PALOMAR MEDICAL TECHNOLOGIES INC
8-K, 1998-11-03
PRINTED CIRCUIT BOARDS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported) November 3, 1998

                       Palomar Medical Technologies, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
<TABLE>
<S>                                         <C>                                         <C>

     Delaware                                                                           04-3128178
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(State or Other Jurisdiction                (Commission                                 (IRS Employer
     of Incorporation)                      File Number)                                Identification No.)
</TABLE>

45 Hartwell Avenue, Lexington, Massachusetts                          02421-3102
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(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code   781-676-7300
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          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



ITEM 5.  OTHER EVENTS.

     Palomar  Medical  Technologies,  Inc. issued the following press release on
November 2, 1998:

                   PALOMAR AND COHERENT REPORT ON NEGOTIATIONS
                     FOR SALE OF PALOMAR'S STAR SUBSIDIARY

LEXINGTON, Mass., November 2, 1998 - Palomar Medical Technologies, Inc. (NASDAQ:
PMTI), the technology leader in laser hair removal, and Coherent,  Inc. (NASDAQ:
COHR) today  announced that they are currently  negotiating the sale to Coherent
of Palomar's majority owned subsidiary,  Star Medical  Technologies,  Inc. Star,
based in Pleasanton,  Calif., manufactures the LightSheer(TM) Diode laser system
distributed exclusively by Coherent.

The sale price is expected to be in the range of $60 to $65 million,  payable in
cash.  However, at this time, the parties have not agreed to all of the terms of
the transaction.  Because a number of significant  issues regarding the terms of
the transaction  remain  unresolved,  there can be no assurance that the parties
will reach agreement.  Due to the uncertain nature of transaction  negotiations,
the  likelihood  that an  agreement  will be  reached is  indeterminable.  If an
agreement is reached,  consummation of the  transaction  would be subject to the
approval of the stockholders of Palomar, as well as certain regulatory approvals
and other standard closing conditions.

Palomar Medical  Technologies,  Inc. is a leading supplier of proprietary  laser
systems  for hair  removal  and other  cosmetic  laser  treatments.  Hundreds of
Palomar systems have been installed in physician practices  worldwide,  and more
than 150,000 treatments have been performed.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT. With
the  exception of the  historical  information  contained in this  release,  the
matters  described  herein contain  forward-looking  statements  relating to the
possible  sale of the  company's  Star  subsidiary.  That possible sale involves
risks  and   uncertainties   that  may   individually  or  mutually  impact  the
transaction,  and cause the possible  sale not to be completed or cause the sale
to be completed on terms that differ  materially  from those  described  herein.
These risk  factors  include,  but are not  limited  to, the  ability of all the
parties to the proposed  transaction to reach agreement on material  terms,  the
availability of financing for the transaction, the effect of national and global
economic conditions, governmental and shareholder approval, and/or other factors
outside the control of the company  which are detailed  from time to time in the
company's  SEC  reports,  including  the  report on Form 10-K for the year ended
December 31, 1997.  Readers are cautioned  not to place undue  reliance on these
forward-looking statements about this possible transaction,  which speak only as
of the date hereof. The company undertakes no obligation to release publicly the
result of any revisions to these forward-looking  statements that may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.


<PAGE>


                                   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.

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.

Date:    November 3, 1998

                                              By:           /s/
                                                 -------------------------------
                                              Name:    Louis P. Valente
                                              Title:   President and 
                                                       Chief Executive Officer


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