FORM 10-KSB/A-5
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-22340
PALOMAR MEDICAL TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
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Delaware 04-3128178
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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45 Hartwell Avenue, Lexington, Massachusetts 02421-3102
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(Address of principal executive offices)
(781)676-7300
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(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Name of each
exchange on
Title of each class which registered
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Not Applicable Not Applicable
Securities registered pursuant to Section 12 (g) of the Act:
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Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days). Yes X No
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
The issuer's revenues for its fiscal year ended December 31, 1996 were
$70,098,443.
As of March 20, 1997, 30,945,824 shares of Common Stock, $.01 par value
per share, and 16,000 shares of Preferred Stock $.01 par value per share were
outstanding. The aggregate market value, held by non-affiliates, of shares of
the Common Stock, based upon the average of the bid and ask prices for such
stock on that date was approximately $195,345,514.
Transitional Small Business Disclosure Format: Yes X No
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PALOMAR MEDICAL TECHNOLOGIES, INC.
INDEX
PART II
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Item 5. Market for Common Equity and Related Stockholder Matters P. 1
SIGNATURES P. 4
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The company's common stock is currently traded on the National
Association of Securities Dealers Automated Quotation System (NASDAQ) under the
symbol PMTI. The following table sets forth the high and low bid prices quoted
on NASDAQ for the Common Stock for the periods indicated. Such quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
do not necessarily represent actual transactions.
Fiscal Year Ended
December 31, 1995
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High Low
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Quarter Ended March 31, 1995 3 5/8 2 1/2
Quarter Ended June 30, 1995 2 5/8 1 15/16
Quarter Ended Sept. 30, 1995 6 11/16 1 7/8
Quarter Ended Dec. 31, 1995 7 1/8 4 7/16
Fiscal Year Ended
December 31, 1996
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High Low
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Quarter Ended March 31, 1996 13 1/8 5
Quarter Ended June 30, 1996 16 3/8 9 1/8
Quarter Ended Sept. 30, 1996 14 5/8 7 7/8
Quarter Ended Dec. 31, 1996 9 1/8 6
As of March 24, 1997, the Company had 600 holders of record of common
stock. This does not include holdings in street or nominee names.
The Company has not paid dividends to its common stockholders since its
inception and does not plan to pay dividends to its common stockholders in the
foreseeable future. The Company intends to retain any earnings to finance the
growth of the Company.
Private Placement of Common Stock
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Pursuant to Regulation S under the Act, the Company sold 365,533 shares
of common stock and 182,765 warrants to purchase common stock to a total of 23
overseas individuals and corporations on February 1, 1996 for an aggregate
purchase price of $1,783,800. The warrants were issued at a price of $5.00 per
share, are immediately exercisable and expire on February 1, 1999. The common
stock, and common stock underlying the warrants, were registered on a Form S-3
filed on February 6, 1996.
Pursuant to Regulation D and Section 4(2) of the Act, the Company sold
a total of 165,810 shares of common stock on March 29, 1996 for an aggregate
purchase price of $1,364,842. 114,810 shares of common stock were sold to Arista
High-Tech Growth Fund, Ltd. for an aggregate purchase price of $936,442; 45,000
shares of common stock were sold to Histon Financial Services, Inc. for an
aggregate purchase price of $378,000 and 6,000 shares of common stock were sold
to Berkshire International Finance, Inc. Pension Plan for an aggregate purchase
price of $50,400. The common stock was registered on a Form S-3 filed on June
28, 1996.
Pursuant to Regulation D and Section 4(2) of the Act, the Company sold
a total of 44,862 shares of common stock on April 15, 1996 to Egger & Co. for an
aggregate purchase price of $450,000. The common stock was registered on a Form
S-3 filed on June 28, 1996.
Pursuant to Section 4(2) of the Act, the Company sold 600,000 shares of
common stock on December 27, 1996 to Finmanagment, Inc. for an aggregate
purchase price of $3,150,000. In addition to the common stock, Finmanagment
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received 420,000 net warrants to purchase common stock at $7.50 per share,
300,000 net warrants to purchase common stock at $9.50 per share and 180,000 net
warrants to purchase common stock at $11.50 per share. The net warrants are
subject to a cashless exercise for common stock in which the number of shares of
common stock issuable upon such cashless exercise shall be determined by
multiplying (1) the difference between (a) the closing bid price of the common
stock on the day prior to the date exercised, as reported by NASDAQ, and (b) the
exercise price, by (2) the number of net warrant shares; divided by the closing
bid price of the common stock on the day prior to the date exercised. The net
warrants are exercisable immediately and expire on February 28, 1997. The common
stock, and common stock underlying the warrants, were registered on a Form S-3
filed on February 4, 1997.
Convertible Debentures
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Pursuant to Regulation S of the Act, the Company sold 9,675 units of
convertible debentures to a total of 11 overseas individuals on July 3, 1996 for
an aggregate purchase price of $7,669,441. Each unit consists of a convertible
debenture due July 3, 2003 denominated in 1,000 Swiss Francs and a warrant to
purchase 24 shares of the Company's common stock at $16.50 per share. The
warrants are immediately exercisable and expire on June 27, 2003. The common
stock underlying the debentures and warrants was registered on a Form S-3 filed
on March 4, 1997.
Pursuant to Section 4(2) of the Act, the Company sold a total of
$5,000,000 4.5% Convertible Debentures on October 17, 1996 to Cameron Capital
Ltd. and Wood Gundy London Limited. The debentures, due October 17, 2001, may be
converted at any time after 75 days from issuance at the option of the holder
into shares of the Company's common stock at a price equal to 85% of the average
trailing five day bid price from the date of conversion. The common stock
underlying the debentures was registered on a Form S-3 filed on February 4,
1997.
Pursuant to Section 4(2) of the Act, the Company sold a total of
$6,000,000 5% Convertible Debentures as follows: $3,000,000 to High Risk
Opportunities Hub Fund Ltd. on December 31, 1996; $2,000,000 to Berckeley
Investment Group, Ltd. on December 31, 1996; and $1,000,000 to High Risk
Opportunities Hub Fund Ltd. on January 13, 1997. The debentures, due December
31, 2001, December 31, 2001 and January 13, 2002, respectively, are convertible
into shares of common stock at a conversion price equal to 85% of the average
trailing 10 day bid price from the date of conversion, provided that in any 30
day period the holder of these debentures may convert no more than 33% (or 34%
in the last 30 day period available for conversion) of the debentures. The
common stock underlying the debentures was registered on a Form S-3 filed on
March 4, 1997.
Preferred Stock
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Pursuant to Section 4(2) of the Act, the Company sold 6,000 shares of
Series D Convertible Preferred Stock on February 14, 1996 to the Travelers
Insurance Company for an aggregate purchase price of $6,000,000. All of the
Series D Convertible Preferred Stock was converted into 1,116,918 shares of
common stock (including accrued dividends of $342,092 and accrued interest of
$9,183) as of December 31, 1996. In connection with the issuance of Series D
Convertible Preferred Stock the Company issued 600,000 warrants to purchase
common stock at a price of $7.50 per share, and 200,000 warrants to purchase
common stock at a price of $8.00 per share, both of which expire on February 14,
2001 and are immediately exercisable. The common stock underlying the Preferred
Stock and the warrants was registered on a Form S-3 filed on June 28, 1996.
Pursuant to Section 4(2) of the Act, the Company sold 10,000 shares of
Series E Convertible Preferred Stock on April 17, 1996 to GFL Advantage Fund
Limited for an aggregate purchase price of $10,000,000. All of the Series E
Preferred Stock was converted into 1,381,506 shares of common stock (including
accrued dividends of $326,174 and accrued interest of $7,536) as of January 28,
1997. In connection with the issuance of Series E Convertible Preferred Stock,
the Company issued 304,259 warrants to purchase common stock at a price of $15
per share, which expire on April 17, 2001 and are immediately exercisable. The
common stock underlying the Preferred Stock and the warrants was registered on a
Form S-3 filed on June 28, 1996.
Pursuant to Section 4(2) of the Act, the Company sold 6,000 shares of
Series F Convertible Preferred Stock on July 12, 1996 to the Travelers Insurance
Company for an aggregate purchase price of $10,000,000. The Series F Convertible
Preferred Stock, together with any accrued but unpaid dividends, may be
converted into common stock at 80% of the daily
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average closing price of the common stock on the ten trading days preceding such
conversion, but in no event less than $7.00 or more than $16.00. Series F
Preferred stock may be redeemed at any time, with no less than 10 days and no
more than 30 days notice or when the stock price exceeds $16.50 per share, at an
amount equal to the amount of liquidation preference determined as of the
applicable redemption date. In connection with the issuance of Series F
Convertible Preferred Stock, the Company issued 500,000 warrants to purchase
common stock at a price of $11 per share, which expire on July 12, 2001 and are
immediately exercisable. The common stock underlying the Preferred Stock and the
warrants was registered on a Form S-3 filed on August 23, 1996.
Pursuant to Section 4(2) of the Act, the Company sold 10,000 shares of
Series G Convertible Preferred Stock to Genesee Fund Limited on September 26,
1996 for an aggregate purchase price of $10,000,000. Genesee Fund Limited
subsequently transferred 5,000 of its shares of Series G Convertible Preferred
Stock to GFL Advantage Fund and the remaining 5,000 shares to GFL Performance
Fund. The Series G Convertible Preferred Stock, together with any accrued but
unpaid dividends, may be converted into common stock at 85% of the average
closing bid price for the three trading days immediately preceding the
conversion date, but in no event at less than $6.00 or more than $11.50 for the
5,000 shares of Series G Convertible Preferred Stock held by GFL Advantage Fund
and no less than $6.00 or more than $8.00 for the 5,000 shares of Series G
Convertible Preferred Stock held by GFL Performance Fund. The warrants are
immediately exercisable and expire on December 31, 2001. Series G Convertible
Preferred Stock may be redeemed at any time, with no less than 10 days and no
more than 20 days notice, at an amount equal to the sum of (a) the amount of
liquidation preference determined as of the applicable redemption date plus (b)
$176.50. In connection with the issuance of Series G Convertible Preferred
Stock, the Company issued 323,799 warrants to purchase common stock at a price
of $12 per share, which expire on September 27, 2001, and 50,000 warrants to
purchase common stock at a price of $6.5625 per share, which expire on December
31, 2001 and are immediately exercisable. The common stock underlying the
Preferred Stock and the warrants was registered on a Form S-3 filed on February
4, 1997.
Stockholder Services
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Stockholders of the Company who desire information about the Company
are invited to contact John Ingoldsby, Director of Investor Relations, Palomar
Medical Technologies, Inc., 66 Cherry Hill Drive, Beverly, Massachusetts 01915,
508-921-9300, e-mail at [email protected]. A mailing list is maintained to
enable stockholders whose stock is held in street name, and other interested
individuals, to receive quarterly reports, annual reports and press releases as
quickly as possible. (Quarterly reports and press releases are also available
through the Internet at the Company's home page on the World Wide Web
(http://www.palmed.com)).
Conversions of Preferred Stock and Debentures
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During the year ended December 31, 1996, the following securities were
converted by the accredited investor unaffiliated third-party holders for the
number of shares of common stock indicated:
Number Number of
Type of Security of Shares Shares
--------- Common Stock
Issued
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Preferred Stock Class A Series I 1,960 468,700
Preferred Stock Class A Series II 4,400 1,058,542
Preferred Stock Series A 2,500 394,110
Preferred Stock Series B 2,500 394,601
Preferred Stock Series D 6,000 1,116,918
Preferred Stock Series E 7,849 1,048,647
Debenture 5% Due 10/26/97 N/A 34,615
The Company received no proceeds in connection with any of these
conversions.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant certifies that it has caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Beverly in the
Commonwealth of Massachusetts on March 3, 1999.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By: /s/ Louis P. Valente
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Louis P. Valente
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1934, this Report
has been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
Name Capacity Date
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/s/ Louis P. Valente
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Louis P. Valente President, Chief March 3, 1999
Executive Officer and
Director
/s/ Joseph P. Caruso
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Joseph P. Caruso Chief Financial Officer March 3, 1999
and Treasurer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ James G. Martin
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James G. Martin Director March 3, 1999
/s/ A. Neil Pappalardo
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A. Neil Pappalardo Director March 3, 1999
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Nicholas P. Economou Director March 3, 1999
