<PAGE>
As filed, via EDGAR, with the Securities and Exchange Commission on June 16,
1999.
File No:
ICA No:
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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[ ]Definitive Proxy Statement
[_]Definitive Additional Materials
[X]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Palomar Medical Technologies, Inc.
(Name of Registrant as Specified in Its Charter)
The Monterey Stockholders Group LLC, Mark T. Smith, The
Rockside Foundation, Logg Investment Research, Inc.,
Thomas O'Brien
and
The R. Templeton Smith Foundation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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<PAGE>
MARK T. SMITH
7670 First Place
Oakwood, Ohio 44146
June 15, 1999
Dear Fellow Palomar Stockholder:
Louis Valente, Palomar's current chairman, has sent you yet another letter,
spending your money to persuade you to re-elect the current underperforming
Board. Do not be misled. Do not vote to re-elect Directors who do not deserve
your vote. Vote your BLUE proxy card today for the Monterey Nominees.
OUR COMPANY MUST STRIVE TO CAPTURE EXISTING MARKET OPPORTUNITIES.
THE MONTEREY NOMINEES WILL WORK FOR THAT. THE CURRENT BOARD WON'T.
We believe that there is a huge market opportunity in the hair removal
business that is being squandered because of the flawed business strategy of
the current Board. Our Company must move to capture end user revenue in the
multi-billion dollar hair removal market with our superior technology, and do
it fast. If we don't, someone else will.
You say, Mr. Valente, that the corrective vision laser industry model that
we have suggested won't work for our Company. We think you are wrong. We think
that there are other business models for building revenue that the Company
should explore as well. Franchising, for example. But we also think that the
naysayer approach of the current Board to innovative plans to build revenues is
precisely why this Board must go.
The current Board makes our Company into the tired old engine that couldn't.
Our Nominees want to turn our Company into the engine of growth that could!
WHEN DOES THE CURRENT BOARD EXPECT RESULTS WITH ITS FLAWED STRATEGY? IN 2000?
IN 2001? MAYBE NEVER?!
Mr. Valente attacks our plan as risky. The real risk for stockholders is a
Board that apparently wants to turn our Company back into a development-stage
enterprise. Consider these troubling points:
. The Company's May 4 press release said the Company will not be profitable
for the next "few" quarters.
. During the Company's May 4 analysts call, the Company said that it could
not commit to profitable operations in the year 2000.
. In the analysts call, the Company said it could operate for four years
without profits, living off the proceeds of the Star sale.
. Mr. Valente now tells you that the current Board's plan is to develop new,
unspecified products.
In other words, spend the Company's money, cross your fingers and hope for the
best after the year 2000. When after the year 2000? Who knows? Certainly not
the current Board!
IMPORTANT VOTING PROCEDURES TO REMEMBER.
. Even if you have already voted a WHITE proxy card for management, you
can change your mind and vote a BLUE proxy in favor of the Monterey
nominees. In a proxy contest, only your latest-dated proxy card counts.
. Do not vote a WHITE management card--even if you vote to withhold on
management's nominees as a protest against them. Doing so may cancel an
earlier-voted BLUE proxy for the Monterey slate.
. If your shares are held in Street name--in custody on your behalf by a
bank or a broker--you must return your BLUE proxy card in the envelope
we have provided. Cards received from your bank or broker cannot be
voted at the meeting by you.
<PAGE>
THE CURRENT BOARD HAS NOT PERFORMED FOR STOCKHOLDERS.
Mr. Valente accuses us of attacking the current Board with 1996 statistics,
even though we carefully noted that the current directors did not assume office
until 1997. OK, so let's look at the Company's stock performance during the
tenure of the current Board. Here are some highlights:
<TABLE>
<CAPTION>
Closing Price
Date Event (post-split)
--------------------- ------------------------------------- -------------
<C> <S> <C>
February 3, 1997 Mr. Valente becomes a director $56 7/8
Mr. Pappalardo and Dr. Martin become
June 2, 1997 directors $24 1/16
November 13, 1997 Dr. Economou becomes a director $ 9 13/32
April 27, 1999 Sale of Star subsidiary closes $ 5 1/4
May 24, 1999 Stock price hits all time intraday $ 3 3/32
low of 2 7/16. Monterey announces
intention to commence a proxy contest
June 15, 1999 $ 4 13/32
</TABLE>
You are right, Mr. Valente. There is no need to go back to 1996 to see how
poorly our Company's stock price has performed under the current Board.
THE CURRENT DIRECTORS HAVE LITTLE EQUITY STAKE IN THE COMPANY. THEY ARE NOT
HURT BY THE DEPRESSED STOCK PRICE.
Mr. Valente accuses us of trying to gain control of the Company for personal
benefit. Nonsense. Our interests--not those of the current Board--are aligned
with the interests of stockholders. Compare our stock holdings with the
ownership of the current Board of our Company (on a pre-split basis):
<TABLE>
<CAPTION>
Securities Owned Monterey Group Current Board
---------------- -------------- -------------
<S> <C> <C>
Shares 9,161,650 73,000
Options and warrants 3,000,000 750,000
</TABLE>
The current directors can afford to ignore the precipitous decline in the
Company's stock price. Unlike you and me, they have almost nothing invested in
our Company!
MAKE YOUR VOTE FOR CHANGE COUNT.
Time is short. The annual stockholders meeting is only a few days away. Your
choice is clear: An old Board that has failed to bring value to your investment
and that is afraid of innovative business strategies. Or the Monterey nominees,
seasoned business people who intend to work to build value in our Company both
now and in the future for the benefit of all shareholders.
PLEASE MARK, SIGN, DATE AND RETURN YOUR BLUE PROXY CARD IN FAVOR OF THE
MONTEREY NOMINEES TODAY.
We appreciate your consideration of our nominees and program for change at
Palomar. If you have questions about voting your shares or changing your vote
please call MacKenzie Partners, Inc. toll-free at (800) 322-2885.
Sincerely,
/s/ Mark T. Smith
Mark T. Smith
