PALOMAR MEDICAL TECHNOLOGIES INC
SC 13G/A, 1997-02-26
PRINTED CIRCUIT BOARDS
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                        SECURITIES AND EXHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G
                                 (Rule 13d-102)

                    UNDER THE SECURITIES ECHANGE ACT OF 1934
                               (Amendment No. 2 )*
                      ------------------------------------


                       Palomar Medical Technologies, Inc.
            ---------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
            ---------------------------------------------------------
                         (Title of Class of Securities)

                                   697529 10 5
            ---------------------------------------------------------
                                 (CUSIP Number)












Check the following  box is a fee is being paid with this  statement [ ]. (A fee
is not required only of the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*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 the
disclosures provided in a prior cover page.

The information required in 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 4 Pages

<PAGE>


CUSIP No. 597529 10 5              13G                 Page 2 of 4 Pages

- -------------------------------------------------------------------------------
         1.    NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVER PERSON
                 Michael Smotrich, SS# ###-##-####
- -------------------------------------------------------------------------------
         2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                    (a)  [    ]
                                                                    (b)  [    ]
- -------------------------------------------------------------------------------
         3.     SEC USE ONLY

- -------------------------------------------------------------------------------
         4.    CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. Citizen
- -------------------------------------------------------------------------------
  NUMBER OF                5.     SOLE VOTING POWER
     SHARES                         1,216,256
BENEFICIALLY               ____________________________________________________
   OWNED BY                6.     SHARED VOTING POWER
        EACH                        8,000
  REPORTING                ____________________________________________________
     PERSON                7.     SOLE DISPOSITIVE POWER
       WITH                         1,216,256
                           ----------------------------------------------------
                           8.     SHARED DISPOSITIVE POWER
                                    8,000
- -------------------------------------------------------------------------------
         9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    1,224,256
- -------------------------------------------------------------------------------
         10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                SHARES*

- -------------------------------------------------------------------------------
         11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                    4.0%
- -------------------------------------------------------------------------------
         12.   TYPE OF REPORTING PERSON*

                 IN
- -------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILING OUT!


                                Page 2 of 4 Pages
<PAGE>

Item 1.  (a)   Name of Issuer:  Palomar Medical Technologies, Inc.

         (b)   Address of Issuer's Principal Executive Offices:
               66 Cherry Hill Drive, Beverly, MA  01915

Item 2.  (a)   Name of Person Filing:  Michael Smotrich

         (b)   Address of Principal Business Office:  66 Cherry Hill Drive
                                                      Beverly, MA  01915
         (c)   Citizenship:  U.S. Citizen

         (d)   Title of Class of Securities:  Common Stock, 
                                              $.01 par value per share
         (e)   CUSIP Number:  597529 10 5

Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b),  or 13d-2(b),
check whether the person is a:

         (a) [ ] Broker or Dealer registered under Section 15 of the Act
         (b) [ ] Bank as defined in section 3(a)(6) of the Act
         (c) [ ] Insurance Company as defined in section  3(a)(19) of the Act
         (d) [ ] Investment  Company registered under section 8 of the 
                 Investment Company Act
         (e) [ ] Investment  Adviser  registered  under  section  203  of  the
                 Investment  Advisers Act of 1940
         (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
                 provisions of the Employee Retirement Income Security Act of
                 1974 or Endowment Fund; see Section240.13d(b)(1)(ii)(F)
         (g) [ ] Parent   Holding   Company,   in  accordance   with  Section
                 240.13d-1(b)(1)(ii)(G)  (h)  [ ]  Group,  in  accordance  with
                 Section 240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership.

         (a)   Amount Beneficially Owned:  1,224,256
         (b)   Percent of Class:  4.0%
         (c)   Number of Shares as to which person has:

         (i)   Sole power to vote or to direct the vote:  1,216,256
         (ii)  Shared power to vote or to direct the vote:  8,000
         (iii) Sole power to dispose or to direct the disposition of:  1,216,256
         (iv)  Shared power to dispose or to direct the disposition of:  8,000

Item 5.  Ownership of Five Percent or Less of a Class.

         On March 13, 1996, Michael Smotrich's Percentage of Ownership decreased
         to 4.9% due to the  issuance  of  Common  Stock.  Although  there  were
         additional  options and  warrants  granted  from March 13, 1996 through
         December 31, 1996, the total percentage to date is 4.0%.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.  N/A

Item 7.   Identification and Classification of the Subsidiary which Acquired the
          Security Being Reported on By the Parent Holding Company.  N/A

Item 8.  Identification and Classification of Members of the Group.  N/A


                                Page 3 of 4 Pages

<PAGE>

Item 9.  Notice of Dissolution of Group.  N/A

Item 10. Certification.  N/A

         By signing  below I/We certify  that,  to the best of my knowledge  and
         belief, the securities referred to above where acquired in the ordinary
         course of business  and were not acquired for the purpose of and do not
         have the effect of changing or influencing the control of the issuer of
         such  securities  and  were not  acquired  in  connection  with or as a
         participant in any transaction having such purpose or effect.

         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.


                                                     February 26, 1997
                                                     ---------------------------
                                                     (Date)


                                                     /s/ Michael Smotrich
                                                     ---------------------------
                                                     (Signature)


                                                     Michael Smotrich, President
                                                     ---------------------------
                                                     (Name/Title





                                Page 4 of 4 Pages


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