FORM 10-KSB/A-2
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22340
PALOMAR MEDICAL TECHNOLOGIES, INC.
----------------------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<C> <C>
Delaware 04-3128178
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
66 Cherry Hill Drive, Beverly, MA 01915
---------------------------------------
(Address of principal executive offices)
(508) 921-9300
--------------
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
- ------------------------------------------------------------
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Not Applicable Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
------------------------------------------------------------
Common Stock , $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days). Yes X No
----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenues for its fiscal year ended December 31, 1996 were
$70,098,443.
As of March 20, 1997, 30,945,824 shares of Common Stock, $.01 par value per
share, and 16,000 shares of Preferred Stock $.01 par value per share were
outstanding. The aggregate market value, held by non-affiliates, of shares of
the Common Stock, based upon the average of the bid and ask prices for such
stock on that date was approximately $195,345,514.
Transitional Small Business Disclosure Format: Yes No X
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth certain information concerning each director
and nominee for election as a director and each executive officer of the
Company.
<TABLE>
<C> <C> <C>
Name Age Position
Steven Georgiev* 62 Chief Executive Officer and Chairman of the Board
Michael H. Smotrich* 64 President, Secretary and Chief Operating Officer
Buster Glosson 54 Director
Dr. John M. Deutch 58 Director
Louis P. Valente 66 Director
Joseph P. Caruso 37 Treasurer, Vice President, and Chief Financial Officer .
</TABLE>
* Each of those persons may be deemed a parent and/or promoter of
the Company as these terms are defined in the Rules and Regulations
promulgated under the Securities Act of 1933, as amended.
There are no family relationships among executive officers and directors of
the Company.
STEVEN GEORGIEV. Mr. Georgiev has served as Chief Executive Officer of the
Company since November 12, 1993, and became a full time employee of the Company
on January 1, 1995. Mr. Georgiev was a consultant to Dymed from June 1991 until
its September 1991 merger with the Company, at which time he became the Chairman
of the Company's Board of Directors. Mr. Georgiev is a financial and business
consultant to a variety of emerging, high growth companies. Mr. Georgiev has
been a director of Excel Technology, Inc. since 1992, and of Dynagen, Inc. since
1996. Mr. Georgiev was Chairman of the Board of Directors of Dynatrend, Inc., a
publicly-traded consulting firm that he co-founded in 1972, until February 1989.
Mr. Georgiev has a B.S. in Engineering Physics from Cornell University and an
M.S. in Management from the Massachusetts Institute of Technology (Sloan
Fellow).
MICHAEL H. SMOTRICH. Dr. Smotrich was a consultant to Dymed from May 1992
until its merger with the Company in September 1992, at which time he became the
Company's Executive Vice President, Chief Operating Officer, Secretary and a
director. In August 1994, Dr. Smotrich became the Company's President. From July
1988 until May 1991, Dr. Smotrich was an independent consultant specializing in
the development and manufacture of laser based medical products. Dr. Smotrich
was Vice President of Operations at Candela Laser Corp. from June 1987 to June
1988, where he was responsible for medical laser production and product
development. From July 1984 to June 1987, as Corporate Vice President of
Research and Development, Dr. Smotrich was responsible for the design and
development of surgical laser products at Merrimack Laboratories, Inc., which
was acquired by the LaserSonics division of Cooper Laboratories, Inc. From 1972
to 1984, Dr. Smotrich was Vice President in charge of the Electro-Optics Group
at Avco Everett Research Laboratory, Inc., working in the laser technology
field. Dr. Smotrich received a certificate from the Advanced Management Program
at Harvard Graduate School of Business Administration and has a B.S. in Physics
from the Massachusetts Institute of Technology and an M.S. and Ph.D. in Physics
from Columbia University.
BUSTER GLOSSON. Mr. Glosson has been a director of the Company since
September 1, 1996. From 1965 until June 1994, he was an officer in the United
States Air Force (USAF). Most recently, he served as a Lieutenant General and
Deputy Chief of Staff for plans and operations, Headquarters USAF, Washington,
D.C. Mr. Glosson is a veteran of combat missions in Vietnam and, during the Gulf
War, he commanded the 14th Air Force Division and was the director of campaign
plans for the United States Central Command Air Forces, Riyadh, Saudi Arabia. In
1994 he founded and has since served as
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President of Eagle Ltd., a consulting firm concentrating on international
business opportunities in the high-technology arena. He is also Chairman and CEO
of Alliance Partners Inc., an investment holding company with a focus on
international business. He also serves as a director of GreenMan Technologies,
Inc., The American Materials and Technologies Corporation, and Skysat
Communication Network Corporation, all publicly held companies.
JOHN M. DEUTCH. Dr. Deutch became a director of the Company on February 1,
1997. In May 1995 he was sworn in as Director of Central Intelligence (DCI)
following a unanimous vote in the Senate, and served as DCI until December 1996.
In this position he was head of the Intelligence Community (all foreign
intelligence agencies of the United States) and directed the Central
Intelligence Agency. From March 1994 to May 1995 he served as the Deputy
Secretary of Defense. From March 1993 to March 1994, Dr. Deutch served as Under
Secretary of Defense for Acquisitions and Technology. Dr. Deutch has been a
member of the faculty of the Massachusetts Institute of Technology (M.I.T.) from
1970 to the present, where he was an associate professor and professor of
chemistry, Chairman of the Department of Chemistry, Dean of Science and Provost.
Currently, Dr. Deutch is an MIT Institute Professor and serves as director for
the following publicly held companies: Ariad Pharmaceutical, Citicorp, CMS
Energy and Schlinberger Ltd. Dr. Deutch has a B.A. in history and economics from
Amherst College and both a B.S. in chemical engineering and a Ph.D. in physical
chemistry from M.I.T. He holds honorary degrees from Amherst College, the
University of Lowell and Northeastern University.
LOUIS P. VALENTE. Mr. Valente became a director of the Company on February
1, 1997. From 1968 to 1995 Mr. Valente held numerous positions at EG&G, Inc., a
diversified technology company which provides optoelectronic, mechanical and
electromechanical components and instruments to manufacturers and end-user
customers in varied markets that include aerospace, automotive, transportation,
chemical, petrochemical, environmental, industrial, medical, photography,
security and other global arenas. In 1968 he began his career at EG&G, Inc. as
an Assistant Controller and held executive positions including Assistant
Treasurer and Corporate Treasurer before becoming a Senior Vice President of
EG&G, Inc. In this position he presided over and negotiated acquisitions,
mergers and investments. Since his retirement in 1995, Mr. Valente has served in
a similar role on a consulting basis. Currently, Mr. Valente serves as a
director in Micrion Corporation, a publicly held company. Mr. Valente is a
Certified Public Accountant and a graduate of Bentley College.
JOSEPH P. CARUSO. Mr. Caruso joined the Company in March 1992 as Controller
in a part-time capacity and became a full-time employee on June 15, 1992.
Effective January 1, 1993, Mr. Caruso became Vice President and Chief Financial
Officer. From October 1989 to June 1992, Mr. Caruso was the Chief Financial
Officer of Massachusetts Electrical Manufacturing Co., Inc., a privately held
manufacturer of power distribution equipment. From September 1987 to October
1989, Mr. Caruso was a manager with Robert Half, an international consulting
firm. From December 1982 to September 1987, Mr. Caruso was a manager with
Pannell Kerr Forster, an international public accounting firm. Mr. Caruso became
a Certified Public Accountant in 1984 and has a B.S. in accounting from
Merrimack College.
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock ("10% Stockholders"), to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership of the Company's
Common Stock and other equity securities on Form 3 and reports of changes in
such ownership on Form 4 and Form 5. Officers, directors and 10% Stockholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company during, and with respect to, its most recent
fiscal year, or written representations that Form 5 was not required, the
Company believes that all Section 16(a) filing requirements applicable to its
officers, directors and 10% Stockholders were fulfilled in a timely manner.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth certain information concerning the
compensation for services rendered in all capacities to the Company for the
fiscal years ended December 31, 1995 and 1996 of (i) the Chief Executive Officer
of the Company during 1996 and (ii) the other executive officers of the Company
serving on December 31, 1996 whose salary and bonuses for 1996 exceeded $100,000
(the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<C> <C> <C> <C> <C> <C>
Long-Term
Compensation
Awards
----------------
Securities All
Underlying Other
Name and Fiscal Salary Bonus Options(1) Compensation
Principal Position Year ($) ($) (#) ($)
-------------- ------------ ---------------- ---------------- -----------------------
Steven Georgiev 12/31/96 $275,000 $ 305,000 800,000 $ --
Chief Executive Officer 12/31/95 $161,800 $ 50,000 450,000 $ --
12/31/94 $ -- $ -- -- $ 80,000(2)
Michael H. Smotrich 12/31/96 $214,000 $ 50,000 300,000 $ --
President, Chief 12/31/95 $149,400 $ 50,000 250,000 $ --
Operating Officer, 12/31/94 $ 92,000 $ 20,000 170,000 $ --
Secretary
Joseph P. Caruso 12/31/96 $180,000 $ 64,000 450,000 $ --
Vice President and Chief 12/31/95 $109,600 $ 75,000 250,000 $ --
Financial Officer 12/31/94 $ 70,400 $ 20,000 170,000 $ --
</TABLE>
(1) During fiscal 1996 and fiscal 1995, the Company did not grant any
restricted stock awards or stock appreciation rights or make any long-term
incentive plan payouts to any of the Named Executive Officers.
<PAGE>
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(2) Represents monies paid by the Company to Mr. Georgiev during the year
ended December 31, 1994 pursuant to a consulting arrangement between the Company
and Mr. Georgiev.
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding stock options
and warrants granted during 1996 by the Company to the Named Executive Officers:
OPTION GRANTS
<TABLE>
<C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Percent of
Number of Shares Total Options
Underlying Granted
Name and Options to Employee Exercise Price Expiration
Principal Position Granted in Fiscal Year Per Share Date
(#) ($/Sh)
- -----------------------------------------------------------------------------------------------------------
Steven Georgiev
Chief Executive Officer 300,000(1) 5.87% 6.75 2/5/01
Chairman of the Board 200,000(1) 3.91% 6.00 12/18/01
300,000(1) 5.87% 8.00 8/26/01
Michael H. Smotrich
President, Chief 250,000(2) 4.89% 6.75 2/5/01
Operating Officer, 50,000(2) .98% 6.00 12/18/01
Secretary
Joseph P. Caruso
Vice President and Chief 200,000(3) 3.91% 8.00 8/26/01
Financial Officer 150,000(3) 2.94% 6.75 2/5/01
100,000(3) 1.96% 6.00 12/18/01
</TABLE>
(1) On February 5, 1996, the Company granted Mr. Georgiev 300,000 shares of
Common Stock, issuable upon exercise of a five year warrant at an exercise
price of $6.75 per share, all of which vests immediately. On December 19,
1996, the Company granted Mr. Georgiev 200,000 shares of Common Stock,
issuable upon exercise of a five year warrant at an exercise price of $6.00
per share, of which 66,666 shares vest immediately, 66,667 shares vest a
year from issuance and the final 66,667 shares vest two years from
issuance. On August 27, 1996, the Company granted Mr. Georgiev 300,000
shares of Common Stock issuable upon exercise of a five year stock option
at an exercise price of $8.00 per share, of which 100,000 shares vest
immediately, 100,000 shares vest one year from issuance and the final
100,000 shares vest two years from issuance.
(2) On February 5, 1996, the Company granted Dr. Smotrich 250,000 shares of
Common Stock, issuable upon exercise of a five year warrant at an exercise
price of $6.75 per share, all of which vests immediately. On December 19,
1996, the Company granted Dr. Smotrich 50,000 shares of Common Stock,
issuable upon exercise of a five year warrant at an exercise price of $6.00
per share, of which 16,666 shares vest immediately, 16,667 shares vest a
year from issuance and the final 16,667 shares vest two years from
issuance.
(3) On February 5, 1996, the Company granted Mr. Caruso 150,000 shares of
Common Stock, issuable upon exercise of a five year warrant at an exercise
price of $6.75 per share, all of which vests immediately. On December 19,
1996, the Company granted Mr. Caruso 100,000 shares of Common Stock,
issuable upon exercise of a five year warrant at an exercise price of $6.00
per share, of which 33,333 shares vest immediately, 33,333 shares vest a
year from issuance and the final 33,334 shares vest two years from
issuance. On August 27, 1996, the Company granted Mr. Caruso 200,000 shares
of Common Stock issuable upon exercise of a five year stock option at an
exercise price of $8.00 per share, of which 66,666 shares vest immediately,
66,667 shares vest one year from issuance and the final 66,667 shares vest
two years from issuance.
<PAGE>
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Aggregated Option Exercises in Last Year and Fiscal Year-End; Option/SAR Values
The following table sets forth information on an aggregated basis regarding
the exercise of stock options during the last completed fiscal year by each of
the Named Executive Officers and the value of unexercised options at December
31, 1996:
<TABLE>
<C> <C> <C> <C> <C>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Shares Options/SARs Options/SARs
Acquired Value at FY-End (#) at FY-End ($)(1)
Name and on Exercise Realized Exercisable/ Exercisable/
Principal Position (#) ($) Unexercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------------
Steven Georgiev
Chief Executive Officer 260,000 426,200 703,666/333,334(2) 1,115,750/100,000
Michael H. Smotrich
President, Chief -- -- 686,666/33,334(3) 1,881,249/25,000
Operating Officer,
Secretary
Joseph P. Caruso
Vice President and Chief -- -- 699,999/200,001(4) 2,041,250/50,000
Financial Officer
</TABLE>
(1) Value is based on the December 31, 1996 closing price on the Nasdaq
Small Cap Market of $6.75 per share. Actual gains, if any, on exercise will
depend on the value of the Common Stock on the date of the sale of the
shares.
(2) Includes warrants to purchase Common Stock and stock options with
exercise prices ranging from $2.00-$8.00, all of which expire on or before
December 18, 2001.
(3) Includes warrants to purchase Common Stock and stock options with
exercise prices ranging from $2.125-$6.75, all of which expire on or before
December 18, 2001.
(4) Includes warrants to purchase Common Stock and stock options with
exercise prices ranging from $2.00-$8.00, all of which expire on or before
December 18, 2001.
(5) Consists of a warrant to purchase Common Stock at an exercise price of
$6.00 per share expiring on December 19, 2001.
Mr. Glosson, Mr. Valente and Dr. Deutch are paid $60,000 per year for their
services as Director. For his services as a Director, Mr. Glosson received a
warrant to purchase 100,000 shares of Common Stock at an exercise price of $8.00
per share. This warrant vests over a period of three years and expires on August
26, 2001. For his services as a Director, Mr. Valente received a warrant to
purchase 50,000 shares of Common Stock at an exercise price of $7.00 per share.
This warrant vests immediately and expires on December 26, 2001. For his
services as a Director, Dr. Deutch received a warrant to purchase 50,000 shares
of Common Stock at an exercise price of $6.75 per share. This warrant vests
immediately and expires on December 27, 2001. In accordance with Company policy,
Directors who are employees of the Company serve as Directors without
compensation. Directors are also reimbursed for reasonable out-of-pocket
expenses incurred in attending Board of Directors meetings.
Employment Agreements
Effective January 1, 1997, the Company entered into three-year key
employment agreements with Mr. Georgiev, Dr. Smotrich and Mr. Caruso. Pursuant
to these agreements, Mr. Georgiev serves as Chief Executive Officer, Dr.
Smotrich serves as President and Chief Operating Officer and Mr. Caruso serves
as Chief Financial Officer, at annual base salaries of $350,000, $250,000 and
$200,000, respectively. The agreements provide for bonuses as determined by the
Board of Directors or Executive Committee, and employee benefits, including
vacation, sick pay and insurance, in accordance with the Company's policies.
<PAGE>
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The agreements provide that, in the event of termination (i) by the Company
without cause, as defined, or by the executive for good reason, as defined,
other than within one year of a change in control, the Company shall pay the
executive four times the executive's annual base salary then in effect, and
continue the executive's employee benefits for the remaining term of the
agreement; (ii) within one year following a change in control, the Company shall
pay the executive eight times the executive's annual compensation, as defined,
and continue the executive's employee benefits for the remaining term of the
agreement; and (iii) by the executive for good reason within one year following
an approved change in control, as defined, the Company shall pay the executive
eight times the executive's annual base salary then in effect and any bonus
compensation to which the executive would have been entitled if he had remained
as an employee under the agreement to the end of the fiscal year, and continue
the executive's employee benefits for the remaining term of the agreement.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of April 4, 1997, the number of shares
of the Company's Common Stock owned by each director, by the Company's Principal
Executive Officer and each of the other Named Executive Officers, by all
directors and executive officers as a group, and by any persons (including any
"group" as used in Section 13(d)(3) of the Securities Exchange Act of 1934),
known by the Company to own beneficially 5% or more of the outstanding Common
Stock. Except as otherwise indicated, the stockholders listed in the table below
have sole voting and investment power with respect to the shares indicated.
<TABLE>
<C> <C> <C>
Percentage
Number of Shares of Class
Name and Address of Beneficial Owner Beneficially Owned (1)
- ------------------------------------ ------------------ -----------
Steven Georgiev(5) 1,072,871 3.25%
66 Cherry Hill Drive
Beverly, MA 01915
Joseph P. Caruso(6) 768,257 2.33%
66 Cherry Hill Drive
Beverly, MA 01915
Michael H. Smotrich(7) 1,224,256 3.71%
66 Cherry Hill Drive
Beverly, MA 01915
Buster C. Glosson(8) 53,333 *
66 Cherry Hill Drive
Beverly, MA 01915
Louis P. Valente(9) 54,000 *
66 Cherry Hill Drive
Beverly, MA 01915
John M. Deutch(9) 50,000 *
66 Cherry Hill Drive
Beverly, MA 01915
All Directors and Executive Officers as a Group 3,222,717 9.34%
(6 persons)(10)
</TABLE>
* Less than one percent.
(1) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options and warrants are deemed to be
<PAGE>
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outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table. Percentage ownership is based on 32,267,890 shares of Common Stock
outstanding.
(5) Includes 703,666 shares of Common Stock which Mr. Georgiev has the right to
acquire within 60 days pursuant to the exercise of options and warrants,
40,000 shares of Common Stock held by family members and 2,051 shares held
in the Company 401(k) Plan.
(6) Includes 699,999 shares of Common Stock which Mr. Caruso has the right to
acquire within 60 days pursuant to the exercise of options and warrants,
and 1,432 shares held in the Company 401(k) Plan.
(7) Includes 686,666 shares of Common Stock which Dr. Smotrich has the right to
acquire within 60 days pursuant to the exercise of options and warrants,
and 8,000 shares of Common Stock owned by family members.
(8) Includes 53,333 shares of Common Stock which Mr. Glosson has the right to
acquire within 60 days pursuant to the exercise of options and warrants.
(9) Includes 50,000 shares of Common Stock which Mr. Valente and Mr. Deutch
have the right to acquire within 60 days pursuant to the exercise of
warrants.
(10) For purposes of this calculation, total issued and outstanding shares
includes an aggregate of 2,243,664 shares issuable pursuant to options and
warrants exercisable within 60 days.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
From January 1995 to April 1997 the Company has advanced varying amounts to
Steven Georgiev, the Company's Chief Executive Officer and Chairman of the
Board; the total outstanding indebtedness at April 18, 1997 was $1,185,993.
These advances are evidenced by demand promissory notes which bear interest at
7% and are collateralized by stock in the Company and Common Stock of The
American Materials & Technologies Corporation ("AM&T") at a 75% loan to value
ratio.
From January 1995 to April 1997 the Company has advanced varying amounts
to Michael H. Smotrich, the Company's President and Chief Operating Officer; the
total outstanding indebtedness at March 31, 1997 was $518,156. These advances
are evidenced by demand promissory notes which bear interest at 7% and are
collateralized by stock in the Company at a 75% loan to value ratio.
At December 31, 1995, the Company had notes receivable for $3,150,000 from
AM&T evidenced by a $3,000,000 promissory note and a $150,000 promissory note,
both with interest at the rate of 10% per annum. Steve Georgiev is chairman of
AM&T and owns 13% of AM&T's outstanding common stock. On March 29, 1996, the
Company assigned a portion of its notes receivable at a face value of $1,500,000
to a non-affiliated individual for $1,500,000. The remaining outstanding
portions of the notes was paid off in 1996. The Company owns a total of 463,664
shares of AM&T's common stock at March 31, 1997. These shares were purchased at
a cost of $375,000 and have a market value at March 31, 1997 of $2,781,984.
In 1996 the Company had loans outstanding at various points in time
totaling $5,800,000 to Alliance Partners, Inc. Buster Glosson, a director of the
Company, is Chairman and Chief Executive Officer of Alliance Partners, Inc.
These loans accrued interest at a rate of 10% per annum and were all paid off by
December 31, 1996.
In 1996 the Company made consulting payments totaling $109,000 to Eagle
Limited. Buster Glosson is President of Eagle Limited.
On December 18, 1996, Steven Georgiev pledged 77,000 shares of his AM&T
common stock in favor of the Company to secure a loan of $500,000 made by the
Company to Trani, Inc.; on April 16, 1997, Mr. Georgiev increased the number of
pledged AM&T shares to 100,000.
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On March 31, 1997, Steven Georgiev pledged 112,000 shares of his AM&T
common stock in favor of the Company to secure a loan of $500,000 made by the
Company to JCV Capital Corp.; on April 16, 1997, Mr. Goergiev decreased the
number of AM&T shares pledged to 100,000.
(See also "Employment Agreements.")
The Company believes the foregoing transactions were on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.
The Company's policy, as adopted by its Board of Directors on December 16, 1996,
is that, in order to reduce the risks of self-dealing or a breach of the duty of
loyalty to the Company, all transactions between the Company and any of its
officers, directors or principal stockholders must be for bona fide purposes,
will be subject to approval by a majority of the disinterested members of the
Board of Directors of the Company, and must be on terms no less favorable to the
Company than could be obtained from unaffiliated parties.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
certifies that it has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Beverly in the
Commonwealth of Massachusetts on April 30, 1997.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By: /s/ Stevem Georgiev
------------------------------
Steven Georgiev
Chairman of the Board of Directors
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this Report has
been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
<TABLE>
<C> <C> <C>
Name Capacity Date
/s/ Steven Georgiev President, Chief Executive April 30, 1997
---------------------------------
Steven Georgiev Officer and Chairman of the Board
/s/ Dr. Michael H. Smotrich President, Chief Operating Officer, April 30, 1997
---------------------------------
Dr. Michael H. Smotrich Secretary and Director
/s/ Joseph P. Caruso Chief Financial Officer and Treasurer April 30, 1997
---------------------------------
Joseph P. Caruso ( Principal Financial Officer and
Principal Accounting Officer)
/s/ Buster C. Glosson Director April 30, 1997
---------------------------------
Buster C. Glosson
/s/ Louis P. Valente Director April 30, 1997
---------------------------------
Louis P. Valente
/s/ John M. Deutch Director April 30, 1997
---------------------------------
John M. Deutch
</TABLE>
