<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
Candela Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
Common Stock Purchase Warrants
- --------------------------------------------------------------------------------
(Title of Class of Securities)
136 907 102
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert Earl Dornbush
104 Cypress Avenue
Kentfield, California 94904 (415) 457-1930
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1999
- --------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item I; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
- ---------------
(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 1 of 24 Pages
<PAGE> 2
CUSIP NO. 136-907-102 13D PAGE 2 OF 24 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Earl Dornbush
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 136-907-102 13D PAGE 3 OF 24 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenan Greg Loomis
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00 See Item 3
---------------------------------------------------------------------
(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. Citizen
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 39,885 See item 5
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
39,885 See item 5
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,220 shares (including 2,000 shares issuable upon exercise of 2000
warrants)
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 136-907-102 13D PAGE 4 OF 24 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Paideia School
Tax I.D. No. 23-708-9522
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(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
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 80,000 shares Item 5
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
80,000 shares Item 5
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
AMENDMENT NO. 7 TO SCHEDULE 13D
Item 1. Security and Issuer
The report to the Securities and Exchange Commission on Schedule 13D
filed by Kirk Terry Dornbush and Robert Earl Dornbush on June 26, 1992 is hereby
amended. Such Schedule 13D has been previously amended by Amendment No. 1
thereto filed August 21, 1992, Amendment No. 2 thereto filed September 9, 1992,
Amendment No. 3 thereto, filed October 27, 1993, Amendment No. 4 thereto filed
December 7, 1993, Amendment No. 5 thereto filed March 24, 1994 and Amendment No.
6 filed December 13, 1994. Such Schedule 13D, as so amended, is referred to as
the "Schedule 13D." The Schedule 13D relates to the common stock, par value
$0.01 per share (the "Stock"), and the Common Stock Purchase Warrants (the
"Warrants"), of Candela Corporation, a Delaware corporation (the "Company"),
CUSIP Number 136 907 102 It's principal business location is 530 Boston Post
Road, Wayland, MA 01778.
Item 2. Identity and Background.
Kenan Greg Loomis ("Loomis") on February 11, 1999 transferred 80,000
shares of Stock to The Paideia School. Loomis then retained 39,885 shares of
Stock which he had originally purchased from Kirk Terry Dornbush.
Kenan Greg Loomis is an individual resident of the State of Georgia.
Mr. Loomis' residence address is 36 Northwood Ave., Atlanta, Georgia, 30309.
Mr. Loomis' present principal occupation is the practice of law, which is
conducted through the law firm of Smith Helms Mulliss & Moore, LLP, the address
of which is 1355 Peachtree Center, Suite 750, Atlanta, Georgia 30309. During
the last five years, Mr. Loomis has not been convicted in a criminal proceeding
and has not been a party to a civil proceeding as a result of which he was or
is subject to a 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.
The Paideia School is a Georgia 501(c)(3) not for profit corporation
which operates a pre-kindergarten through twelfth grade private school in
Atlanta, Georgia. The Paideia School is located at 1509 So. Ponce de Leon
Avenue, Atlanta, GA 30307. The Paideia School's tax identification number is
23-708-9522. During the last five years, The Paideia School, its Officers and
Trustees, have not been convicted in a criminal proceeding and have not been a
party to a civil proceeding as a result of which they were or are subject to a
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.
-1-
<PAGE> 6
Item 3. Source and Amount of Funds or Other Consideration.
Loomis purchased all 119,885 shares of Stock owned by Kirk Terry
Dornbush for a promissory note in the principal amount of $209,799. At the time
of Loomis' transfer of 80,000 shares to The Paideia School (Exhibits 1 and 2),
Kirk Terry Dornbush transferred the promissory note to The Paideia School
(Exhibit 3). As part of the consideration of the transfer by Loomis of 80,000
shares to The Paideia School, said promissory note was canceled (Exhibits 4 and
5). Of the shares transferred by Loomis 44,716 were deemed to constitute a
charitable contribution by Loomis to The Paideia School.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated as follows:
Following the transfer by Loomis to The Paideia School of 80,000
shares, Loomis retained 39,885 shares of Stock.
Kirk Terry Dornbush sold his shares of Stock to Loomis in order to
liquidate his investment in the Company.
Robert Earl Dornbush ("Dornbush"), Loomis and The Paideia School are
referred to herein as the "Reporting Persons".
The shares of Stock and Warrants acquired by Dornbush and Loomis have
been acquired for investment purposes. The shares acquired by The Paideia
School were by virtue of a charitable contribution.
Depending upon market conditions, their continuing evaluation of the
business and prospects of the Company and other factors, Dornbush and Loomis
may buy or sell additional securities of the Company or sell securities of the
Company in open market transactions, in private transactions or by any other
possible means. It its sole discretion, The Paideia School may sell securities
of the Company in open market transactions, in private transactions or by any
possible means.
Robert Earl Dornbush became a director of the Company on December 16,
1994. Dornbush has informed the Company of his intent to resign as a member of
the board of directors of the Company upon the declaration of effectiveness of
the Company's registration statement on Form S-1 ("Registration Statement")
previously filed with the Securities and Exchange Commission.
Except as otherwise stated herein, the Reporting Persons have no
present plans which relate to or would result in:
(a) An extraordinary corporation transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
-2-
<PAGE> 7
(c) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(d) Any material change in the present capitalization or dividend
policy of the Company;
(e) Any other material change in the Company's business or
corporate structure;
(f) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other action which may impede the acquisition or
control of the Company by any person;
(g) Causing a class of securities of the Company to be delisted
from a National Securities Exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of any registered national securities
association;
(h) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g) (4) of the Securities
Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
However, depending on market conditions, their continuing evaluation of the
business and prospects of the Company and other factors, the Reporting Persons
may at some future date formulate plans which may relate to or result in one or
more of the events or outcomes set forth in (a) through (i) above in this Item
4.
The Reporting Persons believe that any unwillingness to consider
various strategic alternatives would be a significant obstacle in returning the
Company to profitability and enhancing shareholder value. In particular, the
Reporting Persons believe the Company will benefit form a Board of Directors
committed to pursuing a merger, joint venture, business combination or other
strategic alliance with another company in the industry. The Reporting Persons
are committed to increasing shareholder value for all shareholders, not only
those having a large percentage ownership stake, and want the benefits of any
such transaction to be shared equally by all shareholders. Although the
Reporting Persons intend to use their best efforts to cause the Company to
explore opportunities to form a strategic alliance, the Reporting Persons have
no present intention of increasing their combined percentage ownership of the
Company, entering into a transaction with any greater than 18.5% owner or
entering into a transaction the result of which would cause someone to become a
greater than 18.5% owner of the Company.
-3-
<PAGE> 8
The Paideia School will act in concert with the other Reporting
Persons so long as it is in the best interests of The Paideia School.
Item 5. Interest in Securities of the Issuer.
As a result of the transfer of 80,000 shares of Stock to The Paideia
School on February 11, 1999, Loomis now owns 39,885 shares of Stock. The shares
of Loomis and The Paideia School constitute 2.3% of the class.
Dornbush now owns 290,335 shares of Stock (including 2,000 shares of
Stock issuable upon exercise of 2,000 Warrants owned by him) or 5.6% of the
class.
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
Dornbush, Loomis and the Paideia School may be deemed to own beneficially the
Stock and Warrants owned by the other. Hence, each of Dornbush, Loomis and The
Paideia School respectively, may be deemed to own beneficially an aggregate of
410,220 shares of Stock (including 2,000 shares of Stock issuable upon exercise
of the 2,000 Warrants owned by Dornbush) and 7.9% of the class. However, each
of Dornbush, Loomis and The Paideia School disclaims voting power and
investment power over the securities of the Company owned by the other.
The following is the number of shares of Stock for which each
Dornbush, Loomis and The Paideia School has:
<TABLE>
<S> <C> <C>
(i) Sole power to vote or direct the vote:
Robert Earl Dornbush: 290,335
Kenan Greg Loomis: 39,885
The Paideia School: 80,000
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose of or to direct the disposition of:
Robert Earl Dornbush: 290,335
Kenan Greg Loomis: 39,885
The Paideia School: 80,000
(iv) Shared Power to dispose of or to direct the disposition of: None
</TABLE>
-4-
<PAGE> 9
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Except for an oral understanding among Dornbush, Loomis and The
Paideia School that they expect to act in concert with respect to future
transactions in the Company's securities, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among Dornbush, Loomis and
The Paideia School or between such persons and any other person with respect to
any securities of the issuer, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Stock Transfer Power
Exhibit 2. Stock Transfer Agreement dated February 11, 1999.
Exhibit 3. Promissory Note dated December 13, 1998.
Exhibit 4. Release and Satisfaction Agreement.
Exhibit 5. Letter dated February 11, 1999 from The Paideia
School to Kenan G. Loomis, Esquire.
-5-
<PAGE> 10
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.
3-24-99
---------------------------------------
Date
THE PAIDEIA SCHOOL
By: /s/ Peter J. Anderson
------------------------------------
Peter J. Anderson
Its Chairman of the Board of Trustees
-6-
<PAGE> 11
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.
March 24, 1999
----------------------------------
Date
/s/ Kirk T. Dornbush
----------------------------------
Kirk T. Dornbush
-7-
<PAGE> 12
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.
May 12, 1999
---------------------------------------
Date
/s/ Kenan G. Loomis
---------------------------------------
Kenan G. Loomis
-8-
<PAGE> 1
EXHIBIT 1
STOCK TRANSFER POWER
FOR VALUE RECEIVED, the undersigned, KENAN LOOMIS, a resident of the
State of Georgia, hereby conveys, assigns, transfers and surrenders unto THE
PAIDEIA SCHOOL, INCORPORATED, a Georgia nonprofit corporation, eighty thousand
(80,000) shares of the Common Stock, $.01 par value, of CANDELA CORPORATION, a
Delaware corporation (the "Corporation"), standing in the name of the
undersigned on the books of the Corporation, and irrevocably constitutes and
appoints any officer, employee or agent of the Corporation as attorney-in-fact
to transfer such shares on the books of the Corporation with full power of
substitution in the premises.
Dated this 11th day of February, 1999.
KENAN LOOMIS:
/s/ Kenan Loomis
-----------------
<PAGE> 2
KENAN G. LOOMIS, ESQUIRE
1355 PEACHTREE STREET, NE
SUITE 750
ATLANTA, GEORGIA 30309
404/962-1000
February 10, 1999
VIA FACSIMILE 770/951-1184
Lamon & Stern, Inc.
c/o Adrienne Korn
1950 North Park Place
Suite 100
Atlanta, Georgia 30339-8411
Re: Transfer of Candela Corporation Stock
Dear Ms. Korn:
Pursuant to our telephone conversation, this is to confirm that I wish to
transfer 80,000 shares of Candela Corporation stock to the Paideia School from
my account number 4W6-510222. The transfer should be made to the following
broker:
William Bledsoe
c/o Robert Thomas Securities
(a subsidiary of Raymond James & Associates)
455 East Paces Ferry Road
Suite 214
Atlanta, Georgia 30305
404/237-7040
The Paideia account number into which the shares should be transferred is
47160715. Raymond James & Associates DTC No. is 0725. This transfer should be
effectuated on February 11, 1999.
If there are any questions, please contact me.
Sincerely,
/s/ KENAN G. LOOMIS
---------------------------------
Kenan G. Loomis
cc: Mr. Peter Anderson (via facsimile 404/853-8806)
Mr. Kirk Dornbush (via facsimile 404/522-6366)
<PAGE> 1
EXHIBIT 2
STOCK TRANSFER AGREEMENT
AS TO
SHARES OF KENAN LOOMIS IN
CANDELA CORPORATION
-------------------
THIS IS AN AGREEMENT ("this Agreement") by and between Kenan Loomis, a
resident of the State of Georgia ("Loomis") and The Paideia School,
Incorporated, a Georgia nonprofit corporation (the "School"), dated February
11, 1999 and by which Loomis and the School, in consideration of the mutual
agreements and consideration contained in this Agreement (the mutuality,
adequacy and sufficiency and receipt of which are hereby acknowledged), hereby
agree as follows:
1. Transfer of Shares. Effective the date of this Agreement: Loomis
hereby conveys, assigns and transfers 80,000 shares of $.01 par value common
stock of Candela Corporation (the "Shares") and all of his right, title and
interest in the Shares to the School. Contemporaneously with the executive and
delivery of this Agreement, (i) Loomis has duly executed and delivered a stock
transfer power in favor of the School further documenting the foregoing
conveyance, and (ii) the School shall deliver to Loomis a satisfaction and
release of a Promissory Note, dated December 13, 1998 in the original principal
amount of Two Hundred Eighty Thousand Six Hundred Six Dollars ($280,714.43)
(the "Note"), from Loomis to K. Terry Dornbush, a resident of the State of
Georgia ("Dornbush"), and assigned by Dornbush to the School by an Assignment
of Promissory Note, dated February 11, 1999. After satisfaction of the
principal and accrued interest on the note ($284,474.60) the value of the
remaining shares shall constitute a charitable donation by Loomis to Paideia.
2. Warranties. Loomis hereby represents and warrants that he is the
sole owner of the Shares, that the Shares are free and clear of any liens,
encumbrances or adverse claims or charges of any kind, except by reason of the
Note, and that Loomis has the power to convey the Shares to the School as
herein provided. The School represents and warrants that it is the holder of
the Note and has the power to cancel the Note as herein provided. Each party
represents and warrants to the other (a) that it or he has the power and
authority to execute, deliver and perform this Agreement and (b) that the
execution, delivery and performance of this Agreement is not restricted by or
in violation either of any applicable law to which it or he is subject or of
any organizational documents (including articles of incorporation or bylaws or
partnership agreements, as amended or restated), agreement, commitment, order,
ruling or proceeding to which it or he is a party or to which it or he or any
of its or his assets are subject.
3. Survival. The representations, warranties, covenants and agreements
contained in this Agreement shall survive the transfer of the Shares pursuant
to this Agreement. The remedies of the School for breaches of representations,
warranties, covenants or agreements shall not be affected by any investigation
by, or knowledge of, the School prior to the date of this Agreement, and Loomis
agrees to indemnify, defend and hold the School harmless for all losses, costs
and expenses (including reasonable attorney's fees and expenses) arising out of
his breach of any representation, warranty, covenant or agreement made by him
in this Agreement.
4. Confidentiality. The terms of this Agreement are confidential, and
neither party shall discuss or disclose any of them except with the prior
written consent of the other.
<PAGE> 2
Stock Transfer Agmt
p. 2 of 3
5. Miscellaneous.
(a) Further Assurances; Cooperation. Each party shall do such
things after the closing as may be reasonably requested by the other party in
order more effectively to consummate or document the transactions contemplated
by this Agreement. The parties shall cooperate with each other and their
respective counsel, accountants or designees in connection with any steps
required to be taken as part of their respective rights and obligations under
this Agreement.
(b) Notices. Each notice, communication and delivery under this
Agreement (i) shall be made in writing signed by the party making the same,
(ii) shall specify the Section pursuant to which it is given, (iii) shall be
given either in person or by a nationally recognized next business day delivery
service, and (iv) if not given in person, shall be given to a party at the
address set forth below the party's signature (or at such other address as a
party may furnish to the other parties pursuant to this Subsection).
(c) Assignment. No assignment or transfer by a party of its rights
and obligations under this Agreement shall be made by merger or other operation
of law or otherwise except with the prior written consent of the other party
(which may not be unreasonably withheld). This Agreement is binding upon the
parties and their successors and assigns and inures to the benefit of the
parties and their permitted successors and assigns and, when appropriate to
effect the binding nature of this Agreement for the benefit of the other
parties, any other successor or assign.
(d) Certain Definitions. The parties agree that (whether or not
underlined): (i) "applicable law" means all provisions of any constitution,
statute, law, rule, regulation, decision, order, decree, judgment, release,
license, permit, stipulation or other official pronouncement enacted,
promulgated or issued by any governmental authority or arbitrator or
arbitration panel; (ii) "party" and "parties" and variations of such means each
or all, as appropriate, of the persons who have executed and delivered this
Agreement, each permitted successor or assign of such a party, and when
appropriate to effect the binding nature of this Agreement for the benefit of
another party, any other successor or assign of such a party; and (iii) "this
Agreement" includes any amendments or other modifications and supplements, and
all exhibits, schedules and other attachments, to it.
(e) Certain Rules of Construction. The following rules of
construction apply to this Agreement: (i) "including" and any other words or
phrases of inclusion shall not be construed as terms of limitation, so that
references to "included" matters shall be regarded as non-exclusive,
non-characterizing illustrations; (ii) when "Section" or "Subsection" is
capitalized in this Agreement, such shall refer to such item of or to this
Agreement; (iii) titles and captions of or in this Agreement are inserted only
as a matter of convenience and for reference and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any of its
provisions; and (iv) whenever the context so requires, the singular includes
the plural and the plural includes the singular, and the gender of any pronoun
includes the other genders.
(f) Severability. Any determination by any court of competent
jurisdiction of the invalidity of any provision of this Agreement that is not
essential for accomplishing its purposes shall not affect the validity of any
other provision of this Agreement, which shall remain in full force and effect
and which shall be construed as to be valid under applicable law.
<PAGE> 3
Stock Transfer Agmt
p. 3 of 3
(g) Controlling Law; Integration; Amendment; Waiver. This Agreement
is governed by, and shall be construed and enforced in accordance with, the laws
of the State of Georgia. This Agreement supersedes all prior negotiations,
agreements and understandings between the parties as to its subject matter,
constitute the entire agreement between the parties as to its subject matter,
and may not be altered or amended except in writing signed by the parties. The
failure of any party at any time or times to require performance of any
provision of this Agreement shall in no manner affect the right to enforce the
same, and no waiver by any party of any provision (or of a breach of any
provision) of this Agreement, whether by conduct or otherwise, in any one of
more instances shall be deemed or construed either as a further or continuing
waiver of any such provision or breach or as a waiver of any other provision (or
of a breach of any other provision) of this Agreement.
(h) Counterparts. This Agreement may be executed in one or more
counterparts (one counterpart reflecting the actual or facsimile signatures of
all of the parties), each of which shall be deemed to be an original, and it
shall not be necessary in making proof of this Agreement or its terms to account
for more than one of such counterparts. This Agreement may be executed by each
party upon a separate copy, and one or more execution pages may be detached from
one copy of this Agreement and attached to another copy in order to form one or
more counterparts.
DULY EXECUTED and delivered by the parties hereto effective as set forth
above.
KENAN LOOMIS
/s/ Kenan Loomis
------------------------------------
Address: 36 Northwood Ave.
---------------------------
Atlanta, GA 30309
---------------------------
THE PAIDEIA SCHOOL, INCORPORATED
By: /s/
--------------------------------
Its: Chairman
-------------------------
Address: 1509 So Ponce de Leon Avenue
----------------------------
Atlanta, GA 30307
----------------------------
<PAGE> 1
EXHIBIT 3
PROMISSORY NOTE
December 13, 1998 $280,714.43
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, KENAN LOOMIS, an individual resident of
the State of Georgia ("Loomis"), promises to pay to the order of K. TERRY
DORNBUSH, an individual resident of the State of Georgia ("Dornbush"), at 3061
W. Pine Valley Road, Atlanta, Georgia 30305, or at such other place as the
holder hereof may designate in writing, in immediately available funds in
Lawful money of the United States of America, on December 13, 1999 (the
"Maturity Date"), the principal sum of TWO HUNDRED EIGHTY THOUSAND SEVEN
HUNDRED FOURTEEN & 43/100 DOLLARS, together with interest thereon as hereinafter
provided.
This Promissory Note is given in substitution for that certain promissory note,
dated December 13, 1997, by Loomis to Dornbush, in the principal amount of Two
Hundred Sixty Two Thousand Two Hundred Forty Nine Dollars ($262,249), due on
the date hereof.
In addition to the principal, Loomis agrees to pay interest on the principal
amount outstanding hereunder from time to time until paid at a simple interest
rate of seven percent (7%) per annum. Interest accruing hereunder from the date
hereof through the Maturity Date shall be payable in full on the Maturity Date.
Upon the Maturity Date, any principal amount outstanding hereunder that is not
paid in full shall bear interest until paid at a simple interest rate of nine
percent (9%) per annum, such interest to be due and payable upon demand.
No delay or failure on the part of Dornbush to exercise any right or remedy
accruing to Dornbush hereunder or at law or in equity, upon any default or
breach by Loomis of any term or provision hereof, shall be held to be an
abandonment thereof. No delay on the part of Dornbush in exercising any of his
rights or remedies shall preclude Dornbush from exercise thereof at any time
during the continuance of any default or breach. No waiver of a single default
or breach shall be deemed a wavier of any subsequent default or breach. All
waivers under this Promissory Note must be in writing signed by Dornbush.
Dornbush may enforce any one or more rights and remedies with respect hereto
successively or concurrently, at his option.
Loomis may at his option prepay the outstanding principal balance of this
Promissory Note in whole, or in part, together with all accrued but unpaid
interest on the principal amount prepaid, by giving to Dornbush not less than
five (5) days written notice prior to the date fixed for prepayment.
The terms and provisions of this Promissory Note shall be binding upon the
successors, assigns, heirs, legal representatives and estate of Loomis and
shall inure to the benefit of the successors, assigns, heirs, legal
representatives and estate of Dornbush.
TIME IS OF THE ESSENCE HEREUNDER. In addition to and not in limitation of the
<PAGE> 2
foregoing, Loomis agrees to pay all costs and expenses of collection, including
reasonable attorneys' fees, if this Promissory Note shall be collected by law
or through an attorney at law, or in bankruptcy or other judicial proceedings.
This Promissory Note shall be governed by and construed in accordance with the
laws of the State of Georgia.
PRESENTMENT, PROTEST AND NOTICE OF DISHONOR ARE HEREBY WAIVED.
IN WITNESS WHEREOF, Loomis has executed this Promissory Note under seal as of
the date first above written.
/s/ Kenan Loomis (SEAL)
- -------------------------------
Kenan Loomis
Sworn to and subscribed before me
this 10th day of FEBRUARY, 1999.
/s/
- -------------------------------
Notary Public
Commission Expires: 1-15-2000
<PAGE> 3
ASSIGNMENT OF PROMISSORY NOTE
As an irrevocable gift in consideration of the promotion of education,
K. TERRY DORNBUSH an individual resident of the State of Georgia ("Assignor"),
does hereby assign, convey and transfer without recourse to THE PAIDEIA SCHOOL,
INCORPORATED, a Georgia nonprofit corporation ("Assignee"), all of its right,
title and interest in and to that certain Promissory Note dated December 13,
1998, in the principal amount of Two Hundred Eighty Thousand Six Hundred Six
Dollars ($280,606) made by Kenan Loomis, an individual resident of the State of
Georgia ("Borrower") in favor of Assignor (the "Note"), including, without
limitation, the right to receive all principal and interest payments due
thereunder.
Further, this assignment shall act as an assignment by Assignor to
Assignee of any and all security interests in the common stock of Candela
Corporation, a Delaware corporation, owned by the Borrower and securing the
Note.
DULY EXECUTED and delivered, effective as of February 11, 1999.
K. TERRY DORNBUSH
By: /s/
----------------------------
Title:
-------------------------
Accepted:
THE PAIDEIA SCHOOL, INCORPORATED
By: /s/
----------------------------
Title: Its Chairman
-------------------------
<PAGE> 1
EXHIBIT 4
RELEASE & SATISFACTION AGREEMENT
THIS IS A RELEASE AND SATISFACTION AGREEMENT ("this Agreement") made
by The Paideia School, Incorporated, a Georgia nonprofit corporation
("Paideia") and by which Paideia (on behalf of itself, its successors and
assigns) for good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, and for the benefit of the person
referred to below and his heirs and assigns, hereby acknowledges and agrees as
follows:
1. Obligations Satisfied. All obligations of Kenan Loomis, a
resident of the State of Georgia ("Loomis") to Paideia (the "Obligations")
represented by the Promissory Note in the original principal amount of Two
Hundred Eighty Thousand Seven Hundred Fourteen and 43/100 Dollars ($280,714.43)
made by Loomis to the order of K. Terry Dornbush, a resident the State of
Georgia ("Dornbush") dated December 13, 1998, and assigned by Dornbush to
Paideia on February 11, 1999, have been paid in full and satisfied, and Paideia
has no further claim whatsoever for payments with respect to the Obligations or
rights with respect to such promissory note. Paideia shall immediately mark
such promissory note or other evidence of such indebtedness "Paid in Full -
Cancelled", date and sign such cancellation legend, and then return such
cancelled promissory note to Loomis.
2. Further Assurances. Paideia will execute and deliver to Loomis
such other documents as he or an heir or assign of his shall reasonably request
to evidence the foregoing releases.
3. Due Authorization. Paideia hereby represents, warrants, covenants
and agrees that Paideia's execution, delivery and performance of this Agreement
have been duly authorized by all necessary action (if any), do not and will not
violate its articles of incorporation or bylaws, any applicable statute,
regulation or rule or any contract binding upon it, and that this Agreement
constitutes a valid and binding obligation of Paideia, enforceable in
accordance with its terms.
4. Miscellaneous.
(a) Assignment; Binding Nature. This Agreement is binding upon
the parties and their respective legal representatives, heirs, devisees,
legatees or other successors and assigns and inures to the benefit of the
parties and their respective permitted legal representatives, heirs, devisees,
legatees or other permitted successors and assigns.
(b) Rules of Construction & Certain Definitions. Whenever the
context so requires, the singular includes the plural, the plural includes the
singular, and the gender of any
<PAGE> 2
Release & Satisfaction Agreement
p. 2 of 3
as a matter of convenience and are not part of this Agreement and do not affect
the intent of its provisions. The parties agree (i) that "applicable law" means
each provision of any constitution, statute, law, rule, regulation, decision,
order, decree, judgment, release, license, permit, stipulation or other
official pronouncement enacted, promulgated or issued by any governmental
authority or arbitrator or arbitration panel; (ii) that "including" and other
words or phrases of inclusion, if any, shall not be construed as terms of
limitation, so that references to "included" matters shall be regarded as
non-exclusive, non-characterizing illustrations; (iii) that "party," "parties,"
"parties to this Agreement" and variations of such means each or all, as
appropriate, of the persons who have executed and delivered this Agreement,
each permitted successor or assign of such a party, and when appropriate to
effect the binding nature of this Agreement for the benefit of another party,
any other successor or assign of such a party; and (iv) that "this Agreement"
includes any amendments or other modifications and supplements, and all
exhibits, schedules and other attachments, to it.
(c) Remedies. The remedies of a party provided in this Agreement are
cumulative and do not exclude any other remedies to which any party may be
lawfully entitled, under this Agreement or applicable law, and the exercise of
a remedy is not an election excluding any other remedy (any such claim by the
other party being hereby waived).
(d) Controlling. This Agreement is governed by, and shall be
construed and enforced in accordance with the laws of the State of Georgia,
except the laws of the State that would render such choice of law ineffective.
(e) Copies. This Agreement may be executed in two or more copies,
each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement or its terms to produce or account for more than
one of such copies.
<PAGE> 3
Release & Satisfaction Agmt
p. 3 of 3
DULY EXECUTED and delivered by the parties, effective as of February
11, 1999.
THE PAIDEIA SCHOOL
By: /s/
-------------------------------------------
Its: Chairman
-------------------------------------------
KENAN LOOMIS
/s/ KENAN LOOMIS
-------------------------------------------
<PAGE> 1
EXHIBIT 5
THE PAIDEIA SCHOOL
February 11, 1999
Kenan G. Loomis, Esquire
Smith Helms Mulliss & Moore, L.L.P.
1355 Peachtree St., NE, Suite 750
Atlanta, GA 30309
Re: Transfer of Candela Corporation Stock to Paideia
Dear Mr. Loomis:
I am in receipt of and thank you for your transfer of 80,000 shares of
Candela Corporation stock to Paideia. The purpose of this letter is to set
forth how the shares have been allocated.
As you are aware, you executed a Promissory Note in favor of K. Terry
Dornbush on December 13, 1998 for the purchase of the Candela shares. This note
was transferred from Mr. Dornbush to Paideia via an assignment dated February
11, 1999. As of today's date, the total owing under the Note equals $284,474.60.
At the time of your transfer, the Candela stock had a market value of
$8.0625 per share as of the close on February 10, 1999. Accordingly, we have
attributed 35,284 shares to the payment of the above-referenced Note. This is
to confirm that the Note has been paid in full and is now completely satisfied.
The remainder of your transfer of 44,716 shares has a market value of
$360,522.75 as of the close on February 10, 1999. This is to confirm that you
have donated this amount to Paideia which is a 501(c)(3) non-profit
organization. You may use this letter as confirmation of Paideia's status as a
non-profit organization should you elect to pursue a charitable contribution
deduction pursuant to IRC Section 170.
Again, we greatly appreciate the donation you have made to Paideia and
wish you the best of luck in the future.
Sincerely,
/s/ PETER J. ANDERSON
----------------------------------
Peter J. Anderson
Chairman of the Board of Trustees
1509 Ponce de Leon Avenue * Atlanta, GA 30307 * Telephone (404) 377-3491
