PHOTOELECTRON CORP
8-K, 1999-08-24
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             _____________________
                                   FORM 8-K
                          CURRENT REPORT PURSUANT TO
                          SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                            _______________________

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 23, 1999

                           PHOTOELECTRON CORPORATION
            (Exact name of registrant as specified in its charter)


        Massachusetts                   0-21667                04-3035323
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
      of incorporation)                                    Identification No.)

                        _______________________________
                                 5 FORBES ROAD
                        LEXINGTON, MASSACHUSETTS 02421
   (ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

Item 5.  Other Events

On August 23, 1999, the Registrant announced that it had entered into a
strategic alliance with Carl Zeiss whereby Carl Zeiss will manage the sales and
distribution of a range of the Registrant's products, assist with the service
and support of the Registrant's products, and participate in co-developments
with the Registrant. A copy of the press release issued by the Registrant on
August 23, 1999 regarding the foregoing is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

(a)      Exhibits

         Exhibit Number

         99.1   Press Release dated August 23, 1999

                                      -1-
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the under-
signed hereunto duly authorized.


PHOTOELECTRON CORPORATION
REGISTRANT



DATED:  August 24, 1999

By:   /s/ Euan Thomson
      Euan Thomson
      President and Chief Operating Officer

                                      -2-

<PAGE>

                                                                    EXHIBIT 99.1

Lexington, MA (August 23, 1999) Photoelectron Corporation (PeC) (NASDAQ:PECX),
developer of the Photon Radiosurgery System (PRS), a proprietary x-ray delivery
system for tumor therapy, today announced a strategic alliance with Carl Zeiss
(Oberkochen, Germany). Carl Zeiss will manage the sales and distribution of a
range of PeC's products, including the PRS. In addition to sales and
distribution, Carl Zeiss will also assist with service and support of PeC's
products and participate in co-developments. The agreement is a worldwide
arrangement, with the exception of Japan where PeC has an existing arrangement
with Toshiba Medical Systems. The alliance with Carl Zeiss will give PeC access
to a global sales force with an established record of sales of high technology
equipment within the medical field.

Carl Zeiss is an international technology leader whose Medical Systems division
specializes in high technology equipment such as surgical microscopes for
various disciplines and its products include state-of-the-art image guided
surgery equipment. The worldwide sales organization of the Carl Zeiss Group
includes its headquarters in Oberkochen, Germany, as well as offices throughout
the rest of Europe, North and South America, the Middle East and the Asia
Pacific areas. Carl Zeiss' knowledge of these regional markets and technical
issues associated with supporting surgical instruments will significantly
enhance worldwide access to PeC products.

Integral to the new arrangement is a combined development strategy. Dr. Euan
Thomson, President and COO of PeC commented, "This arrangement will greatly
enhance our sales efforts but this is much more than a distribution agreement.
The two companies have plans for system integration and a collaborative
development program that will significantly advance our products". Initial
collaborations will focus on linking PeC's miniature x-ray source with Carl
Zeiss surgical microscope systems to provide surgeons throughout the world with
the ability to remove tumors and deliver radiation therapy using an integrated
surgical platform.

Dr. Michael Kaschke, Vice President and General Manager of the Surgical Products
Division at Carl Zeiss commented, "This agreement will allow us to combine our
surgical visualization technology with intraoperative radiotherapy. We believe
that such an integrated solution will provide improved treatment of cancers and
will thus result in substantial patient benefits. PeC's innovative technology
will complement our microscope and image guided surgical product lines very well
and matches extremely well with our concepts of providing solutions for
minimally invasive surgery and therapy".




<PAGE>

In a second, simultaneous release, PeC announced that it had joined the Surgical
Navigation Network (SNN). SNN is a consortium of medical equipment industry
leaders including, amongst others, Carl Zeiss Inc., Philips, Agfa IMPAX,
Aesculap and XLTEK. The member companies use shared open-standard, image-based
software to support their products and have non-exclusive arrangements
concerning sales.

Dr. Thomson added, "We are very excited by the tremendous opportunities that
these strategic arrangements present to PeC. In Carl Zeiss, we now have the
support of one of the medical equipment technology leaders and one of the most
effective medical equipment sales organizations in the world. We can now launch
a combined development program that will enable us to integrate the PRS with a
range of surgical products, supported by many major medical equipment
companies."

The outline structure for combined product development was in place prior to the
agreement's being signed. The arrangements for sales and distribution will begin
immediately, with the Carl Zeiss sales force supporting PeC's existing and
future customers.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Any statements which are not historical facts contained in this release
are forward looking statements that involve risk and uncertainties, including
but not limited to those relating to product demand, pricing, market acceptance,
the effect of economic conditions, the validity and enforceability of
intellectual property rights, the outcome of government regulatory proceedings,
competitive products, risks in product and technology development, the ability
to complete transactions, and other risks identified in the Company's Securities
and Exchange Commission filings.

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