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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 1)/1/
Photoelectron Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
719320103
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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/1/ The remainder of this cover page shall be filled 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 in the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "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).
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CUSIP NO. 719320103 13G PAGE 2 OF 7 PAGES
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Peter Markou Nomikos
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Greece
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SOLE VOTING POWER
5(/1/)
NUMBER OF 4,542,095
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7(/1/)
REPORTING 4,542,095
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,542,095
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11
75.6%(/2/) (based on shares of common stock outstanding as of 1/2/99)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
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*SEE INSTRUCTIONS BEFORRE FILLING OUT!
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CUSIP NO. 719320103 13G PAGE 3 OF 7 PAGES
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Item 1. (a) Name of Issuer:
Photoelectron Corporation
(b) Address of Issuer's Principal Executive Offices:
5 Forbes Road, Lexington, MA 02173
Item 2. (a) Name of Person Filing:
See Item 1 of the second part of the cover page.
(b) Address of Principal Business or, if none, Residence:
c/o Aegeus Shipping Co., Ltd.
TANPY Building
17-19 Akti Miaouli
(c) Citizenship:
See Item 4 of the second part of the cover page.
(d) Title of Class of Securities:
Common Stock, par value $.01 per share.
(e) CUSIP Number:
719320103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
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CUSIP NO. 719320103 13G PAGE 4 OF 7 PAGES
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(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
Item 4. (a) Amount Beneficially Owned:
See Item 9 of the second part of the cover page.
(b) Percent of Class:
See Item 11 of the second part of the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See Item 5 of
the second part of the cover page.
(ii) shared power to vote or to direct the vote: See Item 6 of
the second part of the cover page.
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CUSIP NO. 719320103 13G PAGE 5 OF 7 PAGES
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(iii) sole power to dispose or to direct the disposition of:
See Item 7 of the second part of the cover page.
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of the second part of the cover page.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of Securities, check
the following [ ]
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge, the
securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or
effect.
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CUSIP NO. 719320103 13G PAGE 6 OF 7 PAGES
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NOTES TO SCHEDULE 13G
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(1) Items 5, 7 and 9 include the following:
1. 471,560 shares of common stock owned directly by Peter Nomikos,
2. 2,377,735 shares of common stock owned by PYC Corporation,
3. Options held by Peter Nomikos for the purchase of 147,500 shares of
common stock,
4. A convertible note held by Peter Nomikos, convertible into
235,000 shares of common stock,
5. 300 shares of common stock owned by Petronome Corporation, and
6. Warrants held by PYC Corporation for the purchase of 1,310,000 shares
of common stock.
Items 5, 7, and 9 include all options, warrants and convertible debt
without regard to vesting.
(2) This percentage is based on the number of shares of common stock of
Photoelectron Corporation as of the end of its 1998 fiscal year (1/2/99).
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CUSIP NO. 719320103 13G PAGE 6 OF 7 PAGES
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SIGNATURE
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.
February 16, 1999
/s/ Peter M. Nomikos
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Peter M. Nomikos
