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OMB APPROVAL
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OMB NUMBER 3235-0145
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EXPIRES: OCTOBER 31, 1997
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ESTIMATED AVERAGE BURDEN
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HOURS PER RESPONSE......14.90
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
NEXAR TECHNOLOGIES, INC.
------------------------
(Name of Issuer)
COMMON STOCK,$.01 PAR VALUE
---------------------------
(Title of Class of Securities)
65332P106
---------
(CUSIP Number)
Neil H. Aronson, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
617/348-1809
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 10, 1997
-----------------
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for the other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages
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SCHEDULE 13D
============================== =====================================
CUSIP NO. 65332P106 13D PAGE 2 OF 5 PAGES
------------- ----- -----
============================== =====================================
============= ==================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard Donadio
============= ==================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NOT APPLICABLE. (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
U.S.
============= ==================================================================
===================== -------- =================================================
NUMBER OF 7 SOLE VOTING POWER 1,200,000
SHARES
-------- =================================================
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
-------- =================================================
EACH 9 SOLE DISPOSITIVE POWER 1,200,000
REPORTING
======== =================================================
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
===================== ======== =================================================
============ ===================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
============ ===================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
============ ===================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.38%
============ ===================================================================
14 TYPE OF REPORTING PERSON*
IN
============ ===================================================================
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 pages
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Item 1. SECURITY AND ISSUER
Class of Securities: Common Stock, $.01 par value per
share (the "Common Stock")
Issuer: Nexar Technologies, Inc. (the "Issuer"), 182
Turnpike Road, Westborough, MA 01581
Item 2. IDENTITY AND BACKGROUND
(a) Reporting Person: Leonard Donadio ("Reporting
Person")
(b) Residence Address: 170 Partridge Lane, Concord,
MA 01742
(c) Principal Occupation or Employment: Retired
(d) Criminal Convictions: None.
(e) Civil Adjudication of Violation of Securities
Laws: None.
(f) Citizenship: US
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased from Palomar Medical
Technologies, Inc. (the "Seller"), on December 10,
1997 at an aggregate purchase price of $5,000, the
right to receive from the Issuer up to 1,200,000
shares of the common stock, $.01 par value per share,
of the Issuer (the "Contingent Shares"). The
Contingent Shares are being held in escrow by the
Issuer and will be released only upon the Issuer's
meeting certain net income tests, the Issuer's common
stock reaching a certain price level or upon the
Issuer's merger or similar change of control
transaction, subject to a mandatory repurchase by the
Issuer for $.01 per share of those shares remaining
in escrow on April 14, 2001.
The Reporting Person purchased the Contingent Shares
from the Seller by means of a note for $5,000 with
interest in arrears at an annual rate of BankBoston's
prime lending rate plus one percent (1%). The entire
principal and interest is due and payable on December
10, 1999. Any overdue interest or principal will bear
interest at the annual rate of BankBoston's lending
rate plus five percent (5%).
Item 4. PURPOSE OF TRANSACTION
For investment purposes.
Except as may be described in this Item 4, the
Reporting Person does not have any plan or proposal
relating to, or which would result in, any of the
Page 3 of 5 pages
<PAGE> 4
events described in (a) to (j) of the instructions to
Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
<TABLE>
<S> <C> <C>
(a) Beneficial Ownership by the Reporting
Person:
Aggregate number of Contingent
Shares: 1,200,000
Percentage: 11.38%
NUMBER OF SHARES
----------------
(b) Sole Voting Power: 1,200,000
Shared Voting Power: None
Sole Dispositive Power: 1,200,000
Shared Dispositive Power: None
(c) 1,200,000 Contingent Shares purchased on
December 10, 1997 for $5,000 from the
Seller.
(d) Any proceeds in excess of $240,000 from the
sale by the Reporting Person of the
Contingent Shares shall be remitted to the
Seller.
(e) Not Applicable.
</TABLE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person, pursuant to a Securities
Purchase Agreement made as of the 10th day of
December, 1997, purchased from the Seller, at an
aggregate purchase price of $5,000, the right to
receive from the Issuer up to 1,200,000 Contingent
Shares, as described in Item 3 above.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Promissory Note executed by the Reporting
Person on December 10, 1997 in favor of
the Seller.
Page 4 of 5 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 7, 1998 BY: /S/ LEONARD DONADIO
------------------------
Leonard Donadio
Page 5 of 5 pages
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EXHIBIT A TO SCHEDULE 13D
EXHIBIT A
PROMISSORY NOTE
---------------
$5,000 December 10, 1997
FOR VALUE RECEIVED, Leonard Donadio, an individual residing at 170
Partridge Lane, Concord, Massachusetts 01742 ("Buyer"), hereby promises to pay
Palomar Medical Technologies, Inc., a Delaware corporation with its principal
place of business at 45 Hartwell Avenue, Lexington, Massachusetts 02173
("Seller") the principal amount of Five Thousand Dollars ($5,000) with interest
in arrears at the annual rate of BankBoston's prime lending rate plus one
percent (1%). The entire principal and interest is due and payable on December
10, 1999. Any overdue interest or principal shall bear interest at the annual
rate of BankBoston's lending rate plus five percent (5%).
Buyer may prepay the whole or any part of the principal amount of the
Note from time to time without premium or penalty by paying to Seller an amount
equal to the amount to be prepaid together with interest accrued thereon through
the date of prepayment.
This Note is entered into pursuant to the terms of a First Securities
Purchase Agreement by and between Buyer and Seller of even date herewith and
shall be subject to the terms and conditions thereof (the "First Securities
Purchase Agreement").
This Note shall inure to the benefit of Seller and its successors and
assigns and shall be binding upon Buyer and his successors and assigns. Subject
to applicable law, this Note may be amended, modified and supplemented only by
written agreement of both Buyer and Seller.
Any notice, request of other communication pursuant to this Note shall
be deemed duly given if delivered pursuant to the notice provisions contained in
the First Securities Purchase Agreement.
Buyer waives presentment, demand, protest and notice of every kind in
connection with the enforcement and collection of this Note.
The execution, delivery and performance of this Note shall be governed
by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, Buyer has caused this Note to be executed under
seal as of the date set forth above.
/S/ LEONARD DONADIO
----------------------------
Leonard Donadio
ATTEST:
