UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 6
Under the Securities Exchange Act of 1934
Biolase, Inc.
(Name of Issuer)
Common Shares, $0.001 par value
(Title of Class of Securities)
090911108
(CUSIP Number)
Copy to:
Robert L. Lawrence, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2014
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨
| 1 |
NAME OF REPORTING PERSON
Oracle Partners, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)
(b) |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER 4,216,215 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
4,216,215 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,216,215 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% |
|
14
|
TYPE OF REPORTING PERSON*
PN |
| 2 |
| 1 |
NAME OF REPORTING PERSON
Oracle Institutional Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)
(b) |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER
602,188 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
602,188 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 602,188 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% |
|
14
|
TYPE OF REPORTING PERSON*
PN |
| 3 |
| 1 |
NAME OF REPORTING PERSON
Oracle Ten Fund Master, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)
(b) |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER 1,317,507 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
1,317,507 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,317,507 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% |
|
14
|
TYPE OF REPORTING PERSON*
OO |
| 4 |
| 1 |
NAME OF REPORTING PERSON
Oracle Associates, LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER
4,818,403 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
4,818,403 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,818,403 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% |
|
14
|
TYPE OF REPORTING PERSON*
OO |
| 5 |
| 1 |
NAME OF REPORTING PERSON
Oracle Investment Management, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)
(b) |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER
1,317,507 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
1,317,507 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,317,507 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% |
|
14
|
TYPE OF REPORTING PERSON*
CO |
| 6 |
| 1 |
NAME OF REPORTING PERSON
Larry N. Feinberg
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)
(b) |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS*
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) |
| 8 |
SHARED VOTING POWER
6,135,910 (See Item 5) | |
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | |
| 10 |
SHARED DISPOSITIVE POWER
6,135,910 (See Item 5) |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,135,910 (See Item 5) |
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3% |
|
14
|
TYPE OF REPORTING PERSON*
IN |
| 7 |
Item 1. Security and Issuer.
This Amendment No. 6 (the “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission on November 22, 2013, as previously amended by Amendment No. 1, filed on December 20, 2013, Amendment No. 2, filed on February 13, 2014, Amendment No. 3, filed on March 11, 2014, Amendment No. 4, filed on March 12, 2014, and Amendment No. 5, filed on May 15, 2014 (the “Original Schedule 13D,” and collectively with the Amendment, the “Statement”) with respect to the shares of common par value $0.001 per share (“Common Stock” or the “Shares”) of Biolase, Inc. (the “Issuer”), whose principal executive offices are located at 4 Cromwell, Irvine, CA 92618.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by the addition of the following:
On May 30, 2014, Oracle Partners, L.P. issued a press release announcing a victory in its shareholder litigation against Biolase, Inc.
The press release is attached to this Amendment as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
| 99.1 | Press Release of Oracle Partners, dated May 30, 2014. |
| 8 |
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: June 2, 2014
| ORACLE PARTNERS, L.P. | |||
| By: ORACLE ASSOCIATES, LLC, its general partner | |||
| By: | /s/ Larry N. Feinberg | ||
| Larry N. Feinberg, Managing Member | |||
| ORACLE INSTITUTIONAL PARTNERS, L.P. | |||
| By: ORACLE ASSOCIATES, LLC, its general partner | |||
| By: | /s/ Larry N. Feinberg | ||
| Larry N. Feinberg, Managing Member | |||
| ORACLE TEN FUND MASTER, L.P. | |||
| By: ORACLE ASSOCIATES, LLC, its general partner | |||
| By: | /s/ Larry N. Feinberg | ||
| Larry N. Feinberg, Managing Member | |||
ORACLE ASSOCIATES, LLC | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| ORACLE INVESTMENT MANAGEMENT, INC. | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| /s/ Larry N. Feinberg | ||
| Larry N. Feinberg, Individually | ||
| 9 |