SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
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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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PALOMAR MEDICAL TECHNOLOGIES, INC.
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(Name Of Registrant As Specified In Its Charter)
NOT APPLICABLE
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(Name Of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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:_____
2) Form, Schedule or Registration Statement No.:_____
3) Filing Party:_____
4) Date Filed: _____
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PALOMAR MEDICAL TECHNOLOGIES, INC.
45 Hartwell Avenue
Lexington, MA 02421-3102
SUPPLEMENTAL INFORMATION TO
PROXY STATEMENT FOR
1999 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 23, 1999
The following information supplements the Proxy Statement, dated May 14,
1999 (the "Proxy Statement"), of Palomar Medical Technologies, Inc., a Delaware
corporation (the "Company"), furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the Annual
Meeting of Stockholders of the Company to be held on June 23, 1999, at 10:00
a.m., local time, at the Sheraton Tara Lexington Inn, 727 Marrett Road,
Lexington, Massachusetts, and any adjournments or postponements thereof (the
"Annual Meeting"). This Supplemental Information should be read in conjunction
with the Proxy Statement.
Only holders of record of the Company's common stock ("Common Stock") at
the close of business on April 29, 1999 (the "Record Date") are entitled to
notice of and to vote at the Annual Meeting.
RECENT DEVELOPMENTS; PROXY CONTEST
On May 24, 1999, The Monterey Stockholders Group LLC ("Monterey")
announced that it would solicit proxies to elect directors at the Company's
Annual Meeting, in opposition to the directors nominated by the Company's Board
of Directors. On June 1, 1999, Monterey filed preliminary proxy materials with
the Securities and Exchange Commission (the "SEC"). According to these
materials, Monterey proposes that the Company's stockholders elect Monterey's
nominees, Mark T. Smith, George F. Murphy, Jr., Jay Delahanty and Michael D.
Marks, as the directors of the Company at the Annual Meeting.
Your Board of Directors and management believe strongly that electing
Monterey's candidates is contrary to the best interests of the Company's
stockholders. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU REJECT MONTEREY'S
CANDIDATES AND VOTE FOR THE BOARD'S NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
PARTICIPANTS ON BEHALF OF THE COMPANY
As a result of the proxy contest initiated against the Company by
Monterey, the rules of the SEC require the Company to provide to its
stockholders certain additional information, including with respect to
participants (as defined in Schedule 14A promulgated pursuant to the Securities
Exchange Act of 1934, as amended). Pursuant to those rules, the members of the
Board of Directors are, and certain employees and agents of the Company may be
deemed to be, participants. Unless otherwise indicated below, the address of the
participants described below is the address of the Company's principal executive
offices. Except as indicated below, no participant has purchased or sold or
otherwise acquired or disposed of any shares of Common Stock of the Company in
the last two years. Information with respect to the participant's beneficial
ownership of the Company's Common Stock is as of June 1, 1999, but does not
reflect the Company's recent one-for-seven reverse stock split.
Louis P. Valente is a director and has been the Chief Executive Officer
and President of the Company since May 14, 1997 and the Chairman of the Board of
Directors since September 15, 1997. Mr. Valente is the beneficial owner of
463,000 shares of the Common Stock of the Company, which includes (a) 200,000
shares of Common Stock which he has the right to acquire within 60 days pursuant
to the exercise of warrants, (b) 4,000 shares of Common Stock he acquired on
March 25, 1997, (c) 11,000 shares of Common Stock he acquired on February 24,
1998, (d) 20,000 shares of Common Stock he acquired between March 3 and March 9,
1999, (e) 14,000 shares of Common Stock he acquired on May 10, 1999,
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(f) 7,000 shares of Common Stock he acquired on May 19, 1999 and (g) 7,000
shares of Common Stock he acquired on May 24, 1999.
Nicholas P. Economou is a director of the Company. Since 1990, Dr.
Economou has been the Chairman, President and Chief Executive Officer of Micrion
Corp., a public semiconductor equipment company located at One Corporation Way,
Peabody, Massachusetts 01960. Dr. Economou is the beneficial owner of 64,000
shares of Common Stock of the Company, which includes 50,000 shares of Common
Stock which Dr. Economou has the right to acquire within 60 days pursuant to the
exercise of warrants.
A. Neil Pappalardo is a director of the Company. Mr. Pappalardo is the
founder and serves as the Chairman and Chief Executive Officer of Medical
Information Technology, Inc., a provider of software systems to hospitals in the
United States, Canada and the United Kingdom located at Meditech Circle,
Westwood, Massachusetts 02090. Mr. Pappalardo is the beneficial owner of 250,000
shares of Common Stock of the Company, which represents shares of Common Stock
which Mr. Pappalardo has the right to acquire within 60 days pursuant to the
exercise of warrants. Mr. Pappalardo personally guaranteed the ten million
dollar revolving line of credit received by the Company from Fleet Bank. In
consideration of this personal guaranty, the Company issued Mr. Pappalardo on
December 1, 1998 a warrant to purchase 200,000 shares of the Company's Common
Stock at an exercise price of $1.50 per share.
James G. Martin is a director of the Company. Since 1995, Dr. Martin has
served as the Vice President of Research at the Carolinas Medical Center and
since 1993, he has also served as the Chairman of the Research Development Board
of the Carolinas Medical Center located at Cannon Research Center, 1542 Garden
Terrace, Charlotte, North Carolina 28203. Dr. Martin is the beneficial owner of
50,000 shares of Common Stock of the Company, which represents shares of Common
Stock which Dr. Martin has the right to acquire within 60 days pursuant to the
exercise of warrants.
Joseph P. Caruso joined the Company in March 1992 as Controller in a
part-time capacity and became a full-time employee on June 15, 1992. Since
January 1, 1993, Mr. Caruso has been the Vice President and Chief Financial
Officer of the Company. Mr. Caruso is the beneficial owner of 943,142 shares of
Common Stock, which includes 870,000 shares of Common Stock which Mr. Caruso has
the right to acquire within 60 days pursuant to the exercise of options and
warrants and 6,316 shares held in the Company's 401(k) Plan.
SOLICITATION OF PROXIES
This solicitation of proxies for use at the Annual Meeting is being made
by the Board of Directors of the Company. The cost of this proxy solicitation
will be borne by the Company. In addition to solicitations by mail,
solicitations also may be made by advertisement, telephone, telegram, facsimile
transmission or other electronic media, and personal meetings and interviews. In
addition to solicitation services to be provided by D.F. King & Co., Inc. ("D.F.
King"), as described below, proxies may be solicited by the Company and its
directors, officers and employees (who will receive no compensation therefor in
addition to their regular salaries). Arrangements also will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of the Common Stock of the
Company, and such persons will be reimbursed for their expenses. Although no
precise estimate can be made at the present time, it is currently estimated that
the aggregate amount to be spent in connection with the solicitation of proxies
by the Company (excluding the salaries and fees of officers and employees) will
be approximately $250,000, and that the total cash expenditures to date relating
to the solicitation have been under $10,000. These estimates include fees for
attorneys, accountants, advisers, proxy solicitors, advertising, printing,
distribution and other costs incidental to the solicitation.
The Company has retained D.F. King at a fee estimated not to exceed
$75,000, plus reimbursement of reasonable out-of-pocket expenses, to assist in
the solicitation of proxies (which amount is included in the
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estimate of total expenses above). The Company has also agreed to indemnify D.F.
King against certain liabilities and expenses, including liabilities under the
Federal securities laws. It is anticipated that approximately 30 employees of
D.F. King may solicit proxies.
VOTING INFORMATION
Your vote is important. Please sign, date and mail promptly the enclosed
WHITE proxy card in the enclosed self-addressed stamped envelope. Your Board of
Directors urges you to vote "FOR" its nominees on the enclosed WHITE proxy card.
Please do NOT sign and return any blue proxy card sent to you by Monterey.
It is not necessary to check any boxes if you wish to vote in
accordance with your Board's recommendations. Simply sign, date and return the
enclosed WHITE proxy card.
If your shares are held in "street name," immediately instruct your
broker or the person responsible for your account to sign a WHITE proxy card on
your behalf. You should also sign, date and mail your WHITE proxy card
immediately upon receipt from your broker or bank, using the postage-paid
envelope provided. Please do so for each account you maintain. If you have
further questions or need assistance, please call:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
CALL TOLL FREE (800) 628-8538
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. PLEASE ACT
TODAY.
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PROXY/VOTING INSTRUCTION CARD
PALOMAR MEDICAL TECHNOLOGIES, INC.
C/O THE AMERICAN STOCK TRANSFER & TRUST COMPANY
40 WALL STREET, 41ST FLOOR, NEW YORK, NEW YORK 10005
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
I (WHETHER ONE OR MORE OF US) APPOINT JOSEPH P. CARUSO AND SARAH
BURGESS REED TO BE MY PROXIES. THE PROXIES MAY VOTE ON MY BEHALF, IN ACCORDANCE
WITH MY INSTRUCTIONS, ALL OF MY SHARES ENTITLED TO VOTE AT THE SPECIAL MEETING
OF STOCKHOLDERS OF PALOMAR MEDICAL TECHNOLOGIES, INC. THE MEETING IS SCHEDULED
FOR APRIL 21, 1999, BUT THIS PROXY INCLUDES ANY ADJOURNMENT(S) OF THAT MEETING.
THE PROXIES MAY VOTE ON MY BEHALF AS IF I WERE PERSONALLY AT THE MEETING.
PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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^ DETACH HERE BEFORE MAILING TOP PORTION ^
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY ( )
IN THEIR DISCRETION, THE PROXIES MAY VOTE ON ANY OTHER BUSINESS THAT
PROPERLY COMES BEFORE THE MEETING. THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED AS INSTRUCTED BELOW BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKING IS MADE,
THIS PROXY WILL BE DEEMED TO BE DIRECTION TO VOTE FOR PROPOSALS 1 AND 2.
The Board of Directors recommends a vote FOR:
1. To select Arthur Andersen LLP as the company's auditors for fiscal
1999.
FOR ( ) AGAINST ( ) ABSTAIN ( )
2. The election of each of the following nominees as Directors of Palomar
to serve until the 2000 annual meeting of stockholders and until their
respective successors are elected and have qualified.
FOR AGAINST WITHHELD
Nicholas P. Economou ( ) ( ) ( )
James G. Martin ( ) ( ) ( )
A. Neil Pappalardo ( ) ( ) ( )
Louis P. Valente ( ) ( ) ( )
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF
NO DIRECTION IS GIVEN WITH RESPECT TO ONE OR MORE OF THE PROPOSALS SET
FORTH ABOVE, WILL BE VOTED FOR SUCH PROPOSAL OR PROPOSALS.
DATED: _________________, 1999
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Signature of Stockholder(s)
Please promptly date and sign this proxy and mail it in the enclosed envelope to
assure representation of your shares. No postage need be affixed if mailed in
the United States. PLEASE SIGN EXACTLY AS NAME(S) APPEAR ON STOCK CERTIFICATE.
If stockholder is a corporation, please sign full corporate name by president or
other authorized officer and, if a partnership, please sign full partnership
name by an authorized partner or other person.
Mark here if you plan to attend the meeting. / /
[NOTE THAT YOU MAY ATTEND THE MEETING EVEN IF YOU DO NOT CHECK THE BOX.]
