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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Palomar Medical Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
697529-10-5
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(CUSIP Number)
Adam D. Eilenberg
Ehrenreich Eilenberg Krause & Zivian LLP
11 East 44th Street, 17th Floor
New York, N.Y. 10017
(212) 986-9700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filed 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 on 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).
(Continued on following page(s))
<PAGE>
Amendment No. 6
to
Schedule 13D
This amendment is filed pursuant to Rule 13d-2(a) and amends the Schedule
13 D filed on August 3, 1998, Amendment No. 1 filed on December 22, 1998,
Amendment No. 2 filed on January 25, 1999, Amendment No. 3 filed on February 16,
1999, Amendment No. 4 filed on April 15, 1999 and Amendment No. 5 filed on May
24, 1999 (collectively the "Schedule 13D"). The reporting persons filing this
amendment are Mark T. Smith, The Rockside Foundation, Logg Investment Research,
Inc., Thomas O'Brien and The R. Templeton Smith Foundation. Except as set forth
herein, the Schedule 13D is hereby restated in its entirety. Notwithstanding
this amendment, the Schedule 13D speaks as of its respective dates.
Item 4 is amended to add the following two paragraphs:
Item 4. Purpose of Transaction
The Monterey Stockholders Group LLC ("Monterey") has commenced a lawsuit in
Federal District Court in Delaware against Palomar Medical Technologies, Inc.
(the "Company") and its four directors, Louis Valente, A. Neil Pappalardo,
Nicholas P. Economou and James Martin challenging the results of the Company's
annual meeting of stockholders held on June 23, 1999 (the "Annual Meeting").
Monterey alleges in its complaint that the defendants improperly counted a
large block of 3,250,000 shares of common stock (on a pre-reverse split basis)
for the purposes of obtaining a quorum at the Annual Meeting for the election of
directors. In filings with the SEC, however, the Company repeatedly told the
public that these shares were "held in escrow," "not entitled to vote" and "not
considered outstanding." Without these shares, there would not have been a
quorum. Monterey alleges in its complaint that the defendants' conduct violated
federal securities laws as well as Delaware law. Monterey seeks judicial relief
to set aside the challenged election and to order that a new stockholders'
meeting be held.
<PAGE>
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.
Date: July 20, 1999
THE ROCKSIDE FOUNDATION
By: /s/ John B. Haley
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Name: John B. Haley
Title: President
/s/ Mark T. Smith
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Mark T. Smith
LOGG INVESTMENT RESEARCH, INC.
By: /s/ Thomas O'Brien
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Name: Thomas O'Brien
Title: President
/s/ Thomas O'Brien
----------------------------------
Thomas O'Brien
THE R. TEMPLETON SMITH FOUNDATION
By: /s/ Edward C. Smith
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Name: Edward C. Smith
Title: Treasurer
(120496DTI)
