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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.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
697529-10-5
- --------------------------------------------------------------------------------
(CUSIP Number)
Adam D. Eilenberg
Ehrenreich Eilenberg & Krause LLP
11 East 44th Street, 17th Floor
New York, N.Y. 10017
(212) 986-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1999
- --------------------------------------------------------------------------------
(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>
CUSIP No. 697529-10-5 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Rockside Foundation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OH
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 772,658 (including 257,143 warrants
SHARES exercisable at $21.00 per share (the "Warrants"))
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,733,938 (including 428,572 Warrants)
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 772,658 (including 257,143 Warrants)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,733,938 (including 428,572 Warrants)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,733,938 (including 428,572 Warrants)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.50% (12.95% if not taking into account 428,572 Warrants)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 697529-10-5 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark T. Smith
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 530,451 (including 171,429 Warrants)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,733,938 (including 428,572 Warrants)
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 530,451 (including 171,429 Warrants)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,733,938 (including 428,572 Warrants)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,733,938 (including 428,572 Warrants)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.50% (12.95% if not taking into account 428,572 Warrants)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 697529-10-5 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The R. Templeton Smith Foundation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OH
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 430,829
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,733,938 (including 428,572 Warrants)
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 430,829
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,733,938 (including 428,572 Warrants)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,733,938 (including 428,572 Warrants)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.50% (12.95% if not taking into account 428,572 Warrants)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, $.01 par value, of Palomar Medical
Technologies, Inc. (the "Issuer"), which has its principal executive office at
45 Hartwell Avenue, Lexington, MA 02173. This statement is filed pursuant to
Rule 13d-2(a) with respect to securities owned by the reporting persons
specified herein as of December 29, 1999 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
("Amendment No. 5"; collectively the "Schedule 13D"). Except as set forth
herein, the Schedule 13D is hereby restated in its entirety.
Item 2. Identity and Background
The Reporting Persons currently are The Rockside Foundation, an Ohio
not-for-profit corporation ("Rockside"), Mark T. Smith ("Smith") and The R.
Templeton Smith Foundation, an Ohio not-for-profit corporation (the
"Foundation"). The address for Rockside is 524 North Avenue, New Rochelle, NY
10801. The address for Mr. Smith is 7670 First Place, Oakwood, OH 44146. The
address for The R. Templeton Smith Foundation is 3001 Fairmont Boulevard,
Cleveland Heights, OH 44118. Mr. Smith is one of three trustees of Rockside and
a trustee of the Foundation. Each of the Reporting Persons is a private
investor. During the last five years, none of the Reporting Persons have been
either (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Smith is a citizen of the United States of America.
Item 4. Purpose of Transaction
The Reporting Persons are the sole members of The Monterey Stockholders
Group LLC ("Monterey"), a Delaware limited liability company, which entity was
used to commence a proxy solicitation in June, 1999 relating to the Issuer's
annual meeting held on June 23, 1999. Effective December 29, 1999, two members
of Monterey and Reporting Persons of this Schedule 13D, Mr. Thomas O'Brien, an
individual ("O'Brien"), and Logg Investment Research, Inc., a Nevada corporation
involved in investment management ("Logg"), withdrew from Monterey and from the
group of Reporting Persons of this Schedule 13D. This Amendment No. 6 is being
filed to properly reflect the current composition and holdings of the group of
remaining Reporting Persons.
Although they have no current intention to do so, depending on market
conditions and other factors, the remaining Reporting Persons may acquire
additional shares, or, subject to the provisions of Section 16 of the Exchange
Act, sell all or a portion of their shares of Common Stock or Warrants. The
remaining Reporting Persons have no current plans or proposals which relate to
or would result in any of the actions set forth in subparagraphs (a) through (j)
of Item 4.
<PAGE>
Item 5. Interest in Securities of the Issuer
See Items 7 through 13 of the Schedule 13D cover page. The stockholdings of
the Reporting Persons have been adjusted to reflect the departure of O'Brien and
Logg from the group of Reporting Persons. Except for the subtraction of such
shares from the group of remaining Reporting Persons, no securities of the
Issuer have been acquired or disposed of by the remaining Reporting Persons
since the date of Amendment No. 5.
Monterey does not own any securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Effective December 29, 1999, O'Brien and Logg entered into a withdrawal
agreement with the remaining Reporting Persons (the "Agreement") pursuant to
which O'Brien and Logg withdrew from the group of Reporting Persons and gave
notice to Smith of their cancellation of the agreement dated as of January 29,
1999 among O'Brien, Logg and the remaining Reporting Persons which agreement
gave to Smith the ability to file certain documents with the Securities and
Exchange Commission on their behalf. Pursuant to the Agreement, Logg and O'Brien
will no longer give investment advice relating to the Issuer's securities to
either Smith, Rockside or the Foundation. In addition, the Agreement also
withdrew the discretionary authority of Logg and O'Brien to execute securities
transactions for either Smith, Rockside or the Foundation. A copy of the
Agreement is included as an exhibit to this Amendment No. 6.
Item 7. Materials to be Filed as Exhibits
Exhibit 10.1 Withdrawal Agreement dated as of December 29, 1999
<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: January 10, 2000
THE ROCKSIDE FOUNDATION
By: /s/ John B. Haley
----------------------------------
Name: John B. Haley
Title: President
/s/ Mark T. Smith
----------------------------------
Mark T. Smith
THE R. TEMPLETON SMITH FOUNDATION
By: /s/ Edward C. Smith
----------------------------------
Name: Edward C. Smith
Title: Treasurer
(120496DTI)
<PAGE>
Exhibit Index
Exhibit Number Title Page
- -------------- ----- ----
10.1 Withdrawal Agreement
WITHDRAWAL AGREEMENT
WITHDRAWAL AGREEMENT dated as of December 29, 1999 by and among Mark T.
Smith ("Smith"), The Rockside Foundation ("Rockside"), The R. Templeton Smith
Foundation (the "Foundation"), Logg Investment Research, Inc. ("Logg") and
Thomas O'Brien ("O'Brien"; together with Smith, Rockside, the Foundation and
Logg, the "Investors").
The Investors previously have acquired shares of Common Stock and Warrants
to purchase Common Stock of Palomar Medical Technologies, Inc., a
publicly-traded Delaware corporation (the "Issuer"), and may, for purposes of
the federal securities laws, be deemed to be acting in concert as a "group"
("Group"), as defined in Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with respect to their ownership, voting
and disposition of such shares and warrants. In connection therewith, the
Investors entered into an agreement dated as of January 29, 1999 (the
"Agreement"), pursuant to which the Investors authorized Smith to prepare, sign
and file certain forms with the Securities and Exchange Commission (the "SEC")
relating to securities holdings in the Issuer on behalf of the Investors. Logg
and O'Brien now desire to withdraw from certain relationships with the other
Investors and to cancel the Agreement as it relates to Logg and O'Brien.
Therefore, the Investors hereby agree as follows:
1. Section 16 Filings and Amendments: Pursuant to Section 1 of the
Agreement, Logg and O'Brien hereby inform Smith that he is no longer authorized
to prepare, sign and file with the SEC on its and his behalf all Statements of
Beneficial Ownership of Securities on Forms 3, 4 and 5, and all amendments
thereto, as required by Section 16 of the Exchange Act, with respect to any
securities of the Issuer. From and after the date hereof, Logg and O'Brien shall
be solely responsible for such filings, if required.
2. Withdrawal from Group; Cancellation of Further Arrangements: Effective
as of the date hereof, Logg and O'Brien withdraw from the Group comprising the
Investors with respect to the Issuer and its securities and relinquish any
membership or other interest they may have in The Monterey Stockholders Group
LLC. Logg and O'Brien shall no longer, individually or collectively, furnish
investment advice relating to the Issuer or the securities of the Issuer to
either Smith, Rockside or the Foundation, nor shall either Logg or O'Brien have
any form of discretionary authority from Smith, Rockside or the Foundation to
execute securities transactions on their behalf with respect to the Issuer's
securities. Logg and O'Brien agree to take all further actions with respect to
any brokerage accounts of Smith, Rockside or the Foundation necessary or
advisable to reflect the foregoing.
3. Smith, Rockside and the Foundation to Continue to Act and File as Group:
The Agreement remains in full force and effect as it relates to Smith, Rockside
and the Foundation, which shall continue to operate as a Group with respect to
the Issuer's securities. Nothing contained herein shall be construed as contrary
to such statement.
4. Miscellaneous. This Agreement constitutes the entire agreement between
the parties and may not be amended without the written agreement of each of
them. This Agreement is governed by the laws of the State of New York and may be
executed in counterparts, which, taken together, shall constitute one Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth herein.
THE ROCKSIDE FOUNDATION /s/ Mark T. Smith
--------------------------
Mark T. Smith
By: /s/ John B. Haley
-------------------------------
John B. Haley, President
THE R. TEMPLETON SMITH FOUNDATION /s/ Thomas O'Brien
--------------------------
Thomas O'Brien
By: /s/ Edward C. Smith
-------------------------------
Edward C. Smith, Treasurer
LOGG INVESTMENT RESEARCH, INC.
By: /s/ Thomas O'Brien
------------------------------
Thomas O'Brien, President
