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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 9, 2000
Candela Corporation
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(Exact name of Registrant as specified in its charter)
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DELAWARE 0-14742 04-2477008
(State of other jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
530 BOSTON POST ROAD
WAYLAND, MASSACHUSETTS 01778
(Address of principal (zip code)
Executive Offices)
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Registrant's telephone number, including area code: (508) 358-7400
TOTAL NUMBER OF SEQUENTIALLY NUMBERED PAGES 23
EXHIBIT INDEX APPEARS ON PAGE 3
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Item 5. OTHER EVENTS
On November 9, 2000, Candela Corporation ("Candela") and Fleet National
Bank (formerly The First National Bank of Boston) executed a Second Amendment to
the Company's Rights Agreement (the "Second Amendment") which was originally
approved on September 4, 1992 and amended March 25, 1996. A copy of the Press
Release announcing the adoption of the Second Amendment and the full text of the
Second Amendment are appended hereto as Exhibits 22.1 and 4.5.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
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EXHIBIT NO. EXHIBIT
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4.1 Rights Agreement, dated as of September 4, 1992, between
Candela Corporation and The First National Bank of Boston,
which includes as Exhibit A the Form of Rights Certificate,
and as Exhibit B the Summary of Rights to Purchase Common
Stock (incorporated herein by reference from Form 8-K dated
September 4, 1992).
4.2 Certificate of Amendment, dated as of March 25, 1996, by
Candela Corporation (incorporated herein by reference from
Form 8-K dated March 28, 1996).
4.3 First Amendment to Rights Agreement, dated as of March 25,
1996, between Candela Corporation and The First National Bank
of Boston (incorporated herein by reference from Form 8-K
dated March 28, 1996).
4.4 Certificate of Amendment, dated as of November 9, 2000, by
Candela Corporation.
4.5 Second Amendment to Rights Agreement, dated as of November 9,
2000, between Candela Corporation and Fleet National Bank.
21.2 Press Release, dated November 13, 2000, announcing amendment
of the Rights Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
November 13, 2000 CANDELA CORPORATION
By: /s/ F. Paul Broyer
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F. Paul Broyer
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
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4.1 Rights Agreement, dated as of September 4, 1992, between Candela Corporation and
The First National Bank of Boston, which includes as Exhibit A the Form of
Rights Certificate, and as Exhibit B the Summary of Rights to Purchase Common
Stock (incorporated herein by reference from Form 8-K dated September 4, 1992).
4.2 Certificate of Amendment, dated as of March 25, 1996, by
Candela Corporation (incorporated herein by reference from
Form 8-K dated March 28, 1996).
4.3 First Amendment to Rights Agreement, dated as of March 25,
1996, between Candela Corporation and The First National Bank
of Boston (incorporated herein by reference from Form 8-K
dated March 28, 1996).
4.4 Certificate of Amendment, dated as of November 9, 2000, by Candela Corporation.
4.5 Second Amendment to Rights Agreement, dated as of November 9, 2000, between
Candela Corporation and Fleet National Bank.
21.2 Press Release, dated November 13, 2000, announcing amendment of the Stockholder
Rights Plan.
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