<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1999
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(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 12 Pages
<PAGE> 2
CUSIP NO. 136-907-102 13D PAGE 2 OF 12 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Earl Dornbush
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(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
U.S. Citizen
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 290,335 shares
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 290,335 shares
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,335 Shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 136-907-102 13D PAGE 3 OF 12 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenan Greg Loomis
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
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(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 None
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
None
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(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)
None
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 136-907-102 13D PAGE 4 OF 12 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
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(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
Georgia Non-profit Corporation
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF None Item 5
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
None Item 5
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(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)
None
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
AMENDMENT NO. 8 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 and Amendment No. 7, filed May 25, 1999. Such Schedule
13D, as so amended, is referred to as the "Schedule 13D." Amendment No. 7 as
filed inadvertently contained inaccurate information and this Amendment No. 8 is
intended to amend and restate such Amendment No. 7 in its entirety. 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. The Company's
principal business location is 530 Boston Post Road, Wayland, MA 01778.
Item 2. Identity and Background.
Kenan Greg Loomis ("Loomie") 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.
The Galloway 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 Galloway School is located at 215 W. Wieuca Road,
Atlanta, GA 30342. During the last five years, The Galloway 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.
Children's Hospital of Boston, MA is a 501(c)(3) not for profit
corporation which operates a medical facility in Boston, MA. During the last
five years, Children's Hospital, 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.
Pace Academy is a Georgia 501(c)(3) not for profit corporation which
operates a pre-kindergarten through twelfth grade private school in Atlanta,
Georgia. Pace Academy is located at 966 W. Paces Ferry Road, Atlanta, GA 30327.
During the last five years, Pace Academy, 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. The transfers to The
Galloway School, Children's Hospital of Boston and Pace Academy totaling 39,885
shares constitute charitable contributions by Loomis.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated as follows:
Loomis on February 11, 1999 transferred 80,000 shares of Stock to The
Paideia School. Loomis then transferred 17,052 shares of Stock which he had
originally purchased from Kirk Terry Dornbush to The Galloway School, a Georgia
501(c)(3) not for profit corporation on April 30, 1999. On April 30, 1999,
Loomis transferred 3,242 shares to Pace Academy in Atlanta, Georgia. On May 6,
1999, Loomis transferred 19,591 shares to The Children's Hospital in Boston,
Massachusetts, a 501(c)(3) not for profit corporation. By virtue of the
aforementioned transfer, Loomis no longer is the beneficial owner of any shares.
Following the transfer by Loomis to The Paideia School of 80,000
shares, The Galloway School of 17,052 shares, Pace Academy of 3,242 shares and
Children's Hospital of Boston of 19,519 shares, Loomis retained no shares of
Stock.
Kirk Terry Dornbush sold his shares of Stock to Loomis in order to
liquidate his investment in the Company.
The shares of Stock and Warrants acquired by Dornbush have been
acquired for investment purposes. The shares of Stock acquired by Loomis were
for investment purposes. The shares acquired by The Paideia School, The Galloway
School, Children's Hospital and Pace Academy 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, 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. The
Galloway School, Children's Hospital and Pace Academy may sell securities of the
Company in open market transactions, in private transactions or by any possible
means.
The Paideia School sold 55,000 shares in the open market on April 22,
1999 and 25,000 shares on April 23, 1999. The Paideia School no longer is the
beneficial owner of any shares.
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 and to sell some or all of his shares in
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, or otherwise as permitted by law and as
market conditions permit. Dornbush's decision as to whether and when to sell
shares (and shares obtained pursuant to the exercise of the Warrants) will
depend on market conditions, his continuing evaluation of the business and
prospects of the Company and many other factors. Dornbush also may, in the
future, based on these factors, decide to purchase shares of the Company.
Except as otherwise stated herein, 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;
-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.
-3-
<PAGE> 8
Item 5. Interest in Securities of the Issuer.
As a result of the transfer of 80,000 shares of Stock to The Paideia
School, the transfer of 17,052 shares to The Galloway School, the transfer of
19,591 shares to the Children's Hospital and the transfer of 3,242 shares to
Pace Academy, Loomis now owns -0- shares of Stock.
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.
The following is the number of shares of Stock Dornbush, Loomis, The
Paideia School, The Galloway School, Children's Hospital and Pace Academy each
has:
<TABLE>
<S> <C> <C>
(i) Sole power to vote or direct the vote:
Robert Earl Dornbush: 290,335
Kenan Greg Loomis: 0
The Paideia School: 0
The Children's Hospital 19,591
The Galloway School 17,052
Pace Academy 3,242
(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: 0
The Paideia School: 0
The Children's Hospital 19,591
The Galloway School 17,052
Pace Academy 3,242
(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.
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.*
* Previously Filed.
-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.
6-10-99
---------------------------------------
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.
June 9, 1999
----------------------------------
Date
/s/ Robert Earl Dornbush
----------------------------------
Robert Earl Dornbush
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<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.
June 10, 1999
---------------------------------------
Date
/s/ Kenan G. Loomis
---------------------------------------
Kenan G. Loomis
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