesting of those shares. The shares subject to each initial option grant and each annual option grant will immediately vest in full if certain changes in control or ownership occur or if the optionee dies or becomes disabled while serving as a director.

Under the automatic option grant program, Messrs. Pignatelli and d’Arbeloff and Dr. Anderton each received an automatic option grant on May 26, 2004 to purchase 30,000 shares of Common Stock at an exercise price of $11.96 per share.

Required Vote

The five nominees receiving the highest number of affirmative votes of the outstanding shares of Common Stock present or represented by proxy and entitled to be voted for them shall be elected as directors. Broker non-votes and votes marked “withheld” will not be counted towards the tabulations of votes cast for the election of directors. Each Proxy cannot be voted for a greater number of persons than five.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the election of the nominees listed above.

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PROPOSAL TWO

RATIFICATION OF FORM OF INDEMNIFICATION AGREEMENT

General

The Board has directed the submission to a vote of the stockholders of a Proposal to ratify the form of indemnification agreement which may be made between the Company and its present and future directors, officers and key employees, as may be determined from time to time by the Board, in substantially the form attached to this Proxy Statement asAppendix D. The Board of Directors approved, and the Company entered into, such indemnification agreements with its directors, officers and certain key employees (the “Indemnified Parties”) on July 26, 2005. Pursuant to the terms and conditions of the indemnification agreements, the Indemnified Parties are indemnified by the Company against certain liabilities arising out of their service to the Company.

Prior to entry into these indemnification agreements, the Company did not have indemnification agreements with its directors and officers, except pursuant to the provisions contained in the employment agreements of Messrs. Grant, Hohener, and Jones. The Board believes that such agreements should be adopted for all directors and officers in response to the increasing hazard, and related expense, of unfounded litigation directed against directors and officers, the difficulty of obtaining broad directors’ and officers’ liability insurance and significant limitations in amounts and breadth of coverage, dramatic increases in premiums for that coverage, and the potential inability to continue to attract and retain qualified directors and executive officers in light of these circumstances.

Although neither stockholder approval nor ratification of the form of indemnification agreement is required by law, the Board believes it is appropriate to submit the form of indemnification agreement to the Company’s stockholders for ratification because the members of the Board are parties to, and the beneficiaries of, the rights contained in the indemnification agreements.

The Board believes the indemnification agreements serve the best interests of the Company and its stockholders by strengthening its ability to attract and retain the services of knowledgeable and experienced persons as directors and officers who, through their efforts and expertise, can make a significant contribution to the Company’s success. The indemnification agreements are intended to complement the indemnity protection available under applicable law, the Company’s certificate of incorporation and bylaws and any policies of insurance it may maintain.

In the event the stockholders fail to ratify the form of indemnification agreement, the Board will consider whether or not to seek a modification or termination of the agreements. Even if the form of indemnification agreement is ratified, the Board of Directors in its discretion may amend the indemnification agreements at any future time if the Board believes that such an amendment would be in the best interests of the Company and its stockholders.

Delaware Law

Under the Delaware General Corporation Law (“DGCL”), a Delaware corporation is obligated to indemnify officers and directors in connection with liabilities arising from legal proceedings resulting from that person’s service to the corporation in certain circumstances. A Delaware corporation may also voluntarily undertake to indemnify certain persons acting on its behalf in certain circumstances.

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Summary of Indemnification Agreements

Under the indemnification agreements, the Company agrees to indemnify its directors, officers and agents, or Indemnified Parties, to the fullest extent permitted by law against all expenses and liabilities actually and reasonably incurred by reason of such Indemnified Party becoming, or being threatened to be made, a party to any action, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative, investigative or other. Such expenses will be advanced by the Company upon written request by an Indemnified Party.

The Company has no obligation to provide indemnification if the party selected by the Board of Directors (such party being either the stockholders, a majority of disinterested directors, independent legal counsel or a panel of arbitrators) to review the Indemnified Party’s request for indemnification (the “Reviewing Party”) determines that the Indemnified Party would not be permitted to be indemnified. Additionally, if the Company has advanced expenses to the Indemnified Party and the Reviewing Party subsequently determines the Indemnified Party is not permitted to be indemnified under applicable law, the advanced expenses must be reimbursed by the Indemnified Party to the Company.

If an Indemnified Party is successful on the merits of an action, the Company is required to indemnify such Indemnified Party against all expenses and liabilities incurred in connection with such action. An Indemnified Party must notify the Company in writing, as soon as practicable, of any claim made against him or her for which indemnification will or could be sought.

To secure the Company’s obligations to indemnify and advance expenses to the Indemnified Parties in the event of a change of control, the Company will secure a surety bond in the amount of not less than $1.0 million, upon which an Indemnified Party may from time to time file a claim for payment. If there is a change in control of the Company (other than a change in control approved by a majority of the Board of Directors who were directors immediately prior to the change in control), then independent legal counsel will act as the Reviewing Party to determine whether the Indemnified Party is entitled to indemnification. The Company agrees to pay the reasonable fees of any independent legal counsel or arbitrators retained to make a determination of entitlement to indemnification pursuant to the indemnification agreement.

The termination of any claim by judgment, order, settlement, conviction, or plea ofnolo contendere, or its equivalent, does not affect the presumption that an Indemnified Party is entitled to indemnification under the indemnification agreement, and the Company shall have the burden of proof to overcome that presumption. Additionally, if the Company is obligated to pay the expenses of any claim, the Company may assume the defense of such claim with counsel approved by such Indemnified Party upon the delivery to such Indemnified Party of written notice of the Company’s election to do so.

The Company shall not be obligated under the indemnification agreement: (i) to make any payment in connection with any claim against an Indemnified Party to the extent such party has otherwise actually received

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payment (under any insurance policy or otherwise) of the amounts indemnifiable under the indemnification agreement; (ii) to indemnify an Indemnified Party for liabilities in connection with a proceeding settled without the Company’s consent; (iii) to indemnify an Indemnified Party for expenses and the payment of profits arising from the purchase and sale by such Indemnified Party of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, or any similar state statute; or (iv) to indemnify an Indemnified Party for acts, omissions or transactions from which such Indemnified Party may not be relieved of liability under applicable law.

The Company agrees to use all reasonable efforts to maintain one or more policies of directors’ and officers’ liability insurance for such period of time as the Indemnified Party shall consent to serve as a director, officer or agent of the Company, as thereafter for so long as the Indemnified Party is subject to any possible proceeding.

The indemnification agreement is governed by Delaware law.

Indemnification for Liabilities Under the Securities Act of 1933

The Securities and Exchange Commission has expressed its opinion that indemnification of directors, officers and controlling persons of the Company against liabilities arising under the Securities Act of 1993, (the “Act”), is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director or officer of the Company in the successful defense of the action, suit or proceeding) is asserted by the director or officer in connection with securities which may have been registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Required Vote

The affirmative vote of at least a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting and entitled to vote on this matter is required for approval of the Proposal to ratify the form of indemnification agreement. Abstentions will be counted towards the tabulation of votes cast on this Proposal and will have the same effect as negative votes. Broker non-votes will not be counted for purposes of determining whether this Proposal has been approved.

Recommendation of the Board of Directors

The Board of Directors believes that the indemnification agreement serves the best interests of the Company and its stockholders by strengthening its ability to attract and retain the services of knowledgeable and experienced persons as directors and officers who, through their efforts and expertise, can make a significant contribution to the Company’s success.

The Board of Directors recommends a vote FOR approval of the Proposal to ratify the form of Indemnification Agreement.

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PROPOSAL THREE

APPROVAL OF AMENDMENT TO THE

BIOLASE TECHNOLOGY, INC. 2002 STOCK INCENTIVE PLAN

General

The stockholders are being asked to vote on an amendment to the Company’s 2002 Stock Incentive Plan (the “2002 Plan”) which was approved by the Board of Directors on September 19, 2005, subject to stockholder approval. The effect of the amendment is to increase the number of shares of Common Stock available for issuance under the 2002 Plan by an additional 950,000 to a total of 4,950,000. The number of shares of Common Stock subject to the 2002 Plan is being increased to provide for awards in future years. The Company intends to award grants to directors, officers and employees in order to provide incentives to such individuals to focus on critical long-range objectives of the Company and to encourage the attraction and retention of such individuals.

Background of the 2002 Plan

The 2002 Plan was approved by the Company’s stockholders on May 23, 2002. The 2002 Plan originally reserved 3,000,000 shares of Common Stock for issuance as stock awards or upon exercise of options granted pursuant to the 2002 Plan and included options outstanding under the predecessor 1998 Stock Option Plan which were transferred to the 2002 Plan. The 2002 Plan was amended in 2004 to increase the shares reserved by an additional 1,000,000 shares, bringing the current total shares of Common Stock reserved for issuance to 4,000,000.

The 2002 Plan is designed to serve as a comprehensive equity incentive program to attract and retain the services of individuals essential to the Company’s long-term growth and financial success. Accordingly, the Company’s officers and other employees, the non-employee directors and independent contractors have the opportunity to acquire a meaningful equity interest in the Company through their participation in the 2002 Plan.

Shares Subject to the 2002 Plan

As of September 15, 2005, options awarded pursuant to the 2002 Plan for 3,425,952 shares of Common Stock are outstanding and 142,856 shares remain available for issuance. These options were issued at fair market value of the Common Stock on the date of grant. Options expire following termination of the optionee’s service between 90 days and 12 months following termination service and have an exercise term not to exceed ten years from the date of grant. The market value of the securities underlying the options as of September 15, 2005 was $6.05 per share of Common Stock. If the entire amount of 3,568,808 shares that have been authorized under the 2002 Plan were issued thereunder, such shares would constitute 15.4% of the Common Stock outstanding as of September 15, 2005.

The Company plans to file an S-8 Registration Statement to register the additional 950,000 shares being reserved under the 2002 Plan.

Description of the Plan

Both the Board of Directors and the Compensation Committee have the authority to act as the plan administrator of the discretionary option grant and stock issuance programs with respect to option grants and stock issuances made to the Company’s executive officers and non-employee directors and also have the authority to make option grants and stock issuances under those programs to all other eligible individuals. The Board of Directors may at any time appoint a secondary committee comprised of one or more directors to have concurrent authority to make option grants and stock issuances under those two programs to individuals other than executive officers and non-employee directors. All grants under that program will be made in strict

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compliance with the express provisions of such program. Options granted under the 2002 Plan may be “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified options.

The 2002 Plan consists of three equity incentive programs: (1) the discretionary option grant program, (2) the stock issuance program, and (3) the automatic option grant program for the Company’s non-employee directors. The principal features of each program are described below.

Discretionary Option Grant Program

The plan administrator has complete discretion under the discretionary option grant program to determine which eligible individuals are to receive option grants, the time or times when those grants are to be made, the number of shares subject to each such grant, the status of any granted option as either an incentive stock option or a non-statutory option under the federal tax laws, the vesting schedule (if any) to be in effect for the option grant and the maximum term for which any granted option is to remain outstanding.

Each granted option will have an exercise price per share determined by the plan administrator. No granted option will have a term in excess of ten years. The shares subject to each option will generally vest in one or more installments over a specified period of service measured from the grant date.

Stock Issuance Program

Shares may be issued under the stock issuance program at a price per share determined by the plan administrator, payable in cash or for past services rendered to the Company. Shares may also be issued as a bonus for past services without any cash outlay required of the recipient. Shares of Common Stock may also be issued under the program pursuant to share right awards that entitle the recipients to receive those shares upon the attainment of designated performance goals. The plan administrator has complete discretion under the program to determine which eligible individuals are to receive such stock issuances or share right awards, the time or times when those issuances or awards are to be made, the number of shares subject to each such issuance or award and the vesting schedule to be in effect for the stock issuance or share rights award.

Automatic Option Grant Program

Under the automatic option grant program, eligible non-employee members of the Board of Directors will receive a series of option grants over their period of Board service. Each individual who is elected to the Board as a non-employee director, at an annual meeting of stockholders or at a special meeting at which directors are elected, automatically will be granted, on the date of such election, a non-statutory option to purchase 30,000 shares of Common Stock. Each option will vest at a rate of 7,500 shares per quarter, with the first vesting date occurring three months after the date of grant. If a non-employee director becomes a member of the Board of Directors for the first time on a date other than the date of a meeting at which all directors are elected, he or she will automatically be granted a non-statutory option to purchase the number of shares equal to (a) 2,500 multiplied by (b) the difference between 12 and the number of months since the last meeting at which directors were elected. This option will vest at a rate of 2,500 shares per month.

Exercise Provisions, Amendment and Termination of the 2002 Plan

Upon cessation of service, the optionee will have a limited period of time in which to exercise his or her outstanding options to the extent exercisable for vested shares. The plan administrator has complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability or vesting of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.

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The Board of Directors may amend or modify the 2002 Plan at any time, subject to any required stockholder approval pursuant to applicable laws and regulations and the NASDAQ Rules.

Unless sooner terminated by the Board of Directors, the 2002 Plan will terminate on April 16, 2012.

Options Granted Under the 2002 Plan

Because option grants under the 2002 Plan are subject to the discretion of the plan administrator, awards under the 2002 Plan that will be made for the upcoming year are undeterminable. Future option exercise prices under the 2002 Plan are also indeterminable because they will be based upon the fair market value of the Common Stock on the date of grant. As of September 15, 2005, the following persons or groups had in total, received options to purchase shares of Common Stock under the 2002 Plan, each of which had an exercise price per share equal to the fair market value on the date of grant, as follows:

Certain Federal Income Tax Consequences

Incentive stock options granted under the 2002 Plan will be afforded favorable federal income tax treatment under the Code. If an option is treated as an incentive stock option, the optionee will recognize no income upon grant or exercise of the option unless the alternative minimum tax rules apply. Upon an optionee’s sale of the

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shares (assuming that the sale occurs more than two years after grant of the option and more than one year after exercise of the option), any gain will be taxed to the optionee as long term capital gain. If the optionee disposes of the shares prior to the expiration of the above holding periods, then the optionee will recognize ordinary income in an amount generally measured as the difference between the exercise price and the lower of the fair market value of the shares at the exercise date or the sale price of the shares. Any gain recognized on such a premature sale of the shares in excess of the amount treated as ordinary income will be characterized as capital gain.

All other options granted under the 2002 Plan will be non-statutory stock options and will not qualify for any special tax benefits to the optionee. An optionee will not recognize any taxable income at the time he or she is granted a non-statutory stock option. However, upon exercise of the non-statutory stock option, the optionee will recognize ordinary income for federal income tax purposes in an amount generally measured as the excess of the then fair market value of each share over its exercise price. Upon an optionee’s resale of such shares, any difference between the sale price and the fair market value of such shares on the date of exercise will be treated as capital gain or loss and will generally qualify for long term capital gain or loss treatment if the shares have been held for more than one year. The Code provides for reduced tax rates for long term capital gains based on the taxpayer’s income and the length of the taxpayer’s holding period.

The recipient of a restricted share award will generally recognize ordinary compensation income when such shares are no longer subject to a substantial risk of forfeiture, based on the excess of the value of the shares at that time over the price, if any, paid for such shares. However, if the recipient makes a timely election under the Code to be subject to tax upon the receipt of the shares, the recipient will recognize ordinary compensation income at that time equal to the fair market value of the shares over the price paid, if any, and no further ordinary compensation income will be recognized when the shares vest.

The Company is generally entitled to a deduction for Federal income tax purposes equal to the amount of ordinary compensation income recognized by the recipient of an option or restricted share award at the time such income is recognized.

The foregoing does not purport to be a complete summary of the federal income tax considerations that may be relevant to holders of options or restricted shares, or to the Company. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which an optionee may reside, nor does it reflect the tax consequences of an optionee’s death.

Required Vote

The affirmative vote of at least a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting and entitled to vote on this matter is required for approval of the amendment of the 2002 Plan, and the amendment will become effective immediately upon approval. Abstentions will be counted towards the tabulation of votes cast on this Proposal and will have the same effect as negative votes. Broker non-votes will not be counted for purposes of determining whether this Proposal has been approved.

Recommendation of the Board of Directors

The Board of Directors deems this Proposal to be in the best interests of the Company and its stockholders and recommends a vote FOR approval of the amendment to the 2002 Plan.

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PROPOSAL FOUR

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Current Accountants

On August 8, 2005 the Audit Committee and the Board of Directors selected the firm of BDO Seidman, LLP (“BDO”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005, and the Board is asking the stockholders to ratify this appointment. Stockholder ratification of such selection is not required by the Company’s bylaws or other applicable legal requirement. However, the Board of Directors is submitting the selection of BDO to the stockholders for ratification as a matter of good corporate governance. In the event the stockholders fail to ratify the selection, the Audit Committee and the Board of Directors will reconsider whether or not to retain that firm for the 2006 fiscal year. Even if the selection is ratified, the Board of Directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors believes that such a change would be in the best interests of the Company and its stockholders.

A representative of BDO is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

Former Accountants

On August 3, 2005, the Company dismissed PricewaterhouseCoopers LLP (“PWC”) as the Company’s independent registered public accounting firm. The Company’s Audit Committee approved the decision to dismiss its independent registered public accounting firm. A representative of PWC is not expected to be at the Annual Meeting.

The reports of PWC on the Company’s financial statements as of and for the fiscal years ended December 31, 2004 and 2003 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2004 and 2003 and the subsequent interim period, there were two disagreements with PWC on matters regarding accounting principles and practices, financial statement disclosure, or auditing scope or procedure, which disagreements, although ultimately resolved to the satisfaction of PWC, were reportable events as described in Item 304(a)(1)(iv) of Regulation S-K promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended. There was a disagreement during the year ended December 31, 2003 related to revenue recognition. There was a disagreement during the year ended December 31, 2004 related to the accounting for penalties and interest on sales tax. The Company’s Audit Committee has discussed the foregoing disagreements with PWC and has authorized PWC to respond fully to BDO concerning these disagreements. Except for the disagreements noted above, there were no disagreements with PWC on the matters noted above for the fiscal years ended December 31, 2004 and 2003 and through the subsequent interim period that would have caused PWC to make reference thereto in their reports on the Company’s financial statements for such years if such matters were not resolved to the satisfaction of PWC.

The Company refers to Item 9A of its Form 10-K for the fiscal year ended December 31, 2004 which was filed with the SEC on July 19, 2005 with respect to the eleven material weaknesses in the Company’s internal control over financial reporting, which is incorporated herein by reference. The Company refers to Item 9A of its Form 10-K for the fiscal year ended December 31, 2003, which was filed with the SEC on March 3, 2004 with respect to the material weakness in the Company’s internal control over financial reporting, which is incorporated herein by reference. Except for the material weaknesses noted above, there were no other reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) for the fiscal years ended December 31, 2004 and 2003 and through August 3, 2005.

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The Company provided PWC with a copy of the disclosure it proposed to make in a current report on Form 8-K, as required under the federal securities laws, and requested that PWC furnish a letter addressed to the SEC stating whether that firm agreed with the statements by the Company and, if not, stating the respects in which it did not agree. A copy of PWC’s letter was filed as an exhibit to the Company’s Form 8-K reporting the change in its auditors.

During the Company’s two most recent fiscal years and the subsequent interim period, the Company did not consult with BDO with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events listed in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Fees Billed by PricewaterhouseCoopers LLP during 2004 and 2003

The following table presents fees billed to the Company for professional services rendered by PWC for the fiscal years ended December 31, 2004 and 2003.

Determination of Independence

The Company’s Audit Committee has determined that the fees received by PWC for the non-audit related services listed above were compatible with maintaining the independence of PWC.

Pre-Approval Policy and Procedures

According to policies adopted by the Audit Committee and ratified by the Company’s Board of Directors, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by the Company’s independent registered public accounting firm must be pre-approved by the Audit Committee. This policy generally provides that the Company will not engage its independent registered public

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accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent registered public accounting firm during the next 12 months. Any such pre-approval will be detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

All fees paid to PWC were for services pre-approved by the Audit Committee.

Required Vote

The affirmative vote of the holders of a majority of the shares present or represented and entitled to vote at the meeting is being sought to ratify the selection of BDO as the Company’s independent registered public accounting firm for the year ending December 31, 2005. Abstentions will be counted towards the tabulations of votes cast on this Proposal and will have the same effect as negative votes. Broker non-votes will not be counted for purposes of determining whether this Proposal has been approved.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the ratification of the selection of BDO Seidman, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2005.

OTHER MATTERS

The Company knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the shares they represent as the Board of Directors may recommend. Discretionary authority with respect to such other matters is granted by the execution of the enclosed Proxy.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownershipnumber of shares underlying outstanding stock options (vested and unvested) held by each of the Company’s Common Stock as of September 15, 2005 by (i) any stockholder known to the Company who beneficially owns more than five percent (5%) of the outstanding Common Stock, (ii) each director and nominee for director, (iii) each named executive officer shown in the Cash Compensation Table and (iv) the currentour non-employee directors and executive officers as a group. Options shown in the table were granted pursuant to the 2002 Stock Option Plan, 1993 Stock Option Plan or 1990 Stock Option Plan and represent the shares issuable upon exercise of outstanding options, now exercisable or exercisable within sixty (60) days of September 15, 2005. Except as otherwise indicated, the address for each beneficial owner listed below is care of BIOLASE Technology, Inc., 981 Calle Amanecer, San Clemente, California 92673. Except as indicated in the footnotes to this table, the persons or entities named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws, where applicable. Percentage ownership is calculated pursuant to SEC Rule 13d-3(d)(1) and is based on 23,246,536 shares of Common Stock outstanding at September 15, 2005, and excludes shares reserved for 81,037 unexercised warrants.

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Equity Incentive Plans

The Company maintains various equity incentive plans designed to attract and retain the services of individuals essential to its long-term growth and success. These plans consist of the 1990 Stock Option Plan, 1993 Stock Option Plan and 2002 Stock Incentive Plan, as amended (the “2002 Plan”). The 1990 Stock Option Plan and 1993 Stock Option Plan have terminated pursuant to their terms. No new option grants may be issued under the 1990 Stock Option Plan or 1993 Stock Option Plan.

The following table provides information as of December 31, 2004 and September 15, 2005 with respect to the2011. Our directors did not hold any unvested shares of Common Stock that may be issued under existing equity compensation plans.

The 1990 Stock Option Plan (the “1990 Plan”) was implemented by the Board on December 15, 1990. The 1990 Plan is a non-stockholder-approved plan under which options were authorized to be granted to directors, officers or employees. The Board authorized 150,000 shares of Common Stock for issuance under the 1990 Plan. Options under this plan were granted with an exercise price per share equal to the fair market value per share of Common Stock on the grant date and vested in installments during the optionee’s period of service with us. The plan administrator (either the Board or a Board committee) may cause options to vest on an accelerated basis in the event the Company is acquired and those options are not assumed or replaced by the acquiring entity. Each option has a maximum term (not to exceed 10 years) set by the plan administrator at the time of grant, subject to earlier termination following the optionee’s termination.

For a description of the 2002 Plan, see the discussion above under “Proposal Three – Approval of Amendment to the BIOLASE Technology, Inc. 2002 Stock Incentive Plan.”

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

Directors and Executive Officers of the Company

The following table sets forth certain information regarding our current directors and executive officers:31, 2011.

EXECUTIVE COMPENSATION

Our Executive Officers

The following table sets forth certain information regarding our executive officers as of March 15, 2012:

In 2011, the following changes occurred within our executive officer team:

The following is a brief description of the present

The executive officers are electedappointed by theour Board of Directors on an annual basis and serve at the discretion of theour Board, subject to the terms of any employment agreement with the Company, until their successors have been duly elected and qualified orus, until their earlier resignation or removal. There are no family relationships among any of the directors or executive officers. The biographiesfollowing is a brief description of Messrs.the present and past business experience of Mr. Furry. The biography of Mr. Pignatelli d’Arbeloff, Jones and Grant and Dr. Anderton appearappears earlier in this Proxy Statement under “Proposal One—One — Election of Directors.”

John W. HohenerMr. Furry, joined the Company in November 200444, has served as Executive Vice President,our Chief Financial Officer since November 2010 and Secretary. Priorour Chief Operating Officer since October 2011. Mr. Furry is a certified public accountant (inactive) and has significant experience working with manufacturing and high technology companies for more than 18 years with public accounting firms, including PricewaterhouseCoopers LLP. From July 2004 to joining the Company,December 2009, Mr. HohenerFurry served as Chief Financial Officeran audit partner of Netlist, Inc., a manufacturer and designerWindes & McClaughry. He holds an M.B.A. from the A. Gary Anderson Graduate School of high-density memory subsystems, during 2004. From 2002 to 2004, Mr. Hohener served as Senior Vice President and Chief Financial Officer of TRC Companies, Inc., a $350 million public engineering services firm that provides technical, financial, risk management and construction services. He was Chief Financial Officer of Entridia Corporation, a fabless semiconductor company from 2000 to 2001, and from 1988 to 1999, he was Chief Financial Officer and co-founder of Smartflex Systems, Inc., a $180 million public electronics contract manufacturer, which was later sold to Saturn Electronics.

James M. Haefner joined the Company as Executive Vice President, Global Sales in January 2005 and is responsible for managing the global sales organization. Prior to joining the Company, and following the acquisition of the Coherent Medical Group by Lumenis Ltd, Mr. Haefner held numerous management positions at Coherent and Lumenis including, Vice President of Sales, Director of Sales & Service, Regional Sales Manager and as a top Sales RepresentativeManagement at the earlier stageUniversity of his career. For more than 10 years, he has worked extensively across all of CoherentCalifornia, Riverside.

Compensation Discussion and Lumenis’ medical laser product lines including surgical, ophthalmicAnalysis

The following discussion and aesthetic.

Keith G. Batemanhas served as Executive Vice President, Marketing since January 2005analysis contains statements regarding company performance targets and been as Executive Vice President since 2002, previously serving as Vice President of Global Sales from 1999 to 2001. From 1994 to 1998, Mr. Bateman held executive positions with the international and domestic divisions of HGM Medical Laser Systems, Inc., a manufacturer of medical lasers used in ophthalmologic, dental and anesthetic applications. Prior to that, he held several positions in sales, marketing and management at various companiesgoals. These are disclosed in the computer industry.limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

Summary of CashThis compensation discussion and Certain Other Compensation

The following table summarizes allanalysis section discusses the compensation paid to persons who served as chief executive officer during the last fiscal year, the executive officer whose served in that capacity at December 31, 2004policies and whose

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total salary and bonus exceeded $100,000, and two other executive officers who no longer serve in that capacity at December 31, 2004 but whose total salary and bonus exceeded $100,000 (referred to collectively as the named executive officers),programs for services rendered in all capacities for the fiscal years ended December 31, 2004, 2003 and 2002. Perquisites and other personal benefits paid to theour named executive officers, are less than the minimum reporting threshold of $50,000 or 10% of the total annual salary plus bonus for the named executive officer, and such amounts paid, if any, are represented in the table by “$—.”

Summary Compensation Table

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Stock Options

The following table contains information concerning the grant of stock options under the 2002 Stock Option Plan to the named executive officers during the fiscal year ended December 31, 2004. No stock appreciation rights were granted to the named executive officers in 2004. The potential realizable values were determined in accordance with rules promulgated by the SEC and are not intended to forecast the prices at which the Common Stock could trade in the future. The actual realized value will depend on the amount by which the sales price of the shares exceeds the exercise price.

Option Grants in Last Fiscal Year

The option grant made to Mr. Grant becomes exercisable ratably over a three-year period at the rate of 33,333 shares per quarter, with the first quarter ending December 31, 2004. The option has a term of ten years from the date of grant. The exercise price per share represented the fair market value of the underlying shares of Common Stock on the date the option was granted.

The following table provides information, with respect to the named executive officers, concerning unexercised options held as of the end of the fiscal year. No options were exercised by any of the named executive officers during the last fiscal year. Value is calculated as market price of the Common Stock at fiscal year end less exercise price. The market price of the Common Stock at December 31, 2004 was $10.87.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values

Employment Contracts, Termination of Employment and Change in Control Arrangements

The Compensation Committee of Board of Directors has the authority to provide for accelerated vesting of the shares of Common Stock subject to any outstanding options held by the Chief Executive Officer or any other executive officer or any unvested share issuances actually held by such individual, in connection with certain changes in control of the Company or the subsequent termination of the officer’s employment following the change of control event. In addition, as described below, options held by the Company’s Chief Executive Officer and Chief Financial Officer accelerate upon a change of control.

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Employment Agreement with Robert E. Grant

On October 26, 2004, the Company entered into an at-will employment agreement with Robert E. Grant, as the newly appointed President and Chief Executive Officer, which superseded his employment agreement of August 2003. The agreement provides for an annual base salary of $275,000 and, beginning in calendar year 2005, an annual bonus of up to $175,000 (Mr. Grant’s bonus for calendar year 2004 was $78,000). Sixty percent of the annual bonus is based on the achievement of revenue targets and 40% is based on the achievement of net income targets. In connection with the annual bonus, Mr. Grant is eligible to receive up to $50,000 paid quarterly based upon the achievement of such revenue and net income targets. The remaining portion of the bonus (up to $125,000) was payable upon the completion and filing with the SEC of the Company’s annual report on Form 10-K for the previous reporting year. The agreement also provides for a stock option grant to purchase 400,000 shares of Common Stock at an exercise price of $5.98 per share, with pro rata vesting quarterly over three years at the rate of 33,333 shares per quarter, with the first quarter ending on December 31, 2004. Mr. Grant will also be eligible to receive stock options with respect to 100,000 shares annually beginning on the third anniversary of the effective date of the agreement. Mr. Grant is entitled to four weeks paid vacation per year, and the Company pays the medical and dental plan premiums for him and his immediate family and reimburses him for out-of-pocket costs, fees, charges or expenses in connection with the medical and dental plans, which reimbursement shall not exceed $3,000 per year without the prior approval of the Board of Directors. The Company has agreed to assume or reimburse Mr. Grant the costs associated with the lease of his vehicle.

In the event Mr. Grant’s employment is terminated without cause or Mr. Grant terminates his employment for good reason, he will receive severance equal to six times the base monthly salary he was receiving immediately prior to the date of termination or resignation, the Company will pay his COBRA premiums for the six-month period following termination or resignation, he will be entitled to receive the pro-rated portion of any performance bonus to which he would otherwise be entitled and his stock options will continue to vest through the end of the quarter in which such termination or resignation becomes effective. Mr. Grant will have one year from the effective date of such termination or resignation to exercise the vested portion of his stock options.

In the event of Mr. Grant’s death while employed by the Company and during the term of the agreement, Mr. Grant’s estate will receive a lump sum payment of an amount equal to six months of his then-effective base salary, subject to offset from insurance benefit payments, and all stock options that would be vested at the end of the quarter in which the death occurred will be vested and immediately exercisable. His estate will have one year from the effective date of such death to exercise the vested portion of Mr. Grant’s stock options.

If Mr. Grant’s employment is terminated by the Company due to mental or physical disability, Mr. Grant will continue to receive his base salary for six months and all stock options that would be vested at the end of the quarter in which the termination occurred will be vested and immediately exercisable. Mr. Grant will have one year from the effective date of the termination to exercise the vested portion of his stock options.

Upon a change of control of the Company, which includes a change in a majority of the Board composition within a period of 60 consecutive days or the acquisition of the Company by a third party of greater than 50% of the outstanding shares, all options held by Mr. Grant will fully vest and become immediately exercisable.

The Company has agreed to indemnify Mr. Grant, to the maximum extent permitted under Delaware law, against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, threatened or initiated against him by reason of the fact that he was serving as an officer, director, employee or agent of the Company or was serving at the Company’s request as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Unless earlier terminated, the terms of the employment agreement will end on October 23, 2007, provided that, unless and until a new written agreement is entered into, the employment relationship under the agreement

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will continue on a calendar quarter to calendar quarter basis with the same remuneration and compensation as shall apply during the final year of the agreement term.

Employment Agreement with John W. Hohener

On October 24, 2004, the Company entered into an at-will employment agreement with John W. Hohener, as the newly appointed Executive Vice President and Chief Financial Officer, which agreement subsequently has been amended. Mr. Hohener’s employment commenced on November 13, 2004 and he was appointed Executive Vice President and Chief Financial Officer on November 15, 2004. The agreement provides for an annual base salary of $225,000 and, beginning in calendar year 2005, an annual performance bonus of up to $120,000. The agreement also provides for a stock option grant to purchase 250,000 shares of Common Stock at an exercise price of $8.25 per share, with 1/3 of the options becoming vested on the first anniversary of the effective date and 1/8 vesting quarterly thereafter. The exercise price of such stock option is the fair market value of the Common Stock on the date of grant, November 13, 2004. Mr. Hohener is entitled to four weeks paid vacation per year, and the Company pays the medical and dental plan premiums for him and his immediate family and reimburses Mr. Hohener for out-of-pocket costs, fees, charges or expenses in connection with the medical and dental plans, which reimbursement shall not exceed $3,000 per year without the prior approval of the Board of Directors.

In the event Mr. Hohener’s employment is terminated without cause or Mr. Hohener terminates his employment for good reason, he will receive severance equal to six times the base monthly salary he was receiving immediately prior to the date of termination or resignation, the Company will pay his COBRA premiums for the six-month period following termination or resignation, he will be entitled to receive the pro-rated portion of any performance bonus to which he would otherwise be entitled and vesting of stock options granted to him will accelerate such that at least 100,000 option shares will be vested and immediately exercisable. Mr. Hohener will have six months from the effective date of such termination or resignation to exercise the vested portion of his stock options.

In the event of Mr. Hohener’s death while employed by the Company and during the term of the agreement, Mr. Hohener’s estate will receive a lump sum payment of an amount equal to six months of his then-effective base salary, subject to offset from insurance benefit payments, and vesting of stock options granted to Mr. Hohener will accelerate such that at least 100,000 option shares will be vested and immediately exercisable. His estate will have six months from the effective date of such death to exercise the vested portion of Mr. Hohener’s stock options.

If Mr. Hohener’s employment is terminated by the Company due to mental or physical disability, Mr. Hohener will continue to receive his base salary for six months and vesting of stock options granted to him will accelerate such that at least 100,000 option shares will be vested and immediately exercisable. Mr. Hohener will have six months from the effective date of the termination to exercise the vested portion of his stock options.

Upon a change of control of the Company, which includes a change in a majority of the Board composition within a period of 60 consecutive days or the acquisition of the Company by a third party of greater than 50% of the outstanding shares, all options held by Mr. Hohener will fully vest and become immediately exercisable.

The Company has agreed to reimburse Mr. Hohener on an after-tax basis for half of any excise tax penalties to which he may be subject by reason of receiving “excess parachute payments” upon a change of control.

The Company has agreed to indemnify Mr. Hohener, to the maximum extent permitted under Delaware law, against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, threatened or initiated against him by reason of the fact that he was serving as an officer, director, employee or agent of the Company or was serving at the Company’s request as an officer,

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director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. In addition, the Company has agreed to provide Mr. Hohener with directors’ and officers’ liability insurance coverage in an amount at least as favorable to him as that which was in effect at the time he joined the Company or such greater coverage as it may maintain in the future.

Unless otherwise terminated, the terms of the employment agreement will continue automatically on a yearly basis.

Employment Agreement with Jeffrey W. Jones

In December 2003, the Company entered into an employment agreement with Jeffrey W. Jones, then President and Chief Executive Officer. Effective October 24, 2004, Mr. Jones was named Viceconsist of: Federico Pignatelli, our Chairman of the Board and his title was changed to Chief Technology Officer. The agreement provides for an initial term of two years commencing on January 1, 2004Executive Officer, effective September 30, 2010; Frederick D. Furry, our Chief Financial Officer and ending on December 31, 2005, after which his employment will continue on a calendar quarter to calendar quarter basis on the terms existing at the time until terminated at the expiration of a calendar quarter on at least 90 days prior notice by either party, or until the employment agreement is amended, renewed or extended.

The Company may immediately terminate the employment agreement at any time for cause as defined in the employment agreement. If Mr. Jones’ employment is terminated other than for cause, Mr. Jones will be entitled to receive severance pay in an amount equal to six to 12 months’ base salary, depending on the amount of notice he is given.

Under the terms of the employment agreement, Mr. Jones receives a base annual salary of $275,000. In addition, Mr. Jones is entitled to receive a bonus equal to 0.75% of all 2004 sales in excess of $40.0 million. Under his employment agreement, Mr. Jones received an option to purchase 200,000 shares of Common Stock at an exercise price of $14.01, which was the fair market value of the Common Stock on December 12, 2003. The option vestsChief Operating Officer, effective November 30, 2010 and will be exercisable at a rate of approximately 8,333 shares per month and expires ten years from the date of grant, subject to early termination should Mr. Jones cease to provide service to the Company. Mr. Jones is entitled to receive a housing allowance of $3,500 per month for expenses incurred in maintaining a residence in California in connection with his employment by the Company. The housing allowance will be deducted from any bonus he is entitled to receive. Mr. Jones also is entitled to receive an allowance for an automobile and related expenses, four weeks paid vacation per year, reimbursement of reasonable business expenses and other executive benefits.

The Company agreed to indemnify Mr. Jones to the maximum extent permitted under Delaware law against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (with the Company’s written consent which shall not be unreasonably withheld) 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 an officer, director, employee or agent or was serving at the Company’s request as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Employment Agreement with Keith G. Bateman

In January 1999, the Company entered into an employment agreement with Keith G. Bateman, thenOctober 19, 2011 respectively; Dmitri Boutoussov, our Vice President of Global Sales. Mr. Bateman was subsequently named Executive Vice President in 2002Engineering and Executive Vice President, Marketing in January 2005. Mr. Bateman’s base salary was $175,000 for 2004. Under the termsChief Technology Officer; and Michael Stevens, Director of this agreement, if the Company is acquired or merged, the surviving entity either must offer Mr. BatemanProfessional Relations and a one-year employment agreement with at least equivalent compensation terms as he currently receives or must pay Mr. Bateman severance in an amount equal to his total compensation during the previous nine months, including base salary, commissions and bonus. Except for the above-described provision relating to an acquisition or merger, the agreement is terminable at any time by the Company or Mr. Bateman.

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Territory Sales Manager. The following pages contain a report issued by the Compensation Committee relating to executive compensation for 2004, a report issued by the Audit Committee relating to its review of the accounting, auditing and financial reporting practices of the Company, and a chart titled “Stock Performance Graph.” Stockholders should be aware that under SEC rules, the Report on Executive Compensation, the Audit Committee Report and the Stock Performance Graph are not deemed to be “soliciting material” or “filed” with the SEC under the Securities Exchange Act of 1934, and are not incorporated by reference in any past or future filing by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless these sections are specifically referenced.

COMPENSATION COMMITTEE REPORT

Report on Executive Compensation

During 2004, the Compensation Committee’s primary responsibility was to review and develop general compensation policies and make recommendations to theour Board of Directors onis primarily responsible for overseeing the development and administration of the total compensation levelsprogram for corporate officers and key executives, and administering our executive officers. After receivingincentive bonus and reviewingstock plans.

Compensation Objectives.

It is important that we employ energetic people who are enthusiastic about our mission and our products, and we believe this must start at the Compensation Committee’s recommendations, the Board of Directors, which included a majority of the independent directors, determined the overall compensation packages, including option grants, provided to each of thetop with our executive officers who set an example for the entire company. We are engaged in a very competitive industry, and our Presidentsuccess depends upon our ability to attract and Chief Executive Officer.

General Compensation Policy.    The Board and the Compensation Committee believe that theretain qualified executive officers by offering them competitive compensation packages. Our compensation programs for our executive officers should reflectare designed to attract and retain such key executive officers, and to reward them in a fashion commensurate with our corporate performance and the value created for our stockholders. In addition, ourOur compensation programs are meant toalso support our short-term and long-term strategic goals and values and should reward the individual contributions of our executive officers to our success. When establishing overall compensation, the Board and the Compensation Committee take into consideration the amounts paid to executive officers of companies with business structure, size, location and stage of development similar to us.

The goal of the Board and the Compensation Committee is to attract and retain executive officers who will strive for excellence and to motivate those individuals to achieve superior performance by providing them with rewards for assisting us in meeting targets regarding revenues, profitability and technology development. In order to achieve this goal, theOur policy of the Board and the Compensation Committee is to provide our Chief Executive Officer and other executive officers with competitive compensation opportunities based uponthat reward their contribution to our financial success and their personal performance. The objective of the Boardindividual performance, while providing financial stability and the Compensation Committee is to have a substantial portion of each executive officer’s compensation contingent upon our performance.security. Accordingly, the compensation package for the Chief Executive Officer and other executive officers is mainly comprised of threethe following

compensation elements: (1) a base salary, designed to be competitive with salary levels in the industry and to reflect individual performance; (2) aan annual discretionary annual incentive bonus payable in cash and tied to our achievementbased on the review of certain annual financial and other performance goals; andmeasures, which supports our short-term performance; (3) where appropriate, long-term stock-based incentive awards, which support our long-term performance and are designed to strengthen the mutuality ofmutual interests between theour executive officerofficers and our stockholders.stockholders; and (4) severance payments and other benefits payable upon termination of an officer’s employment by us without cause or by our officer for good reason, including following a change of control of us, which promotes executive retention and efforts toward the best interests of the stockholders in the event of an actual or threatened change of control of us. We believe that each of these elements and their combination is necessary to support our overall compensation objectives.

Determination of Compensation Awards.

The Board andCompensation Committee determines the compensation to be paid to our executive officers. The Compensation Committee periodically reviewreviews the total compensation levels and the distribution of compensation among the threecompensation elements identified above for each of our executive officers. The Compensation Committee determines the total compensation levels for our executive officers by considering each executive officer’s position and responsibilities, the individual’s performance of his job-related duties and responsibilities and our financial performance, in the context of our compensation policypolicies and objectives and competitive market data applicable to each executive officer’s position. Our approach is to consider competitive compensation packages awardedpractices as a relevant factor rather than establishing compensation at specific benchmark percentiles. This enables us to respond to dynamics in the labor market and provides us with flexibility in maintaining and enhancing our executive officersofficers’ engagement, focus, motivation and enthusiasm for our future.

The principal factors that were taken into account in comparable positions at companies within related industries.establishing each executive officer’s compensation package for 2011 are described below. The Board andCompensation Committee may in its discretion apply entirely different factors, such as different measures of financial performance, for future years.

In addition, the Compensation Committee believeperiodically reviews peer group data. The Compensation Committee believes that our most direct competitors for executive talent include significantly larger and better-capitalized companies in the medical device industry, comprising a broader range of companies than those with which we usually are compared for purposes of stock performance.

Components of Compensation.

During the 2011 fiscal year, our executive officers’ compensation was composed of base salary, annual incentive bonuses, equity compensation, certain perquisites and potential severance payments and other benefits payable upon certain events, including a qualifying termination of the executive officer’s employment subsequent to a change of control of us.

Base Salary.Salaries.    During 2004,

Our executive officers’ base salaries are assessed annually by the Compensation Committee, reviewed the base salary oftaking into account each executive officer.officer’s position and responsibilities, including accomplishments and contributions, experience and tenure. In assessing appropriately competitive salary levels,addition, the Compensation Committee considered eachthe market analysis provided by the consultant.

Mr. Pignatelli.    In January 2008, Mr. Pignatelli was appointed to the position of President at an annual salary of $150,000. The Compensation Committee approved this amount in light of Mr. Pignatelli’s then part-time position as our President. In light of the global economic environment, on December 1, 2008, Mr. Pignatelli voluntarily reduced his annual base salary to $72,000. In June 2010 Mr. Pignatelli was terminated as President, and in August 2010 Mr. Pignatelli was appointed to the position of Interim Chief Executive Officer at an annual salary of $1.00. Mr. Pignatelli was appointed our permanent Chief Executive Officer on September 30, 2010 and agreed to continue at a symbolic annual salary of $1.00.

25

officer’s position, experienceMr. Furry.    Mr. Furry’s annual base salary was set, at the time of his hire as our Chief Financial Officer in November 2010, at $180,000. His base salary was negotiated and tenure with us, the duties and changes in duties of each officer, the past accomplishments and expected future contributions of each officer, and information on competitive compensation levels for similar executive positions.

Annual Incentive Bonuses.    An executive officer may be awarded incentive bonuseswas based on comparable market data, and our

compensation goals and objectives. Mr. Furry’s annual base salary was not adjusted at the time of his appointment to Chief Financial Officer and Chief Operating Officer on October 19, 2011.

Mr. Boutoussov.    Mr. Boutoussov is our resultsVice President of operationsEngineering and financialbecame our Chief Technology Officer in October 2010. His current annual base salary is $250,000. His base salary was negotiated and was based on comparable market data, and our compensation goals and objectives.

Mr. Stevens.    Mr. Stevens is our Director of Territory Relations and a Territory Sales Manager. His current base salary is $90,000. His base salary was negotiated and was based on comparable market data, and our compensation goals and objectives.

Annual Bonuses.

Our annual bonuses have been historically intended to reward accomplishment of our overall short-term corporate performance the performanceand objectives for a fiscal year.

Mr. Pignatelli.    By resolution of the executive officerCompensation Committee of the Board, Mr. Pignatelli’s maximum performance bonus opportunity for fiscal 2009 was set at up to $45,000, as determined by the achievement of certain criteria established by the Board. On January 28, 2010, the Compensation Committee approved Mr. Pignatelli’s 2009 performance bonus award in that officer’s areathe amount of responsibility$30,000. No formal annual bonus opportunity was set for Mr. Pignatelli in 2010 or 2011.

Mr. Furry.    As Mr. Furry commenced his employment with the Company in November 2010, no formal annual bonus opportunity was set for Mr. Furry in 2010 or 2011.

Mr. Boutoussov.    Mr. Boutoussov earned bonuses of $18,000, $45,000, and the officer’s contribution to our operating performance.$70,000 in 2009, 2010, and 2011, respectively.

Mr. Stevens.    No formal annual bonus opportunity was set for Mr. Stevens in 2009, 2010, or 2011.

Long Term Stock-Based Incentives.Incentive Awards.

Stock-based incentives are designed to align the interests of our executive officerofficers with those of our stockholders and provide each individual with a significant incentive to manage us from the perspective of an owner with an equity stake in the business. OptionsStock options allow the officers to acquire shares of Common Stockour common stock at a fixed price per share (generally(which is at least the marketclosing sale price of our stock on the grant date) over a specified period of time (up to ten years). Optionstime. Stock options generally become exercisable in a series of installments over a two- to three-year period, contingent upon the officer’s continued employment with us. Accordingly, stock options provide a return to the executive officer only if he or she remains employed by us during the vesting period, and then only if the market price of the shares appreciates over the option term.

26

As such, stock options not only reward our corporate performance but are also a key retention tool. The size of the option grant to each executive officer, including any grant considered for the Chief Executive Officer and our other named executive officers, is set at a level that is intended to create a meaningful opportunity for stock ownership based uponon the individual’s current position with us, the individual’s personal performance of his job related duties and responsibilities in recent periods and his or her potential for future responsibility and promotion over the option term. The Board and the Compensation Committee may also taketakes into account the number of unvested options held by the executive officer in order to maintain an appropriate level of equity incentive for that individual. The relevant weight given to each of these factors varies from individual to individual.

Mr. Pignatelli.    Mr. Pignatelli was not granted any stock-based incentive awards in his position as an officer of the Company in 2010. Options to acquire 35,000 shares granted to Mr. Pignatelli in July 2010 at an exercise price of $1.45 were in his capacity as a board member and not as an officer of the Company. Options to acquire 35,000 shares at an exercise price of $5.34 and 100,000 shares at an exercise price of $2.58 granted to Mr. Pignatelli in May 2011 and December 2011, respectively, were in his capacity as an officer of the Company. The May stock option vested and became exercisable immediately. The December stock option originally was to vest and become exercisable over forty-eight equal monthly installments commencing December 23, 2011, subject to Mr. Pignatelli’s continued employment with us. In March 2012, the unvested shares were accelerated

and subsequently exercised for cash. The Compensation Committee considered these grants as necessary and appropriate for Mr. Pignatelli’s services.

CEO Compensation.Mr. Jones servedFurry.    At the time of his hire on November 30, 2010, Mr. Furry was granted a nonqualified stock option to purchase 150,000 shares of our common stock at an exercise price of $2.00. The option granted shall vest and be exercisable one-sixth on the sixth month anniversary of the grant date, with the remaining option vesting and being exercisable in a series of ten consecutive three-month equal installments over a thirty month period, and is subject to Mr. Furry’s continued employment. The Compensation Committee considered this initial grant as necessary and appropriate to obtain Mr. Furry’s services. Options to acquire 47,500 shares were granted to Mr. Furry in December 2011 at an exercise price of $2.58. The December stock option vests and becomes exercisable over forty-eight equal monthly installments commencing December 23, 2011, subject to Mr. Furry’s continued employment with us. The Compensation Committee considered these grants as necessary and appropriate for Mr. Furry’s services.

Mr. Boutoussov.    Options to acquire 123,000 shares were granted to Mr. Boutoussov in December 2010 at an exercise price of $2.00 per share. The December 2010 stock options vest and become exercisable quarterly over three years, subject to Mr. Boutoussov’s continued employment with us. The Compensation Committee considered these grants as necessary and appropriate for Mr. Boutoussov’s services.

Mr. Stevens.    In January 2009, options to acquire 1,000 shares were granted to Mr. Stevens at an exercise price of $0.82 per share. Options to acquire 5,000 shares were granted to Mr. Stevens in April 2010 at an exercise price of $1.96 per share. Options to acquire 24,750 shares were granted to Mr. Stevens in December 2010 at an exercise price of $2.00 per share. The January 2009 stock options vested and became exercisable quarterly over one year. The April 2010 and December 2010 stock options vest and become exercisable quarterly over three years, subject to Mr. Stevens’ continued employment with us. The Compensation Committee considered these grants as necessary and appropriate for Mr. Stevens’ services.

Policies with Respect to Equity Compensation Award Determinations.

We do not time the award of stock option grants in advance of material announcements in order to achieve lower exercise prices. In the past, we have not granted any equity compensation awards other than stock options. Our policy is that stock options are granted with an exercise price equal to or greater than the closing price of our common stock on the date of grant, and that all option grants are approved in advance of or on the date of the grant. The Secondary Stock Option Committee (consisting of our Chief Executive Officer until October 2004, when and Chief Financial Officer) is delegated authority by the Board to approve stock option grants in an amount not to exceed 12,000 shares per person (effective March 2011) and only for newly-hired employees. For stock option grants to new employees, our policy is that they be issued on, and receive an exercise price equal to or greater than the closing stock price of our common stock on such employee’s start date, presuming that the award was pre-approved by the Secondary Stock Option Committee.

Perquisites and Other Benefits.

Mr. GrantBoutoussov.    A promissory note totaling $100,000 from Mr. Boutoussov was appointed toforgiven in the fourth quarter of 2010.

The Compensation Committee does not generally provide any such perquisites at this time.

Severance and Change of Control Arrangements.

Messrs. Pignatelli, Furry, Boutoussov, and Stevens are employed by the Company on an “at will” basis, and they do not have any employment agreements or severance provisions. Messrs. Boutoussov and Stevens have agreements that position. In settingprovide certain benefits in the total compensation payable toevent of a change in control of the person serving as our Chief Executive Officer, we sought to provide a stable levelCompany. As of cash compensation within a rangeDecember 31, 2011, Mr. Boutoussov’s and Mr. Stevens’ change in control benefits totaled approximately $277,000 and $101,000, respectively, which represent one-year of compensation found among competitive companies, while recognizing the individual’s contributions to our overall performance.salary and certain medical and dental benefits. Messrs. JonesPignatelli and Grant are each compensatedFurry do not have any change in accordancecontrol agreements with the terms of employment agreements which are summarized under “Employment Contracts, Termination of Employment and Change in Control Arrangements.”Company.

Compliance with Internal Revenue Code Section 162(m).

Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to certain of their executive officers to the extent that such compensation exceeds $1.0 million per covered officer in any fiscal year. The limitation applies only to compensation that is not considered to be performance-based. Non-performance-basedNonperformance-based compensation paid to our executive officers for the 20042010 fiscal year did not exceed the $1.0 million limit per officer, and we do not expect the non-performance-basednonperformance-based compensation to be paid to our executive officers for the 20052011 fiscal year to exceed that limit. Our option grants under our 2002 Stock Incentive Plan have been designed to qualify as performance-based compensation.

There are certain circumstances under which the Board and Compensation Committee may decide to exceed the deductibility limit imposed under Section 162(m) or to otherwise pay non-deductible compensation. These circumstances may include maintaining a competitive salary for a named executive officer position or attracting highly qualified executives to join us and to promote their retention with compensation that is not performance based as part of their initial employment offers. Because it is unlikely that the cash compensation payable to any of our executive officers in the foreseeable future will approach the $1.0 million limit, we do not expect to take any action to limit or restructure the elements of cash compensation payable to our executive officers so as to qualify that compensation as performance-based compensation under Section 162(m). We will reconsider this decision should the individual cash compensation of any executive officer ever approach the $1.0 million level.

Sections 280G and 4999 of the Internal Revenue Code impose certain adverse tax consequences on compensation treated as excess parachute payments. An executive is treated as having received excess parachute payments for purposes of Sections 280G and 4999 of the Internal Revenue Code if he or she receives compensatory payments or benefits that are contingent on a change in the ownership or control of a corporation, and the aggregate amount of such contingent compensatory payments and benefits equals or exceeds three times the executive’s base salary amount. An executive’s excess parachute payments are subject to a 20% excise tax under Section 4999 of the Internal Revenue Code, in addition to any applicable federal income and employment taxes. Also, the corporation’s compensation deduction in respect of the executive’s excess parachute payments is disallowed under Section 280G of the Internal Revenue Code. If we were to be subject to a change in control, certain amounts received by our executives could be excess parachute payments under Sections 280G and 4999 of the Internal Revenue Code. As discussed under “Potential Payments Upon Termination or Change in Control” we do not provide our executive officers with tax gross up payments in the event of a change in control.

Summary Compensation Table

The following table shows the compensation earned by, or awarded or paid to, each of our named executive officers (“NEOs”) for the fiscal years ended December 31, 2011, 2010, and 2009:

Summary Compensation Table

(1)

The dollar amounts in this column reflect the aggregate grant date fair value of options granted to our NEOs for each of the applicable fiscal years. These amounts do not reflect actual payments made to our NEOs. There can be no assurance that the full grant date fair value will ever be realized by any NEO.

Grants of Plan-Based Awards

The following table presents information regarding annual incentive bonus awards and equity incentive awards granted to the named executive officers during 2011.

The grant date fair value for the December 23, 2011 option grant was $1.89, and was determined using the Black-Scholes option valuation model with the following assumptions: market price of $2.58, exercise price of $2.58, expected volatility of 104.2%, risk free interest rate of 0.95%, expected option life of four years, and an expected dividend yield of 0%.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth summary information regarding the outstanding equity awards held by each of our named executive officers at December 31, 2011. We have not granted equity awards other than options in the past.

Option Exercises and Stock Vested

The following table summarizes the option exercises by each of our named executive officers for the year ended December 31, 2011. No shares of restricted stock have been granted to any of the named executive officers.

Potential Payments upon Termination or Change in Control

Mr. Pignatelli.    Mr. Pignatelli was not a party to any severance or change in control agreement during 2011 and is not a party to such an agreement currently.

Mr. Furry.    Mr. Furry was not a party to any severance or change in control agreement during 2011 and is not a party to such an agreement currently.

Mr. Boutoussov.    Mr. Boutoussov was not a party to any severance agreement during 2011. He is a party to a change in control agreement with us that provides for one year of salary and certain medical and dental benefits which total approximately $277,000 in the event of a change of control of the Company.

Mr. Stevens.    Mr. Stevens was not a party to any severance agreement during 2011. He is a party to a change in control agreement with us that provides for one year of salary and certain medical and dental benefits which total approximately $101,000 in the event of a change of control of the Company.

Equity Compensation Plan Information

Our 2002 Stock Incentive Plan imposesis designed to attract and retain the requisite limitation onservices of individuals essential to its long-term growth and success. We also formerly maintained the maximum number1990 Stock Option Plan and the 1993 Stock Option Plan. The 1990 Stock Option Plan and the 1993 Stock Option Plan have terminated pursuant to their terms and no grants under those plans remain outstanding.

The following table summarizes information as of December 31, 2011 with respect to the shares for which optionsof our common stock that may be granted per individual. Therefore, assuming a committee comprised solely of outside directors as required by Section 162(m) makes all option grants to our executive officers, any compensation deemed paid in connection with theissued upon exercise of future option grants made to executive officersoptions, warrants or rights under the 2002 Stock Incentive Plan with an exercise price equal to the fair market valueour existing equity compensation plans.

Compensation Committee Interlocks and Insider Participation

None of the option shares on the grant date should qualify as performance-based compensation that will not be subject to the $1.0 million limitation.

It is the opinionmembers of the Compensation Committee was an officer or employee of the Company during fiscal year 2011 or in any prior year, and none of the members of the committee had any relationship requiring disclosure under Item 404 of Regulation S-K. There were no Compensation Committee interlocks as described in Item 407(e)(4) of Regulation S-K.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the executive compensation policiesCompensation Discussion and plans provideAnalysis set forth above be included in our 2011 Annual Report on Form 10-K and in this Proxy Statement for the necessary total remuneration program to properly align our performance and the interests2012 Annual Meeting of our stockholders through the use of competitive and equitable executive compensation in a balanced and reasonable manner, for both the short and long-term.

Stockholders.

Submitted by the Compensation Committee of the Board of Directorsour Board:

and approved by the Board of Directors

Federico Pignatelli,Alexander K. Arrow, Chairman

Robert M. AndertonNorman J. Nemoy

George V. d’ArbeloffGregory E. Lichtwardt

27Date: April    , 2012

AUDIT COMMITTEE REPORTPROPOSAL TWO

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following is the Reportfirm of BDO USA, LLP was selected by the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2004, which were included in the Company’s Annual Report on Form 10-K for that year, and which include the consolidated balance sheets of the Companyact as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2004, and the notes thereto.

Review with Management

The Audit Committee has reviewed and discussed our audited financial statements with management.

Discussions with Independent Registered Public Accounting Firm

The Audit Committee discussed with our independent registered public accounting firm for the fiscal year ending December 31, 2012. BDO USA, LLP was initially engaged by us on August 8, 2005 and has served in that capacity through December 31, 2011. Our Board is asking the stockholders to ratify BDO USA, LLP’s appointment. Stockholder ratification of such selection is not required by our bylaws or other applicable legal requirement. However, our Board is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate governance. In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain BDO USA, LLP for the 2012 fiscal year. Even if the selection is ratified, the Audit Committee in its discretion may consider the appointment of a different independent registered public accounting firm at any time during the year if our Audit Committee believes that such a change would be in our and our stockholders’ best interests.

A representative of BDO USA, LLP is expected to be present at our annual meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

Recommendation of Our Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF BDO USA, LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees billed and billable to us for professional services rendered by BDO USA, LLP for the fiscal years ended December 31, 2004, PricewaterhouseCoopers2011 and 2010.

Determination of Independence

In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

Pre-Approval Policy

According to policies adopted by the Audit Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. This policy generally provides that we will not engage any independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval will be detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. In providing any pre-approval, the Audit Committee considers whether the services to be approved are consistent with the SEC’s rules on auditor independence.

All fees paid to BDO USA, LLP (“PWC”were pursuant to engagements pre-approved by the Audit Committee, and none of those engagements made use of the exception to pre-approval contained in Regulation S-X, Rule 2-01(c)(7)(i)(C).

PROPOSAL THREE

ADVISORY VOTE ON THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS

(“SAY-ON-PAY” VOTE)

The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, requires that our stockholders have the opportunity to cast a non-binding advisory vote regarding the compensation of our named executive officers who are named in the Summary Compensation Table contained in this proxy statement, referred to as the NEOs. We have disclosed the compensation of the NEOs pursuant to rules adopted by the SEC.

We believe that the compensation policies for the NEOs are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of our stockholders. Stockholders are urged to read the Compensation Discussion and Analysis section, beginning on page 12 of this proxy statement, which discusses in detail our 2011 compensation program and decisions made by the Compensation Committee.

Summary of Key Compensation Practices

We seek to align our compensation programs and practices with evolving governance best practices:

Compensation Committee Stays Current on Best Practices

We regularly update our Compensation Committee and entire board of directors on compensation best practices and trends. In addition, we made improvements to certain elements of our executive compensation programs to further align them with current market best practices, including:

The Compensation Committee meets without management present.

“Say-on-Pay” Vote

This advisory stockholder vote, commonly referred to as a “Say-on-Pay” vote, gives you as a stockholder the opportunity to approve or not approve the compensation of the NEOs that is disclosed in this proxy statement by voting for or against the following resolution (or by abstaining with respect to the resolution):

RESOLVED, that the stockholders of Biolase Technology, Inc. approve, on an advisory basis, all of the compensation of the Company’s named executive officers who are named in the Summary Compensation Table of the Company’s 2012 proxy statement, as such compensation is disclosed in the Company’s 2012 proxy statement pursuant to disclosure rules of the Securities and Exchange Commission, which disclosure includes the proxy statement’s Summary Compensation Table, the other executive compensation tables and the related narrative disclosures including the Compensation Discussion and Analysis.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this proxy statement. Because your vote is advisory, it will not be binding on the Board, the Compensation Committee, or the Company. However, our Board and Compensation Committee value the opinions of our stockholders and will take into account the outcome of the stockholder vote on this proposal at the annual meeting when considering future executive compensation arrangements.

Proxies received in response to this solicitation will be voted “FOR” the approval, on an advisory basis, of the compensation of our NEOs disclosed in this proxy statement unless otherwise specified in the proxy.

Recommendation of Our Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NEOs DISCLOSED IN THIS PROXY STATEMENT IN THE SUMMARY COMPENSATION TABLE, THE OTHER EXECUTIVE COMPENSATION TABLES AND THE RELATED NARRATIVE DISCLOSURES INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS.

PROPOSAL FOUR

ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by the SEC’s proxy rules, in addition to providing stockholders with the opportunity to cast an advisory vote on executive compensation, commonly referred to as a “Say-on-Pay” vote, we are also providing stockholders with the opportunity to cast an advisory vote on whether the advisory vote on executive compensation should be held every one, two, or three years.

The Board has recommended a frequency of every one year for the advisory vote on executive compensation. The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the Board’s recommendation.

To be approved, this proposal must receive a “FOR” vote from the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal. If none of the frequency alternatives receives a majority vote, the Board will consider the alternative receiving the greatest number of votes to be the frequency that stockholders approve.

Although this advisory vote on the frequency of the say-on-pay vote is non-binding, the Board and the compensation committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

Recommendation of Our Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE OPTION OF EVERY “ONE YEAR” FOR FUTURE ADVISORY VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL FIVE

APPROVE THE PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF BIOLASE TECHNOLOGY, INC. TO CHANGE THE NAME OF THE CORPORATION TO BIOLASE, INC.

On March 28, our Board of Directors unanimously approved and recommended that our shareholders approve an amendment to the Company’s Restated Certificate of Incorporation to the change the name of the Company from “Biolase Technology, Inc.” to “Biolase, Inc.” (the “Amendment”),.

If approved, our plan is to begin doing business as Biolase, Inc. to reflect our global leadership in advancing the practice of dentistry and medicine through our laser and imaging products, and through our other products under development including ophthalmology. This evolution in our name creates a stronger, more connected brand and allows us to communicate that the solutions we provide is much larger than what people may have previously thought. The proposed name change strengthens and better articulates our brand and suite of solutions and differentiates our business in a way that clearly defines what we stand for.

If the proposal to amend our Restated Certificate of Incorporation to change our name to “Biolase, Inc.” is approved by our shareholders, the new name will become effective upon the filing of an amendment to the Restated Certificate of Incorporation that will change Article I to read in its entirety as follows:

“FIRST: The name of the Corporation is Biolase, Inc.”

If the name change becomes effective, the rights of shareholders holding shares represented by outstanding stock certificates and the number of shares represented by those certificates will remain unchanged. The name change will not affect the validity or transferability of any currently outstanding stock certificates nor will it be necessary for shareholders with certificated shares to surrender or exchange any stock certificates they currently hold as a result of the name change.

The affirmative vote of the holders of not less than a majority of the outstanding stock entitled to vote at the annual meeting is required to approve the Amendment.

Recommendation of Our Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.

AUDIT COMMITTEE REPORT

The Audit Committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed our financial statements as of and for the fiscal year ended December 31, 2011, with management and BDO USA, LLP, our independent registered public accounting firm. The Audit Committee also discussed with BDO USA, LLP the matters required to be discussed by SAS 61 (Codification of StatementsStatement on Auditing Standards AU Section 380)No. 61,Communications with Audit Committees, as amended, which includes, among other items, matters relatedamended. This included a discussion of the independent registered public accounting firm’s judgments as to the conduct ofquality, not just the auditacceptability, of our financial statements.

accounting principles and such other matters that generally accepted auditing standards require to be discussed with the Audit Committee. The Audit Committee also has received the written disclosures and the letter from PWCBDO USA, LLP required by Public Company Accounting Oversight Board Rule 3526, Independence Standards Board Standard No. 1 (Independence DiscussionsDiscussion with Audit Committees),Committees, as amended, and the Audit Committee discussed with PWC the independence of PWC from us.

ConclusionBDO USA, LLP with that firm.

Based on the Audit Committee’s review and discussions referred tonoted above, in this Report, the Audit Committee recommended to our Board, of Directorsand our Board approved, that ourthe audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20042011 for filing with the SecuritiesSEC. The Audit Committee also approved the selection of BDO USA, LLP as our independent registered public accounting firm for 2012.

The Audit Committee and Exchange Commission.

our Board have also recommended, subject to stockholder ratification, the selection of BDO USA, LLP as our independent registered public accounting firm for the 2012 fiscal year.

Submitted by the Audit Committee of our Board:

Alexander K. Arrow, Chairman

Norman J. Nemoy

Gregory E. Lichtwardt

Date: April    , 2012

Incorporation by Reference

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, which might incorporate our future filings under those statutes, neither the preceding Compensation Committee Report nor the Audit Committee Report will be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any of our future filings under those statutes. In addition, information on our website, other than our Proxy Statement and form of Proxy, is not part of the proxy soliciting material and is not incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The charter of the Audit Committee requires that it review any insider and related party transactions. In connection with this requirement, all related party transactions (transactions involving our directors, executive officers or any member of their immediate family, or holder of more than five percent of our outstanding common stock) are disclosed and reviewed by our Audit Committee and our Board of Directors

George V. d’Arbeloff, Chairman

Robert M. Anderton

Federico Pignatelli

28

STOCK PERFORMANCE GRAPH

The graph depicted below shows a comparison of cumulative total stockholder returns for the Company’s Common Stock, the S&P SmallCap 600 Index and the S&P SmallCap 600 Healthcare Index for the period from December 31, 1999 to December 31, 2004. The S&P SmallCap 600 Healthcare Index is depicted in the graph instead of the Nasdaq Medical Devices Index which was used last year because the latter index is no longer available.

Certain Relationships and Related Transactions

See the above discussion under “Employment Contracts, Termination of Employment and Change in Control Arrangements” for a discussion of the employment agreements with Messrs. Grant, Hohener, Jones and Bateman.

The Company entered into indemnification agreements with each of its executive officers and directors. See the above discussion under “Proposal Two – Ratification of Form of Indemnification Agreement” for a summary of the indemnification agreements. at least annually. In addition, the Company’s executive officers andtransactions involving our directors are indemnified under Delaware General Corporation Lawdisclosed and reviewed by the Company’s bylaws toNominating and Corporate Governance Committee in its assessment of our directors’ independence requirements. To the fullest extent permitted under Delaware law.such transactions are ongoing business relationships; the transactions are disclosed and, as applicable, reviewed annually.

Since January 1, 2004, thereThere has not been any transaction or series of similarrelated transactions to which we were a participant in the Company was2011 fiscal year or are currently a partyparticipant involving an amount in which the amount involved exceeded or exceeds $60,000excess of $120,000 and in which any director, executive officer or any member of their immediate family, or holder of more than five percent (5%) of any class of voting securities, or any member of the immediate family of any of the foregoing persons,our outstanding common stock, had or will have a direct or indirect material interest.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) Beneficial Ownership Reporting ComplianceThe following table sets forth the beneficial ownership of shares of our common stock as of March 15, 2012 by (i) any stockholder known to us to beneficially own five percent or more of our outstanding common stock, (ii) each director and nominee for director, (iii) each named executive officer, and (iv) all current directors and executive officers as a group. Options shown in the table were granted pursuant to the 2002 Stock Incentive Plan and represent the shares issuable pursuant to outstanding options exercisable within 60 days of March 15, 2012. Except as indicated in the footnotes to this table, the persons or entities named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws, where applicable. Percentage ownership is calculated pursuant to SEC Rule 13d-3(d)(1) and is based on 27,479,743 shares of our common stock outstanding at March 15, 2012, and excludes shares reserved for 50,000 unexercised warrants.