<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1996
REGISTRATION NO. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CANDELA CORPORATION
______________________
DELAWARE 04-2477008
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
530 BOSTON POST ROAD, WAYLAND, MASSACHUSETTS 01778
(Address of Principal Executive Offices)
____________________
CANDELA CORPORATION
1989 STOCK PLAN
(Full Title of the Plan)
____________________
F. PAUL BROYER
TREASURER AND CHIEF FINANCIAL OFFICER
CANDELA CORPORATION
530 BOSTON POST ROAD
WAYLAND, MASSACHUSETTS 01778
(Name and Address of Agent for Service)
508-358-7400
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
GORDON H. HAYES, JR., ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER, 125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
____________________
Approximate date of commencement of sales pursuant to plan:
From time to time after the Registration Statement has become effective.
____________________
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Total of Sequentially Number Pages: __
Exhibit Index on Sequentially Numbered Page: __
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock ($.01 par 250,000 $6.00 $1,500,000 $454.55
value) shares
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</TABLE>
The exercise price of such options shall be determined at the time of grant.
Accordingly, pursuant to Rule 457 (h) (1), the price of $6.00 per share, which
is the average of the high and low prices reported on the National Association
of Securities Dealers Automated Quotation National Market System on October 25,
1996, is set forth solely for purposes of calculating the filing fee.
2
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This Registration Statement registers additional securities of the same class
as other securities for which registration statements filed on this form
(Registration Statements Nos. 33-29291, 33-37699 and 33-55596) relating to
Candela Corporation's 1989 Stock Plan are effective. Pursuant to General
Instruction E of Form S-8, the contents of the above listed Registration
Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
--------
Exhibit No. Description of Exhibit
- ----------- ----------------------
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 (contained in its
opinion at Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayland, Massachusetts, on the 30th day of October, 1996.
CANDELA CORPORATION
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 F. Paul Broyer, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement filed herewith and any and all amendments
thereto (including post-effective amendments), and generally to do all such
things in our names and on our behalf in our capacities as officers and
directors 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, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- ------- ----
<S> <C> <C>
/s/ Gerard E. Puorro President, Chief October 30, 1996
- ---------------------------- Executive Officer
Gerard E. Puorro and Director
(principal executive officer)
/s/ F. Paul Broyer Treasurer and Chief Financial October 30, 1996
- ---------------------------- Officer
F. Paul Broyer (principal financial officer)
/s/ Theodore G. Johnson Director October 30, 1996
- ----------------------------
Theodore G. Johnson
/s/ Kenneth D. Roberts Director October 30, 1996
- ----------------------------
Kenneth D. Roberts
/s/ Douglas W. Scott Director October 30, 1996
- ----------------------------
Douglas W. Scott
/s/ Richard J. Cleveland Director October 30, 1996
- ----------------------------
Richard J. Cleveland
/s/ Robert E. Dornbush Director October 30, 1996
- ----------------------------
Robert E. Dornbush
</TABLE>
4
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
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 (contained in its
opinion at Exhibit 5).
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
<PAGE>
EXHIBIT 5.1
October 30, 1996
Candela Corporation
530 Boston Post Road
Wayland, MA 01778
Re: Registration Statement on Form S-8 Relating to the 1989
Stock Plan of Candela Corporation (hereinafter the "Plan")
----------------------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Candela Corporation (the "Company") on
the date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to an aggregate of 250,000 shares of Common
Stock, $.01 par value, of the Company issued or issuable pursuant to the Plan
(the "Shares").
We are Counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors.
We have examined such documents, certificates, records and matters of law
that we have deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and sold in accordance with the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Candela Corporation on Form S-8 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
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
October 23, 1996
