UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Nexar Technologies, Inc.
----------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------------------------------
(Title of Class of Securities)
65332P106
----------------------------------------------------
(CUSIP Number)
Todd J. Emmerman, Esq.
c/o Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
212-940-8873
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 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 |_|.
(1) 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 disclosures provided in a prior cover page.
The information required on 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>
CUSIP No. 65332P106
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Fund IV, LLC
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group*
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 2,066,536 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
2,066,536 Shares
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,066,536 Shares
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
22.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, $0.01 par value per
share (the "Common Stock") of Nexar Technologies, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware. The
principal executive offices of the Company are located at 182 Turnpike
Road, Westborough, Massachusetts 01581.
Item 2. Identity and Background
(a)-(c)
Clearwater Fund IV, LLC ("Clearwater LLC") is a Delaware limited liability
company whose investment strategy is to make investments in domestic
equity and debt securities. The principal business address of Clearwater
LLC is 611 Druid Road East, Suite 200, Clearwater, Florida, 33756. The
Managing Member of Clearwater LLC is Hans Frederic Heye. Mr. Heye's
principal business address is 611 Druid Road East, Suite 200, Clearwater,
Florida 33756. Mr. Heye is principally employed as the President of the
Clearwater Funds, a series of private investment entities.
(d) To the best knowledge of Clearwater LLC, during the last five years,
none of the persons named in this Item 2 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best knowledge of Clearwater LLC, during the last five years,
none of the persons names in this Item 2 was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which as a
result of such proceeding was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Heye is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used to make the purchases reported herein
was approximately $9,810,899.
The source of all funds used to make the purchases reported herein was
working capital.
Page 3
<PAGE>
Item 4. Purpose of Transaction.
Clearwater LLC acquired the securities reported herein as being
beneficially owned by Clearwater LLC for investment purposes. Depending
upon market conditions and other factors that Clearwater LLC may deem
material to its investment decisions, Clearwater LLC may purchase
additional shares of the securities of the Company in the open market or
in private transactions, or may dispose of all or a portion of the
securities of the Company that it owns or hereafter may acquire. Except as
otherwise set forth herein, Clearwater LLC has no plans or proposals which
relate to, or could result in any matters referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
Clearwater LLC beneficially owns 2,066,536 shares of the Company's Common
Stock (comprising approximately 22.1% of the outstanding Common Stock of
the Company based on the number of shares outstanding as of November 11,
1997, as reported in the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997). Clearwater LLC has the sole power to
vote and dispose of all such shares.
(c) Clearwater LLC, or its affiliates, acquired beneficial ownership of
2,044,036 of the shares of Common Stock reported herein in private
transactions with the Company or Palomar Medical Technologies, Inc., the
Company's majority shareholder, or through open market transactions
between December 31, 1996 and December 31, 1997. Clearwater LLC purchased
21,600 shares of the Company's Common Stock on the open market on February
27, 1998 at a price per share of $4.2101. Clearwater LLC incurred an
additional $0.04 per share commission in connection with such purchases.
Clearwater LLC purchased 22,500 shares of the Company's Common Stock on
the open market on January 30, 1998 at a price per share of $4.5153.
Clearwater LLC incurred an additional $0.04 per share commission in
connection with such purchases.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
None.
Page 4
<PAGE>
Item 7. Material to be Filed as Exhibits
None.
Page 5
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 17, 1998
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
----------------------------------
By: Hans Frederic Heye
Title: Managing Member
Page 6
