<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1996
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------
Candela Corporation
(Exact Name of Registrant as Specified in its Charter.)
DELAWARE 04-2477008
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
530 Boston Post Road, Wayland, Massachusetts 01778 (508) 358-7400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
GERARD E. PUORRO
President and Chief Executive Officer
CANDELA CORPORATION
530 Boston Post Road
Wayland, Massachusetts 01778
(508) 358-7400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copy to:
GORDON H. HAYES, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest re-investment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Title of each maximum maximum Amount of
class of securities offering price aggregate registration
to be registered Amount to be registered per share(1) offering price(1) fee (2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 891,321 shares $6.44 $5,740,107.24 $1,979.35
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(c) under the Securities Exchange Act of 1933, the
registration fee has been calculated based upon the average of the high
and low prices per share of Common Stock on the Nasdaq National Market on
October 9, 1996.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
Candela Corporation
891,321 SHARES
COMMON STOCK
-----------------
This prospectus relates to the sale of up to 891,321 shares (the "Shares") of
the common stock, par value $.01 per share (the "Common Stock"), of Candela
Corporation ("Candela" or the "Company") by certain stockholders of the Company
(the "Selling Shareholders"). The Selling Shareholders may sell the Shares from
time to time at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect these transactions by selling the Shares to or through
broker-dealers, who may receive compensation in the form of discounts or
commissions from the Selling Shareholders or from the purchasers of the Shares
for whom the broker-dealers may act as an agent or to whom they may sell as
principal, or both. See "Selling Shareholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the Shares.
The Company has agreed to bear all of the expenses in connection with the
registration and sale of the Shares (other than selling commissions and the fees
and expenses of counsel or other advisors to the Selling Shareholders).
The Common Stock of the Company is quoted on the Nasdaq National Market under
the symbol "CLZR". On October 2, 1996, the last reported sale price for the
Common Stock on the Nasdaq National Market was $6.94 per share.
-----------------
See "Risk Factors," on page 6, for information that should be considered by
prospective investors.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, NOR
DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE.
The date of this Prospectus is October __, 1996
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at 7 World Trade Center, New York, New York 10048, and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies may also be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Common Stock of the Company is quoted on the Nasdaq National Market. Reports,
proxy statements and other information concerning the Company may be inspected
at the offices of the National Association of Securities Dealers, Inc. located
at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form S-3
(including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock offered hereby. This Prospectus does not contain all information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding the Company and the Common Stock offered hereby, reference
is hereby made to the Registration Statement and to the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any agreement or other document filed as an exhibit to the Registration
Statement are necessarily summaries of such documents, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement for a more complete description of the matters involved.
The Registration Statement, including the exhibits and schedules thereto, may be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof
may be obtained from such office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996.
2. The description of the Company's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A filed under
the Exchange Act and declared effective on June 30, 1986, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Shares, shall be deemed to be incorporated by reference in this
Prospectus and made a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in any Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a Prospectus is
delivered, on the written or oral request of any such person, a copy of any or
all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to
2
<PAGE>
Candela Corporation, Attention: Investor Relations Department, 530 Boston Post
Road, Wayland, Massachusetts, 01778, telephone number (508) 358-7400.
3
<PAGE>
THE COMPANY
Candela Corporation (the "Company") is in the business of providing cosmetic and
medical/surgical solutions and services through the application of a variety of
technologies. The Company designs, manufactures, markets and services lasers for
a variety of surgical applications. The Company also licenses medical products
for urology and oncology and sells them through its worldwide distribution
network and utilizes externally funded resources to support the development of
new medical and scientific lasers. The Company also has a separate subsidiary,
Candela Skin Care Centers, Inc., which provides services in support of cosmetic
laser surgery.
Since its inception in 1970, the Company has designed and marketed custom and
scientific lasers, and since 1984 has designed and marketed laser systems for
medical applications. In 1987, the Company commercially introduced its urology
laser system to treat kidney stones, and in 1988 it commercially introduced a
dermatology/plastic surgery laser system to treat vascular skin lesions. The
Company has since received United States Food and Drug Administration ("FDA")
clearances to market these products for additional applications and has
introduced new generations of these laser systems. In 1990, the Company
commercially introduced a new dermatology/plastic surgery laser system to treat
pigmented lesions of the skin, such as age spots. The Company has since received
FDA clearance to market this laser for the removal of multicolored tattoos. In
1994, the Company also received FDA clearance to market an alexandrite laser for
the treatment of tattoos, and subsequently received FDA clearance to market this
laser for the treatment of Nevus of Ota and pigmented lesions like Nevus of Ota.
In 1995, the Company received FDA clearance to market a new dermatology/plastic
surgery laser system to treat leg veins. In 1996, the Company introduced the
AlexLAZR and received FDA clearance to market this system for treatment of
pigmented lesions, such as age and sun spots and freckles. The Company has a
number of different lasers under development including pulsed dye lasers and
solid state lasers. The Company plans to continue to apply its technical
expertise to develop systems for providing new clinical solutions.
The Company continues to build on its strengths in urology, dermatology/plastic
surgery and oncology. Accordingly, the Company has entered into strategic
alliances that are aimed at acquiring new and complementary products to enhance
the Company's position in these markets.
During 1994, the Company's position in the urology market was strengthened with
the addition of two FDA cleared cryogenic devices for the treatment of prostatic
tissue and liver metastases. The LCS 3000, which has FDA clearance for ablation
of prostatic tissue and the treatment of liver metastases, and the LCS 2000,
which has FDA clearance for the treatment of liver metastases, both employ the
precise application of extreme cold to destroy diseased tissue. In 1993, the
Company entered into an agreement with Cryogenic Technology Limited ("Cryotech")
that gave the Company the exclusive worldwide (except the United Kingdom) right
to distribute these two cryosurgical devices. Cryotech has since been subject to
liquidation proceedings in the United Kingdom and, in 1995, Spembly Medical
Limited ("Spembly") entered into an agreement to purchase the assets of
Cryotech, including the rights to the LCS 3000 and lCS 2000. The Company and
Spembly Medical Limited ("Spembly") entered into an agreement to purchase the
assets of Cryotech, including the rights to the LCS 3000 and LCS 2000. The
Company and Spembly have entered into an agreement in principal under which
Spembly will manufacture a line of cryosurgical devices essentially similar to
the former Cryotech LCS 3000 and LCS 2000 which the Company will market. In
1996, a new device, the CS5, was introduced. Under the agreement, the Company
will have exclusive rights to distribute these devices in certain geographical
areas.
In the dermatology/plastic surgery market, the Company has pursued opportunities
to build on its strengths in worldwide distribution as well as acquire new
technology. In 1993, the Company, through its wholly-owned Japanese subsidiary,
Candela KK, entered into an agreement with Laser Industries, Ltd. that gives
Candela KK the exclusive right to distribute Laser Industries, Nd:Yag and C2
surgical lasers, surgical ultrasound aspirators and all related accessories for
these products in Japan. Marketed under the Sharplan tradename, this agreement
leverages the Company's distribution strength in Japan. Also, in 1994, the
Company entered into an agreement to acquire certain assets from Derma-Lase,
Ltd. The assets acquired are principally the rights to market FDA cleared
products which enable the Company to market a broad line of lasers to treat
tattoos and pigmented lesions. These agreements leverage the Company's strengths
in worldwide distribution and service as well as its strong position in the
dermatology/plastic surgery market.
4
<PAGE>
The Company markets and services its products in the United States through both
a direct sales force and independent distributors. Internationally, the Company
markets and services its products through regionally managed independent
distributors, except in Japan, where Candela KK, in combination with a network
of independent distributors, markets and services the products.
In August 1995, the Company incorporated a wholly-owned subsidiary, Candela
Skin Care Centers, Inc. (CSCC). CSCC is at the forefront of creating a new
service industry which integrates laser cosmetic procedures with spa, salon,
health and fitness services. The genesis of the business stems from the proven
success and growth of the day spa industry, coupled with the ever increasing
demand for and acceptance of laser cosmetic procedures. CSCC integrates all
these services under one facility and addresses the health, beauty and wellness
needs of its clients. CSCC specializes in supporting laser cosmetic procedures
for treatment of wrinkles, leg veins, scars, age and sun spots, facial spider
veins and tattoos. All laser procedures are performed by board certified
dermatologists and plastic surgeons. The spa services include massage, shiatsu,
facials, hair styling, hair coloring, permanents, nail treatments, use of
cardiovascular and fitness equipment, exercise classes and personal training. In
addition to the services that CSCC provides, each facility can also generate
revenue from the sale of gift certificates and retail items such as skin care
products, robes, T-shirts, etc.
In October 1995, CSCC opened its first cosmetic laser facility, occupying 2,690
square feet in a professional office building located in Framingham, MA. The
center was established principally to test the various management systems and
procedures and to formalize them for replication at subsequent Candela Skin Care
Centers. Additional locations are scheduled to open in 1997. These sites will be
the first of CSCC's comprehensive facilities, and will offer all of the above
stated services. In Boston, CSCC acquired an existing spa (Le Pli) and plans to
elaborate on the facility by extending an additional 2,500 square feet of space
to house the laser clinic. In other anticipated locations, CSCC plans to build
out the entire Candela Skin Care Center facility from the bottom up or enter
into joint ventures with others who already have such locations.
The Company was incorporated in Delaware in August 1984 under the name Candela
Laser Corporation and changed its name to Candela Corporation in November 1995.
The Company's principal executive offices are located at 530 Boston Post Road,
Wayland, Massachusetts 01778, and its telephone number is (508) 358-7400.
5
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following factors
should be considered carefully in evaluating the Company and its business before
acquiring the Shares offered hereby. This Prospectus contains forward-looking
statements which involve risks and uncertainties. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth in the
following risk factors and in the Company's filings with the Commission.
Variability of Quarterly Operating Results.
The Company's quarterly operating results may vary significantly from quarter to
quarter, depending upon factors such as the timing of product sales, the timing
of expenditures in anticipation of future product orders, the introduction and
market acceptance of new products, effectiveness in managing manufacturing
processes, changes in cost and availability of labor and product components,
order cancellations, the budgetary cycles of its customers, and the timing of
regulatory approvals. The Company's ability to accurately forecast future
revenues and income for any period is necessarily limited, and any forward-
looking information provided from time to time by the Company represents only
management's then-best current estimate of future results or trends, and actual
results may differ materially from those contained in the Company's estimates.
Potential Volatility of Stock Price.
There has been significant volatility in the market price of securities of
companies in the medical device industry. Factors such as announcements of new
products by the Company or its competitors, quarterly fluctuations in the
financial results of the Company or its competitors, shortfalls in the Company's
actual financial results compared to results previously forecasted by stock
market analysts, conditions in the medical device industry and the financial
markets and the economy generally could cause the market price of the Company's
securities to fluctuate substantially and may adversely affect the price of the
Company's securities.
Risks Associated with International Operations.
A significant portion of the Company's revenues are attributable to
international operations and revenues from international operations are likely
to continue to be significant in future periods. The Company's international
business and financial performance may be adversely affected by a number of
factors, including without limitation fluctuations in exchange rates, tariffs
and other trade barriers, adverse tax regulation, and adverse political and
economic conditions. Adverse effects on the Company's international operations
may have materially adverse effects on the Company's overall financial condition
and operating results.
Governmental Regulation.
Medical devices are subject to United States Food and Drug Administration
("FDA") approval before they can be utilized for clinical studies or sold
commercially. In addition, the Company's activities in connection with its CSCC
business may subject the Company to additional regulation under state and
federal laws. The process for obtaining the necessary approvals and compliance
with applicable regulations can be costly and time consuming. Many foreign
countries in which the Company markets or may market its products have similar
regulatory bodies and restrictions. There is no assurance the Company will be
able to obtain any such government approvals or successfully comply with any
such regulations in a timely and cost-effective manner, if at all, and failure
to do so may have an adverse effect on the Company's financial condition and
results of operations.
Risks Associated with Product Liability.
6
<PAGE>
The administration of medical and cosmetic treatments using laser products is
subject to various risks of physical injury to the patient which may result in
product liability or other claims against the Company. The costs and resources
involved in defending or settling any such claims, or the payment of any award
in connection therewith, may adversely affect the Company's financial condition
and operating results. The Company maintains product liability insurance, but
there is no assurance that its policy will provide sufficient coverage for any
claim or claims that may arise, or that the Company will be able to maintain
such insurance coverage on favorable economic terms.
Rapid Technological Change; Competition.
The medical laser industry is subject to rapid and substantial technological
development and product innovations. The Company, to be successful, must be
responsive to new developments in laser technology and applications of existing
technology, and the Company's financial condition and operating results may be
adversely affected by the failure of new or existing products to compete
favorably in response to such technological developments. In addition, the
Company competes against numerous other companies offering products similar to
the Company's and/or alternative products and technologies, some of which have
greater financial, marketing and technical resources than the Company. There
can be no assurance the Company will be able to compete successfully.
Reliance on Attracting and Retaining Key Employees.
The Company's success will depend in large part on its ability to attract and
retain highly-qualified scientific, technical, managerial, sales and marketing,
management and other personnel. Competition for such personnel is intense and
any decline in the Company's ability to attract and retain such personnel may
have adverse effects on its financial condition and operating results.
7
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of each Selling Shareholder's Shares will belong to
the Selling Shareholders. The Company will not receive any of the proceeds from
such sales of the Shares.
SELLING SHAREHOLDERS
The Shares are to be offered by and for the respective accounts of the Selling
Shareholders. The number of Shares which each Selling Shareholder may offer is
as follows:
<TABLE>
<CAPTION>
Shares Shares offered
owned pursuant to this
Selling Shareholders before offering Prospectus
- --------------------------------------------------------------------------------
<S> <C> <C>
Francis X. Acunzo/(1)/ 30,159 30,159
Colleen Acunzo/(1)/ 30,158 30,158
Singatronics Asset Holdings Private Limited 831,004 831,004
----------------------------------
Total 891,321 891,321
----------------------------------
</TABLE>
- -----------------------
(1) Includes 3,016 Shares which are held in escrow to be distributed to the
Shareholders upon satisfaction of certain contingencies.
None of the Selling Shareholders has had any material relationship with the
Company or any of its affiliates within the past three years except as described
below.
Francis X. Acunzo and Colleen M. Acunzo acquired their shares in connection with
the sale of all the outstanding stock of Spa Management, Inc. ("Spa") to the
Company pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement")
dated June 27, 1996. Francis X. Acunzo was President, Clerk and a Director and
Colleen M. Acunzo was Treasurer and a Director of Spa until they resigned such
positions on June 27, 1996. On June 27, 1996, Mr. Acunzo was hired to be the
Chief Operating Officer of Candela Skin Care Centers, Inc., a wholly-owned
subsidiary of the Company. In the Stock Purchase Agreement, the Company agreed
to bear all expenses up to $30,000 in connection with the registration and sale
of the Shares (other than underwriting discounts and selling commissions and the
fees and expenses of counsel and other advisors to the Selling Shareholders).
See "Plan of Distribution."
Singatronics Asset Holdings Private Limited ("Singatronics") acquired its shares
in connection with an equity investment in the Company pursuant to a Stock
Purchase Agreement (the "Singatronics Stock Purchase Agreement") dated
November 17, 1988. In the Singatronics Stock Purchase Agreement, the Company
agreed to bear all expenses in connection with the registration and sale of the
shares purchased pursuant to the Singatronics Stock Purchase Agreement (other
than underwriting discounts and selling commissions and the fees and expenses of
counsel and certain advisors relating to such sale). See "Plan of Distribution."
Each Selling Shareholder represented in their respective Stock Purchase
Agreements that he or she was purchasing the Shares from the Company without any
present intention of effecting a distribution of those Shares. In recognition
of the fact, however, that investors may want to be able to sell their shares
when they consider appropriate, the Company has filed with the Commission a
registration statement on Form S-3 (of which this Prospectus is a part) with
respect to the sale of the Shares by the Selling Shareholders from time to time
on the Nasdaq National Market. The Company will prepare and file such
8
<PAGE>
amendments and supplements to the registration statement as may be necessary to
keep it effective until the earlier of the sale of all Shares pursuant to the
registration statement or until October 9, 1997.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholders for their own accounts. The Company will receive none of the
proceeds from this offering. The Selling Shareholders will pay or assume
brokerage commissions or other charges and expenses incurred in the sale of the
Shares.
The distribution of the Shares by the Selling Shareholders is not subject to any
underwriting agreement. The Shares covered by this Prospectus may be sold by
the Selling Shareholders or by pledgees, donees, transferees or other successors
in interest. The Shares offered by the Selling Shareholders may be sold from
time to time at market prices prevailing at the time of sale, at prices relating
to such prevailing market prices or at negotiated prices. In addition, the
Selling Shareholders may sell their Shares covered by this Prospectus through
customary brokerage channels, either through broker-dealers acting as agents or
brokers, or through broker-dealers acting as principals, who may then resell the
Shares, or at private sale or otherwise, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions, commissions, or fees from
the Selling Shareholders and/or purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Any broker dealers that participate with the Selling
Shareholders in the distribution of Shares may be deemed to be underwriters and
any commissions received by them and any profit on the resale of Shares
positioned by them might be deemed to be underwriting discounts and commissions
within the meaning of the Securities Act, in connection with such sales.
Any shares covered by the Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Boston EquiServe, 150 Royall Street, Canton, Massachusetts 02021, is the
transfer agent for the Company's Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company and the Selling Shareholders by Testa, Hurwitz & Thibeault, LLP,
Boston, Massachusetts.
9
<PAGE>
EXPERTS
The audited financial statements and schedules of Candela Corporation
incorporated by reference in this Prospectus and elsewhere in this registration
statement have been audited by Coopers & Lybrand L.L.P., independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
10
<PAGE>
================================================================================
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company, any Selling
Shareholder or any other person. This Prospectus does not constitute an offer
to sell or a solicitation of any offer to buy any of the securities offered
hereby to any person or by anyone in any jurisdiction in which it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, except as otherwise contemplated by the
rules and regulations of the Securities and Exchange Commission, create any
implication that the information contained herein is correct as of any date
subsequent to the date hereof.
--------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information 2
Incorporation of Certain Information by Reference 2
The Company 4
Risk Factors 6
Use of Proceeds 8
Selling Shareholders 8
Plan of Distribution 9
Legal Matters 9
Experts 10
</TABLE>
================================================================================
================================================================================
891,321 SHARES
Candela
Corporation
COMMON STOCK
--------
PROSPECTUS
--------
October , 1996
--
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses (other than underwriting discounts and commissions) payable
in connection with the sale of the Common Stock offered hereby are as follows:
<TABLE>
<S> <C>
SEC Registration fee $ 1,980.00
Nasdaq filing fee 1,210.00
Legal fees and expenses 6,000.00
Accounting fees and expenses 5,000.00
Blue Sky fees and expenses (including legal fees) 500.00
----------
Total $14,690.00
==========
</TABLE>
The Company will bear all expenses shown above.
Item 15. Indemnification of Directors and Officers.
(a) Section 145 of the Delaware General Corporation Law, as amended, gives
Delaware corporations the power to indemnify each of their present and former
officers or directors under certain circumstances, if such person acted in good
faith and in a manner which he reasonably believes to be in, or not opposed to,
the best interests of the corporation.
(b) The Company's By-Laws provide for indemnification in accordance with
Delaware law.
(c) The registrant has an insurance policy that insures the registrant's
directors and officers against certain liabilities which may be incurred in
connection with the performance of their duties.
Item 16. Exhibits and Financial Statement Schedules.
Exhibits:
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in Part II of this
Registration Statement)
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) For the purpose of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's Annual
Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and other
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liability (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of 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 issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wayland, Commonwealth of Massachusetts, on the 9th
day of October, 1996.
CANDELA CORPORATION
Date: By: /s/ Gerard E. Puorro
---------------------------
Gerard E. Puorro
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Candela Corporation, hereby
severally constitute and appoint Gerard E. Puorro and Gordon H. Hayes, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
all pre-effective and post-effective amendments to this registration statement
and generally do all things in our names and on our behalf in such capacities to
enable Candela Corporation to comply with the provisions of the Securities Act
of 1933, as amended and all requirements of the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Exchange Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title(s) Date:
- --------- -------- -----
/s/ Gerard E. Puorro President, Chief Executive October 9, 1996
- --------------------------- Officer, Acting CFO and
Gerard E. Puorro Director
(Principal Executive Officer)
/s/ Kenneth D. Roberts Chairman of the Board October 9, 1996
- --------------------------- of Directors
Kenneth D. Roberts
/s/ Richard J. Cleveland Director October 9, 1996
- ---------------------------
Richard J. Cleveland
/s/ Robert E. Dornbush Director October 9, 1996
- ---------------------------
Robert E. Dornbush
/s/ Theodore G. Johnson Director October 9, 1996
- ---------------------------
Theodore G. Johnson
/s/ Douglas W. Scott Director October 9, 1996
- ---------------------------
Douglas W. Scott
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- -------------------------- ----------------------------------------------------
<S> <C>
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in Part II of this
Registration Statement)
</TABLE>
<PAGE>
October 9, 1996
Candela Corporation
530 Boston Post Road
Wayland, MA 01778
Re: Candela Corporation
Registration Statement on Form S-3
----------------------------------
Dear Sirs:
We are acting as counsel for Candela Corporation, a Delaware
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the offer and sale of up to 891,321
shares of Common Stock, par value $.01 per share, of the Company (the "Shares")
to be sold by (i) certain former stockholders of Spa Management, Inc. and (ii)
by Signatronics Asset Holdings Private Limited.
We have examined such documents, records and matters of law as we have
deemed necessary for this opinion.
We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts and the United States of America,
and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/Testa, Hurwitz & Thibeault, LLP
----------------------------------------
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Candela Corporation on Form S-3 of our report dated August 9, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of Candela corporation as of June 29, 1996 and July 1, 1995, and for the three
fiscal years in the period ended June 29, 1996, which report is included in the
Company's 1996 Annual Report on Form 10-K. We also consent to the reference to
our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
October 8, 1996
