File No. 333-28251
AS FILED PURSUANT TO
RULE 424(b)(2) UNDER THE
SECURITIES ACT OF 1933
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated July 29, 1997)
PALOMAR MEDICAL TECHNOLOGIES, INC.
Common Stock
With respect to the number of shares set forth in the "Selling
Stockholders" table appearing on pages 20-22 of the Prospectus, the number of
shares set forth in that table represent an estimate of the number of shares of
Common Stock to be offered by the Selling Stockholders. The actual number of
shares of Common Stock issuable upon conversion of the Preferred Stock and
Debentures is indeterminate, is subject to adjustment and could be materially
less or more than such estimated number depending on a number of factors which
cannot be predicted by the Company at this time, including among other factors,
the future market price of the Common Stock. The actual number of shares of
Common Stock offered hereby, and included in the Registration Statement of which
this Prospectus is a part, includes such additional number of shares of Common
Stock as may be issued or issuable upon conversion of the Preferred Stock and
Debentures by reason of the floating rate conversion price mechanism or other
adjustment mechanisms described therein, or by reason of any stock split, stock
dividend or similar transaction involving the Common Stock, in order to prevent
dilution, in accordance with Rule 416 under the Securities Act of 1933.
With respect to the description of "Securities Offered" in the
Prospectus summary (appearing on page 5 of the Prospectus), the actual number of
shares of Common Stock issuable upon conversion of the Preferred Stock and
Debentures is indeterminate, is subject to adjustment and could be materially
less or more than such estimated number depending on a number of factors which
cannot be predicted by the Company at this time, including among other factors,
the future market price of the Common Stock. The actual number of shares of
Common Stock offered hereby, and included in the Registration Statement of which
this Prospectus is a part, includes such additional number of shares of Common
Stock as may be issued or issuable upon conversion of the Preferred Stock and
Debentures by reason of the floating rate conversion price mechanism or other
adjustment mechanisms described therein, or by reason of any stock split, stock
dividend or similar transaction involving the Common Stock, in order to prevent
dilution, in accordance with Rule 416 under the Securities Act of 1933.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" IN
THE PROSPECTUS ATTACHED HERETO.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
September 19, 1997
