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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. 2)(1)
Photoelectron Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
719320103
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(CUSIP Number)
December 31, 1999
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(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)
(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 purpose of Section 18 of the Securities Exchange Act of
1934 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).
PYC Corporation
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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 2,377,735
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6(2)
970,000
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7(1)
REPORTING 2,377,735
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8(2)
970,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,347,735
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
38.4%(3)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
CO
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*SEE INSTRUCTIONS BEFORE 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 02421
Item 2
(a) Name of Person Filing
See Item 1 of the second part of the cover page.
(b) Address of Principal Business Office or, if none, Residence
c/o Aegus Shipping Co., Ltd.
TANPY Building
17-19 Akti Miaouli
Piraeus 185 35 Greece
(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)(1)(ii)(G);
(h) [_] A savings associations 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 the 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:
[_]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
PYC Corporation has granted to Peter Nomikos the power to vote
970,000 shares issuable upon conversion of outstanding warrants
owned by PYC Corporation.
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 a Group.
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that 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 and 7 represent shares of common stock owned by PYC Corporation.
(2) Items 6 and 8 represent warrants held by PYC Corporation for the purchase
of common stock.
(3) This percentage is based on the number of shares of common stock of
Photoelectron Corporation as of the end of its 1999 fiscal year (1/1/00).
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CUSIP NO. 719320103 13G PAGE 7 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 10, 2000
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Date
PYC CORPORATION
By: /s/ Peter M. Nomikos
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Signature
Peter M. Nomikos
Its: President
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