UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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)
July 23, 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-l(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-l(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>
CUSIP NO. 136-907-102 13D/A Page 2 of 5
SCHEDULE 13D
- --------------------------------------------------------------------------------
(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 IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
----------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 312,835 shares
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
(8) SHARED VOTING POWER
None
----------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
312,835 shares
----------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,835 Shares
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.37%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
CUSIP NO. 136-907-102 13D/A Page 3 of 5
SCHEDULE 13D
AMENDMENT NO. 9 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, Amendment No. 6
filed December 13, 1994, Amendment No. 7 thereto, filed May 25, 1999, and
Amendment No. 8 filed June 14, 1999. Such Schedule 13D, as so amended,
(including by the amendments made pursuant to this Amendment No. 9), is referred
to as the "Schedule 13D." The Schedule 13D relates to the common stock, par
value $0.01 per share (the "Stock"), options to purchase shares, and the Common
Stock Purchase Warrants (the "Warrants"), of Candela Corporation, a Delaware
corporation (the "Company"), CUSIP Number 136 907 102. The Company's principal
business location is 530 Boston Post Road, Wayland, MA 01778.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated as
follows:
Robert Earl Dornbush was appointed to the Board of Directors of the
Company in January 1995. Mr. Dornbush resigned as a member of the board of
directors of the Company on July 16, 1999. On or about August 2, 1999, Mr.
Dornbush exercised all 22,500 vested stock options granted to him. Mr. Dornbush
now beneficially owns 312,835 shares, which includes 2,000 shares held pursuant
to Warrants.
On July 23, 1999, the Company's registration statement on Form S-1
("Registration Statement") was declared effective. Pursuant to that registration
statement, the Company registered 2,430,000 shares of Common Stock of which
1,499,854 shares are being offered by the Company and 930,146 are being offered
by certain stockholders of the company. By virtue of the Company's sale of the
1,499,854 shares registered with the Commission, the Company now has 7,153,105
shares outstanding. Therefore, Mr. Dornbush now beneficially owns 4.37% of the
Company's stock. Mr. Dornbush may, as permitted by law and as market conditions
permit, sell some or all of his shares. His decision as to whether and when to
sell shares (including any shares obtained pursuant to the exercise of the
Warrants) wil depend on market conditions, his continuing evaluation of the
business and prospects of the Company and many other factors. Mr. Dornbush also
may, in the future, based on these factors, decide to purchase shares of the
Company. Mr. Dornbush is not a member of any group for reporting purposes.
Except as otherwise stated herein, Mr. Dornbush has 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;
<PAGE>
CUSIP NO. 136-907-102 13D/A Page 4 of 5
(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.
Item 5. Interest in Securities of the Issuer.
Mr. Dornbush now owns 312,835 shares of Stock, or 4.37% of the
class.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among Mr. Dornbush 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.
None
<PAGE>
CUSIP NO. 136-907-102 13D/A Page 5 of 5
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.
August 9, 1999
/s/ Robert E. Dornbush
----------------------
Robert Earl Dornbush
