PALOMAR MEDICAL TECHNOLOGIES INC
NT 10-K, 1997-03-31
PRINTED CIRCUIT BOARDS
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                       SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, DC

                                   FORM 12b-25

                                                  Commission File Number 0-22340

                           NOTIFICATION OF LATE FILING


(Check  One):  [X] Form  10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form
N-SAR

For Period Ended December 31, 1996

[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-K           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:

     READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:

                         PART I. REGISTRANT INFORMATION

Full name of registrant:                    Palomar Medical Technologies, Inc.

Former Name (if applicable):

Address of principal executive office
(Street and number):                        66 Cherry Hill Drive

City, State and Zip Code:                   Beverly, Massachusetts  01915

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                                       2


                        PART II. RULE 12B-25 (B) AND (C)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

     [X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

     [X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K,  20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the 15th calendar day following the  prescribed  due date; or the subject
quarterly  report or transition  report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and

     [ ] (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.

                               PART III. NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period, (Attach extra sheets if needed.)

     Palomar  Medical  Technologies,  Inc. (the "Company") is unable to meet its
     filing date for the Form 10-K for the year ended  December 31, 1996 without
     unreasonable  effort or expense.  The Company has requested  further advice
     from its accountants,  legal counsel and unrelated third parties  regarding
     certain  matters  which  impact  the  Company's  Form  10-K  and  financial
     disclosure to be included  therein.  As such,  the Company is requesting an
     extension  on this Form 12b-25.  The Company  intends to file the Form 10-K
     within the time period specified by Rule 12b-25 of the Securities  Exchange
     Act of 1934, as amended

                           PART IV. OTHER INFORMATION

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification:

                           Joseph P. Caruso          (508)921-9300

     (2) Have all other periodic  reports  required under Section 13 or 14(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                             [X]  Yes    [  ] No

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                                       3


     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or potion thereof?

                                                            [X]  Yes     [  ] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

     The Company  currently  anticipates  that its loss from  operations will be
approximately  $39.6  million for the year ended  December  31, 1996 as compared
with a loss from  operations  of $12.5  million for the year ended  December 31,
1995.  The Company also  currently  anticipates  that it will have a net loss of
approximately  $37.9  million for the year ended  December  31, 1996 as compared
with the net loss of $12.6 million for the year ended December 31, 1995.

<PAGE>
                                       4



                       PALOMAR MEDICAL TECHNOLOGIES, INC.
                  (Name of registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date:  March 28, 1997                       By:             /s/
                                                  ------------------------------
                                                  Joseph P. Caruso
                                                  Chief Financial Officer

     Instruction.  The  form  may  be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).




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