<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 28, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
----- ------
Commission file number 0-14742
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 no.)
530 Boston Post Road
Wayland, Massachusetts 01778
---------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 358-7400
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
----------------------------
(Title of Class)
Common Stock Purchase Warrants
------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_].
<PAGE>
2
The aggregate market value of the Common Stock, $.01 par value, of the
registrant held by non-affiliates of the registrant as of October 13, 1997
(computed based on the closing price of $7.125 of such stock on The Nasdaq
National Market on October 13, 1997) was $19,909,608.
As of October 13, 1997, 5,433,665 shares of the registrants Common Stock, $.01
par value, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
3
The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K as set forth on the pages attached hereto:
<PAGE>
4
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Gerard E. Puorro 50 President, Chief Executive Officer and
Director
Kennth D. Roberts 64 Chairman of the Board of Directors
Theodore G. Johnson 65 Director
Douglas W. Scott 51 Director
Richard J. Cleveland, M.D. 65 Director
Robert E. Dornbush 50 Director
</TABLE>
Mr. Puorro was appointed a Director of the Company in September 1991. Mr.
Puorro has been President and Chief Executive Officer of the Company since April
1993. From April 1989 until April 1993, Mr. Puorro was Senior Vice President
and Chief Financial Officer of the Company. Mr. Puorro was elected Treasurer in
April 1991 and Chief Operating Officer in December 1992. Prior to joining the
Company and since 1982, he was Vice President and Controller at Massachusetts
Computer Corporation, a manufacturer of micro-supercomputers.
Mr. Roberts has been a Director of the Company since August 1989 and
Chairman of the Board of Directors since November 1991. From November 1992 to
June 1995, Mr. Roberts was employed on a part-time basis as Vice President and
Chief Financial Officer of Foster Miller, Inc., an engineering services company.
Since December 1988, he has been an independent management consultant. From
July 1986 to December 1988, Mr. Roberts was Vice President, Treasurer and Chief
Financial Officer of Massachusetts Computer Corporation, a manufacturer of
micro-supercomputers. Prior to that time and for many years, he was Senior Vice
President and Treasurer of Dynatech Corporation, a provider of diversified high
technology products and services.
Mr. Johnson has been a Director of the Company since February 1988. From
1983 until 1991, he managed his own venture capital and consulting business,
Prelude Management, Inc. Since that time, he has been an active venture
investor and director of a number of companies. Prior to that and for twenty-
five years, he was a Vice President at Digital Equipment Company. Mr. Johnson
is currently a Director of Kronos, Inc., Gensym, Inc., and a number of private
companies including Enrollment Collaborative, Inc., a computer-based college
application service.
Mr. Scott has been a Director of the Company since September 1991. Since
1985, Mr. Scott has been a partner with Phildius, Kenyon & Scott, a health care
consulting and investment firm. Mr. Scott is currently President, Chief
Operating Officer, and a Director of Avitar, Inc., a publicly held health care
company. Mr. Scott also served as Chief Executive Officer of Avitar from
December 1989 through April 1991.
Dr. Cleveland was appointed a Director of the Company in April 1994. He
has been Professor of Surgery at Tufts University School of Medicine since 1972.
In 1986, he was appointed the Andrews Professor of Surgery at the same
institution. From 1975 to 1993, Dr. Cleveland was Chairman of the Department of
Surgery and Surgeon-in-Chief at the New England Medical Center and a member of
the staff of several hospitals in the Boston area. He is presently Secretary-
Treasurer of the American Board of Thoracic Surgery and has held numerous
positions in a variety of other professional associations.
Mr. Dornbush was appointed a Director of the Company in January 1995. He
has been a principal in Co-Development International, a health care consulting
firm, since 1992. In that capacity, he served as a materials management
consultant for Kaiser Permanente from 1994 through 1995. Prior to that time,
Mr. Dornbush was President of UNIT Consulting Group. From 1978 through 1991,
Mr. Dornbush held the positions of President and Chief Executive Officer at Itel
Distribution Systems, Inc. and The Dornbush Group, Inc. Mr. Dornbush also is
<PAGE>
5
currently a partner in five real estate entities: Pratezk Partners, Double M
Investments, Dom Associates, Westside Development and Lewis, Wolcott and
Dornbush Real Estate, Inc.
Information regarding the Company's executive officers is contained in Part
I of the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission (the "SEC") on September 19, 1997.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such persons are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Each of William B. Kelley, Vice President, North American Sales and Service
for the Company, Richard J. Olsen, Senior Vice President for the Company and Mr.
Scott failed to timely file a Statement of Beneficial Ownership of Securities on
Form 4 for a single transaction. Each of Messrs. Cleveland, Dornbush, Roberts,
Scott and Johnson failed to timely file an Annual Statement of Beneficial
Ownership of Securities on Form 5 for two transactions. Each of Jay Caplan,
Vice President, Operations for the Company, James C. Hsia, Senior Vice
President, Research for the Company, Mr. Puorro and Robert Wilber, Vice
President, Service for the Company, failed to timely file an Annual Statement of
Beneficial Ownership of Securities on Form 5 for a single transaction. The
foregoing information is based solely on the Company's review of the copies of
such forms received by it or written representations from certain reporting
persons that no Forms 4 or 5 were required to be filed.
ITEM 11. EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive a fee of $750 per
meeting of the Board of Directors or committee meeting thereof if held
separately. Directors are also reimbursed for out-of-pocket expenses incurred
in connection with the performance of their duties as a director.
On May 10, 1990, the Board of Directors of the Company adopted the 1990
Non-Employee Director Plan, which was approved by the Company's shareholders on
November 13, 1990. The 1990 Non-Employee Director Plan provides for the
issuance of options for the purchase of up to 60,000 shares of the Company's
Common Stock. Under this plan, each member of the Company's Board of Directors
who is neither an employee nor officer of the Company receives a one-time grant
of an option to purchase 10,000 shares of Common Stock at an exercise price
equal to the fair market value on the date of grant. The options generally
become exercisable in equal amounts over a period of four years from the date of
grant, expire seven years after the date of grant and are nontransferable.
Including cancellations, options for the purchase of 66,500 shares have been
granted at a range of exercise prices from $3.25 to $14.50 per share. Upon
shareholder approval of the 1993 Non-Employee Director Stock Option Plan, the
Board of Directors terminated the granting of options under the 1990 Non-
Employee Director Stock Option Plan.
On June 2, 1993, the Board of Directors of the Company adopted the 1993
Non-Employee Director Stock Option Plan, which was approved by the Company's
shareholders on November 18, 1993. The 1993 Non-Employee Director Plan provides
for the issuance of options for the purchase of up to 80,000 shares of the
Company's Common Stock. Under this Plan, each member of the Company's Board of
Directors who is neither an employee nor an officer of the Company receives a
onetime grant of an option to purchase 10,000 shares of Common Stock at an
exercise price equal to the fair market value on the date of grant. The options
generally become exercisable in equal amounts over a period of two years from
the date of grant, expire ten years after the date of grant and are
nontransferable. To date, options for the purchase of 60,000 shares have been
granted at exercise prices ranging from $1.50 to $3.25 per share.
<PAGE>
6
On December 24, 1996, Dr. Cleveland, a director of the Company, was granted
non-statutory options to purchase 20,000 shares of the common stock of Candela
Skin Care Centers, Inc., a subsidiary of the Company, at an exercise price of
$1.00. These non-statutory options were granted pursuant to the terms of the
Candela Skin Care Centers, Inc. 1996 Incentive and Non-Statutory Stock Option
Plan, have a term of 10 years from the date of grant and become exercisable over
a four-year period.
In fiscal 1997, Mr. Roberts, Chairman of the Board of Directors of the
Company, received compensation in the amount of $3,147 from the Company for
services provided to the Company pursuant to a Consulting Agreement dated June
10, 1996.
In fiscal 1997, Dr. Cleveland, a director of the Company, received
compensation in the amount of $32,697 from Candela Skin Care Centers, Inc. for
services provided to the Company pursuant to a Consulting Agreement dated June
10, 1996.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
compensation paid or accrued by the Company for services rendered to the
Company, in all capacities, for the year ended June 28, 1997 by its Chief
Executive Officer (the "CEO") and the four other most highly paid executive
officers of the Company, in each case whose total salary and bonus exceeded
$100,000 during the year ended June 28, 1997 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
-------------------------------------------------------------
FISCAL OTHER ANNUAL AWARDS(2) ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION($) OPTIONS/SARS(#) COMPENSATION($)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gerard E. Puorro............... 1997 209,792 15,000(3) 100,000 3,046(5)
Chief Executive Officer, 1996 207,615 15,000(3) 50,000(4) 2,376(5)
President and Director 1995 205,085 43,125(3) 100,000 2,590(5)
James C. Hsia, Ph.D. .......... 1997 141,686 -- 20,000 2,935(6)
Senior Vice President, 1996 131,019 -- 40,000 2,470(6)
Research 1995 127,453 -- 0 2,673(6)
Kenji Shimizu.................. 1997 152,098 -- 0 2,491(7)
Executive Vice President 1996 145,720 -- 0 174(7)
1995 135,011 -- 25,000 188(7)
William B. Kelley.............. 1997 156,988 -- 25,000 2,401(8)
Vice President, North 1996 135,520 -- 0 1,934(8)
American Sales and Service 1995 135,408 -- 20,000 2,119(8)
Richard J. Olsen............... 1997 135,583 -- 0 1,688(9)
Senior Vice President 1996 124,377 -- 90,000(4) 1,669(9)
1995 116,384 -- 20,000 2,028(9)
</TABLE>
- ---------------------
(1) Excludes perquisites and other personal benefits, the aggregate annual
amount of which for each officer was less than the lesser of $50,000 or 10%
of the total salary and bonus reported for the named executive officer.
(2) The Company did not grant any restricted stock awards or stock appreciation
rights ("SARs") or make any long-term incentive plan pay-outs during the
fiscal years ended June 28, 1997, June 29, 1996 or July 1, 1995.
<PAGE>
7
(3) For fiscal 1997, 1996 and 1995, includes $15,000, $15,000 and $43,125 of
debt forgiveness, respectively.
(4) Options for the purchase of shares in Candela Skin Care Centers, Inc., a
subsidiary of the Company.
(5) For fiscal 1997, includes $2,320 in matching contributions by the Company
pursuant to the Company's 401(k) Plan and $726 in life insurance premiums
paid by the Company for the benefit of Mr. Puorro. For fiscal 1996,
includes $1,717 in matching contributions by the Company pursuant to the
Company's 401(k) Plan and $659 in life insurance premiums paid by the
Company for the benefit of Mr. Puorro. For fiscal 1995, includes $1,816 in
matching contributions by the Company pursuant to the Company's 401(k) Plan
and $714 in life insurance premiums paid by the Company for the benefit of
Mr. Puorro.
(6) For fiscal 1997, includes $2,175 in matching contributions by the Company
pursuant to the Company's 401(k) Plan and $760 in life insurance premiums
paid by the Company for the benefit of Dr. Hsia. For fiscal 1996, includes
$1,773 in matching contributions by the Company pursuant to the Company's
401(k) Plan and $697 in life insurance premiums paid by the Company for the
benefit of Dr. Hsia. For fiscal 1995, includes $1,912 in matching
contributions by the Company pursuant to the Company's 401(k) Plan and $761
in life insurance premiums paid by the Company for the benefit of Dr. Hsia.
(7) For fiscal 1997, includes $2,292 in matching contributions by the Company
pursuant to the Company's 401(k) Plan. For fiscal 1997, 1996 and 1995,
includes $199, $174 and $188, respectively, in life insurance premiums paid
by the Company for the benefit of Mr. Shimizu.
(8) For fiscal 1997, includes $2,291 in matching contributions by the Company
pursuant to the Company's 401(k) Plan and $110 in life insurance premiums
paid by the Company for the benefit of Mr. Kelley. For fiscal 1996,
includes $1,837 in matching contributions by the Company pursuant to the
Company's 401(k) Plan and $97 in life insurance premiums paid by the Company
for the benefit of Mr. Kelley. For fiscal 1995, includes $2,012 in matching
contributions by the Company pursuant to the Company's 401(k) Plan and $107
in life insurance premiums paid by the Company for the benefit of Mr.
Kelley.
(9) For fiscal 1997, includes $1,013 in matching contributions by the Company
pursuant to the Company's 401(k) Plan and $675 in life insurance premiums
paid by the Company for the benefit of Mr. Olsen. For fiscal 1996, includes
$1,072 in matching contributions by the Company pursuant to the Company's
401(k) Plan and $597 in life insurance premiums paid by the Company for the
benefit of Mr. Olsen. For fiscal 1995, includes $1,182 in matching
contributions by the Company pursuant to the Company's 401(k) Plan and $846
in life insurance premiums paid by the Company for the benefit of Mr. Olsen.
<PAGE>
8
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth grants of stock options pursuant to the
Company's 1989 Stock Plan during the fiscal year ended June 28, 1997 to the
Named Executive Officers listed in the Summary Compensation Table above.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTIONS(1)
------------------------------------------------------------------------- ---------------------------
PERCENT OF
NAME TOTAL
OPTIONS/
GRANTED TO EXERCISE
OPTION EMPLOYEES OF BASE EXPIR-
GRANTED IN FISCAL PRICE ATION
(#) YEAR ($/SHARE) DATE 5% 10%
- ------------------------ ------------------------------------------------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerard E. Puorro........ 100,000(2) 46.51% 7.50 8/9/06 471,671 1,195,307
James C. Hsia, Ph.D. ... 20,000(2) 9.30% 7.50 8/9/06 94,334 239,061
Kenji Shimizu........... 0 -- -- -- -- --
William B. Kelley....... 25,000(2) 11.63% 7.50 8/9/06 117,918 298,827
Richard J. Olsen........ 0 -- -- -- -- --
- ----------------
</TABLE>
(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation (5% and 10%) on
the Company's Common Stock, as the case may be, over the term of the
options. These numbers are calculated based on rules promulgated by the
Securities and Exchange Commission and do not reflect the Company's estimate
of future stock price growth. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the timing of such
exercise and the future performance of the Company's Common Stock. There
can be no assurance that the rates of appreciation assumed in this table can
be achieved or that the amounts reflected will be received by the
individuals.
(2) These options were granted on August 9, 1996, have a term of ten years from
the date of grant, become exercisable over a four year period and qualify as
incentive stock options under Section 422 of the Internal Revenue Code.
<PAGE>
9
OPTION EXERCISES AND FISCAL YEAR END VALUES
The following table sets forth information with respect to options to
purchase (1) the Company's Common Stock granted under the 1987 Stock Option Plan
and 1989 Stock Plan, and (2) shares of the Company's subsidiary, Candela Skin
Care Centers, Inc. including (i) the number of shares purchased upon exercise of
options in the most recent fiscal year, (ii) the net value realized upon such
exercise, (iii) the number of unexercised options outstanding at June 28, 1997,
and (iv) the value of such unexercised options at June 28, 1997:
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
JUNE 28, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT JUNE 28, 1997 (#) AT JUNE 28, 1997 ($)(2)
-----------------------------------------------------------------------
SHARES VALUE
ACQUIRED REALIZED EXERCIS- UNEXERCIS- EXERCIS- UNEXERCIS-
NAME ON EXERCISE ($)(1) ABLE ABLE ABLE ABLE
(#)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerard E. Puorro ........ 0 0 155,000 125,000 410,625 175,000
0 0 37,500(3) 12,500(3) --(4) --(4)
James C. Hsia, Ph.D. .... 0 0 80,546 31,250 108,472 0
Kenji Shimizu ........... 0 0 31,250 12,500 93,750 43,750
William B. Kelley ....... 1,500 8,250 49,214 35,000 146,074 35,000
Richard J. Olsen ........ 0 0 43,939 10,000 128,472 35,000
0 0 45,000(3) 45,000(3) --(4) --(4)
</TABLE>
- --------------------
(1) Named Executive Officers will receive cash only if and when they sell the
securities issued upon exercise of the options and the amount of cash
received by such individuals is dependent on the value of such securities at
the time of such sale, if any.
(2) Value is based on the difference between option grant price and the fair
market value at 1997 fiscal year end ($6.25 per share as quoted on the
Nasdaq Stock Market at the close of trading on June 27, 1997) multiplied by
the number of shares underlying the option.
(3) These options are for the purchase of shares of Candela Skin Care Centers,
Inc., a subsidiary of the Company.
(4) Value of options to purchase shares of Candela Skin Care Centers, Inc.
cannot be determined due to the lack of a public market. At the time of
grant, the board of directors of Candela Skin Care Centers, Inc. determined
that the exercise price of $1.00 was not less than the fair market value of
shares of Candela Skin Care Centers, Inc.
EMPLOYMENT CONTRACTS
The Company has a severance agreement with each of Messrs. Puorro, Hsia,
Shimizu, Kelley and Olsen. Under the Company's agreements with Messrs. Puorro,
Hsia, Shimizu, Kelley and Olsen, each of them is entitled to continue to receive
from the Company their respective base annual salary over 12 months in the event
that their services for the Company are terminated for any reason except
resignation. Under the Company's agreement with Mr. Puorro, he is entitled to
receive 18 months of severance in the event that there is a change in control of
the Company as defined by the agreement.
<PAGE>
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of October 17, 1997 by (i)
each person known to the Company who beneficially owns 5% or more of the
outstanding shares of its Common Stock, (ii) each director or nominee to become
a director of the Company, (iii) each executive officer identified in the
Summary Compensation Table and (iv) all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL OWNERSHIP(1)
---------------------------------
NUMBER AND ADDRESS OF NUMBER OF SHARES PERCENT OF SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------------------------------------------------
<S> <C> <C>
Gerard E. Puorro(2) .................. 207,706 3.7%
Theodore G. Johnson(3) ............... 73,349 1.3%
Kenneth D. Roberts(4) ................ 26,500 *
Douglas W. Scott(5) .................. 26,250 *
Richard J. Cleveland, M.D.(6) ........ 17,000 *
Robert E. Dornbush(7) ................ 305,335 5.6%
James C. Hsia(8) ..................... 120,718 2.2%
Kenji Shimizu(9) ..................... 40,000 *
William B. Kelley(10) ................ 60,989 1.1%
Richard J. Olsen(11) ................. 74,805 1.4%
Singatronics Asset Holdings Private
Limited(12) ........................ 870,146 16.0%
506 Chai Chee Lane
Singapore 469026
William D. Witter, Inc.(13) .......... 1,340,233 24.7%
153 East 53rd Street
New York, NY 10022
All Directors and Executive
Officers as a Group (13 Persons)(14) 991,429 16.5%
- --------------------
</TABLE>
* Represents less than 1% of the Company's outstanding Common Stock.
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
beneficially owned by them. Pursuant to the rules of the Securities and
Exchange Commission the number of shares of Common Stock deemed outstanding
includes, for each person or group referred to in the table, shares issuable
pursuant to options held by the respective person or group which may be
exercised within 60 days after October 17, 1997.
<PAGE>
11
(2) Includes 205,000 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(3) Includes 20,500 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(4) Includes 22,500 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997. Excludes 3,000 shares
held by a trust for the benefit of one of Mr. Roberts' children as to which
Mr. Roberts disclaims beneficial ownership.
(5) Includes 25,000 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(6) Includes 15,000 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(7) Includes 15,000 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997 and warrants to
purchase 2,000 shares of Common Stock. Excludes 119,885 shares held by
Kenan Greg Loomis which, by virtue of their expectation that they are
likely to act in concert with respect to future transactions in the
Company's securities, each of Messrs. Dornbush and Loomis may be deemed to
own beneficially. However, each of Messrs. Dornbush and Loomis disclaims
voting power and investment power over the securities of the Company owned
by the other. Information based on Amendment No. 2 to Schedule 13D, dated
September 9, 1992, and Amendment No. 6 to Schedule 13D, dated December 22,
1994 filed with the Securities and Exchange Commission.
(8) Includes 85,546 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(9) Includes 37,500 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(10) Includes 60,464 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(11) Includes 48,939 shares issuable pursuant to stock options exercisable
within the 60 day period following October 17, 1997.
(12) Includes warrants to purchase 39,142 shares of Common Stock. Information
based on Amendment No. 3 to Schedule 13D, dated June 9, 1992 filed with the
Securities and Exchange Commission.
(13) Information based on Amendment No. 2 to Schedule 13G which was filed with
the Securities and Exchange Commission on September 12, 1995, Amendment No.
4 to Schedule 13G filed on February 16, 1996, Amendment No. 5 to Schedule
13G filed on June 21, 1996 and Amendment No. 6 to Schedule 13G filed
September 19, 1997.
(14) Includes 562,474 shares subject to stock options exercisable within the 60
day period following October 17, 1997. Also includes warrants to purchase
2,000 shares of Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<PAGE>
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, this 23rd day of October,
1997.
CANDELA CORPORATION
By: /s/ Gerard E. Puorro
---------------------
Gerard E. Puorro
President and Chief Executive Officer
