As filed, via EDGAR, with the Securities and Exchange Commission on
June 18, 1999.
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
Filed by the registrant [_]
Filed by a party other than the registrant [X]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[_] 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)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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<PAGE>
CONTACTS:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
LEADING PROXY ADVISORY FIRM RECOMMENDS
PALOMAR MEDICAL SHAREHOLDERS VOTE TO
REPLACE INCUMBENT BOARD WITH MONTEREY NOMINEES.
NEW YORK, NEW YORK, June 18, 1999--The Monterey Stockholders Group, LLC
announced today that Institutional Shareholder Services (ISS) has recommended
that its clients who are shareholders of Palomar Medical Technologies, Inc.
(NASDAQ: PMTI) support the Monterey nominees for election to the Company's
Board. Palomar's annual meeting is scheduled for Wednesday, June 23, 1999.
The ISS report stated:
o ". . .shareholders interests would best be served by electing the dissident
nominees."
o ". . .we believe that fresh blood and new ideas offer Palomar its best
prospect for building on its accomplishments to date and achieving future
growth."
o "Monterey's substantial ownership position better aligns its interests with
shareholders than does management's more modest stake and provides better
assurance to shareholders that its nominees will protect their interests."
o "We recommend a vote FOR the dissident director nominees."
In its detailed analysis, the 16-page ISS report reached the following
conclusions:
o "Monterey's ultimate concern, protecting and growing shareholder value, is
universal to all shareholders, including those who do not form part of the
dissident group."
o Palomar's stock price has not flourished during management's tenure. While
management attributes low stock price to a failure on the part of the
market to appreciate the Company's progress (particularly in the case of
the Star sale) such an argument is not altogether convincing. While the
market can be a harsh judge it is
- more -
<PAGE>
Monterey Stockholders Group, LLC
June 18, 1999
Page Two
rarely an unfair one. Investors' apparent undervaluation of the company
rather than resulting from blindness to Palomar's merits is more likely to
their perception of problems beneath the surface."
o "The market's persistent undervaluation more of Palomar and its prior
failure to reflect even the value of the Company's cash on hand supports
the dissident's thesis that the market shares their concerns about
management's strategic plan."
o "Also telling is management's failure to achieve or project substantial
reductions in overhead costs in the wake of the Star sale...It is certainly
feasible as the dissident's suggest that management's inability or
unwillingness to make commensurate cost cuts is a contributing factor to
the company's weak stock price."
o "A final point in the dissident's favor is their sizable position in the
company's common stock. Their 12-percent stake is several times larger than
that of the incumbent board and management. This point is particularly
compelling in the context of the specific issues raised in this contest."
Mark Smith, a member of the Monterey Committee, stated "We are of course
delighted to have received the recommendation of an experienced and leading firm
like ISS, which can provide Palomar shareholders with an independent analysis on
the issues at hand and which slate to support. With only several days remaining
before the annual meeting, we urge all shareholders to act quickly and vote
today in order to ensure that their votes will be returned in time."
Institutional Shareholder Services, based in Rockville, MD is a leading
independent proxy voting advisor to several hundred banks, pension funds, money
managers and other institutional investors regarding proxy contests, corporate
governance proposals and other shareholder-related issues.
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