<PAGE>
As filed with the Securities and Exchange Commission on August 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Photoelectron Corporation
(Exact name of registrant as specified in its charter)
----------------
<TABLE>
<S> <C>
Massachusetts 04-3035323
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
</TABLE>
----------------
5 Forbes Road
Lexington, Massachusetts 02421
(781) 861-2069
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
Euan S. Thomson
President and Chief Executive Officer
Photoelectron Corporation
5 Forbes Road
Lexington, Massachusetts 02421
(781) 861-2069
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies of communications to:
TIMOTHY B. BANCROFT, ESQ.
Goulston & Storrs, P.C.
400 Atlantic Avenue
Boston, Massachusetts 02110
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value..................... 2,926,126 shares $5.59375 $16,368,018 $4,322
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
the average of the high and low prices of the registrant's common stock on
August 18, 2000, as reported by the American Stock Exchange.
----------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this prospectus is not complete and may be +
+changed. The selling stockholders may not sell these securities until the +
+registration statement filed with the Securities and Exchange Commission is +
+effective. This prospectus is not an offer to sell these securities or a +
+solicitation of an offer to buy these securities in any state where the offer +
+or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Preliminary Prospectus Subject to Completion, Dated August 22, 2000
PHOTOELECTRON CORPORATION
2,926,126 Shares Common Stock
This prospectus relates to the public offering by the selling stockholders
listed on the table beginning on page 10 of 2,926,126 shares of our common
stock as follows:
. 2,631,126 shares issuable upon conversion of 10% senior convertible
debentures we sold in the private placement we completed in June 2000,
including the conversion of the first interest payment due under the
debentures;
. 100,000 shares issuable upon exercise of warrants issued to one of our
financial consultants;
. 184,000 shares issuable upon exercise of warrants issued to KSH Investment
Group, Inc., the placement agent for our private placement 10% senior
convertible debentures; and
. 11,000 shares issuable upon exercise of warrants issued to KSH Strategic
Investment Fund I, L.P. as compensation for a commitment to make a bridge
loan to us.
This offering is not being underwritten. The prices at which the selling
stockholders may sell the shares will be determined by the prevailing market
price for the shares or in negotiated transactions. We will not receive any of
the proceeds from the sale of the shares.
Our common stock is traded on the American Stock Exchange under the symbol
"PHX." On August 18, 2000, the last reported sales price for our common stock
on the American Stock Exchange was $5.625 per share.
Investing in our common stock involves risks. See "Risk Factors" beginning on
page 5.
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2000.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission, or SEC, allows us to "incorporate by
reference" into this prospectus information in the documents we file with the
SEC, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until all of the securities offered by this prospectus have been sold or
the offering is terminated:
. our Annual Report on Form 10-K for the fiscal year ended January 1, 2000;
. our Definitive Proxy Statement filed with the SEC on April 24, 2000;
. our Quarterly Report on Form 10-Q for the quarter ended July 1, 2000;
. our Current Report on Form 8-K dated June 20, 2000; and
. the description of our stock contained in our Registration Statement on
Form 8-A dated November 29, 1999.
You may request a copy of these filings at no cost, by writing or calling us
at our principal executive offices located at the following address:
Photoelectron Corporation
5 Forbes Road
Lexington, Massachusetts 02421
Attention: Timothy W. Baker, Chief Financial Officer
Telephone: (781) 861-2069
We will not provide exhibits to a document unless they are specifically
incorporated by reference in that document.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports, proxy statements and other information, including the
information incorporated by reference above, with the Securities and Exchange
Commission. Investors may inspect and copy these reports, proxy statements and
other information at the Securities and Exchange Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington D.C. 20549 and at the Securities and
Exchange Commission's regional offices at Seven World Trade Center, New York,
New York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Investors
may obtain information on the operation of the SEC's Public Reference Room by
calling the SEC at 1(800) SEC-0330. This information also is available at the
Securities and Exchange Commission's World Wide Web site at http://www.sec.gov.
This information also can be inspected at the offices of Nasdaq Operations,
1735 K Street, N.W., Washington, D.C. 20006.
We filed a registration statement on Form S-3 under the Securities Act of
1933 relating to the common stock offered by this prospectus with the
Securities and Exchange Commission in Washington, D.C. This prospectus does not
contain all of the information set forth in the registration statement and the
exhibits and schedules to the registration statement, certain portions having
been omitted from this prospectus in accordance with the rules and regulations
of the Securities and Exchange Commission. Statements contained in this
prospectus concerning the contents of any contract or any other document
referred to are not necessarily complete; we refer you in each instance to the
copy of the contract or document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference. For further information with respect to us and the common stock we
are offering hereby, we refer investors to the
3
<PAGE>
registration statement, the exhibits thereto and the financial statements,
notes and schedules filed as a part of the registration statement.
PHOTOELECTRON CORPORATION
Soon after Photoelectron's founding in 1989 we focused our development
efforts on miniature x-ray technology. From this technology, we developed the
PRS system. Our latest commercial version of the PRS system is the PRS400
system. The key component of the PRS system is a miniature x-ray source,
designed to be placed inside a tumor or the residual surgical cavity after
tumor removal. The x-ray source generates x-rays at the tip of a long, needle-
like probe that can be placed directly into the target area. The PRS system
produces low energy photons that are rapidly absorbed in the tissue immediately
surrounding the probe, minimizing irradiation of surrounding healthy body
tissue. During 1999, we integrated the PRS400 system into new treatment systems
designed to address an expanding range of clinical applications. We developed
these new products, known as the ACCUBEAM system and the INTRABEAM system, in
collaboration with our strategic partner Carl Zeiss Oberkochen.
Photoelectron is a Massachusetts corporation. Our principal executive
offices are located at 5 Forbes Road, Lexington, Massachusetts 02421 and our
telephone number is (781) 861-2069.
PRS system, PRS400 system, ACCUBEAM and INTRABEAM are trademarks of
Photoelectron Corporation.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions we made. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and variations of these words or similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions
that are difficult to predict. Therefore, our actual results could differ
significantly from those expressed or forecasted in any forward-looking
statements as a result of a variety of factors, including those set forth in
"Risk Factors" below and elsewhere in, or incorporated by reference into, this
prospectus. We undertake no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.
4
<PAGE>
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
The value of an investment in Photoelectron will be subject to the
significant risks inherent in its business. Investors should consider carefully
the risks and uncertainties described below and the other information in this
prospectus before deciding whether to invest. If any of the possible adverse
events described below actually occur, our business, financial condition or
operating results could be adversely affected in a material way. This could
cause the trading price of our common stock to decline, perhaps significantly.
We are an early stage company with a limited operating history and your basis
for evaluating us is limited.
We were incorporated in January of 1989 and have thus had a relatively short
operating history. We are still in the process of commercializing treatment
systems based on the PRS400 system, or PRS, our core technology. We may not
succeed in completing commercialization of our product range. We have only sold
11 PRS systems and may not be able to sell any more PRS systems.
We have a history of significant operating losses and anticipate further
substantial losses.
We have experienced significant operating losses in each year since our
incorporation, primarily due to the cost of substantial research and
development of the PRS system. As of July 1, 2000, we had an accumulated
deficit of approximately $42 million and expects to continue to incur losses
until we generate revenues to offset the funds spent on commercializing the PRS
system. Our ability to achieve profitable operations will depend, in large
part, on whether we can successfully commercialize the PRS and our ACCUBEAM and
INTRABEAM systems or any other products, and whether we can effectively make
the transition to a manufacturing and marketing company. It is possible that
the PRS, ACCUBEAM and INTRABEAM systems will never gain commercial acceptance,
and we may never generate significant revenues or achieve profitability. For
these reasons, we believe we will continue to incur substantial operating
losses for the foreseeable future, and that these losses may be significantly
higher than our current losses.
We have significant capital needs and we may not be able to raise additional
capital.
We have expended, and will continue to expend, substantial funds on the
following:
. Research and development of the PRS, ACCUBEAM and INTRABEAM systems and
other potential products;
. Establishing commercial scale manufacturing in our own facilities or in
the facilities of others; and
. Marketing the PRS, ACCUBEAM and INTRABEAM systems and other products.
Our future capital requirements will depend on a variety of factors,
including the following:
. Time and costs involved in obtaining further regulatory approvals;
. Market acceptance of the PRS, ACCUBEAM and INTRABEAM systems and any of
our other products;
. Expense and results of our continued scientific research and development
programs;
. Time and costs expended in filing, prosecuting, and enforcing patent
claims; and
. Development of competing technologies.
We expect that we will use available cash including the net proceeds from
our June 2000 private placement to pay for these capital requirements for the
next twelve months. Thereafter, we may not be able to find additional financing
on acceptable terms, if at all.
5
<PAGE>
We may not be reimbursed by third party payors which could reduce our revenues.
Our ability to be reimbursed for the cost of our products and related
treatments from third party payors will have a significant impact on our
ability to commercialize our products. Such third party payors include, among
others, private insurance companies, self-insured employers, health maintenance
organizations, and federal and state sources of payment under the Medicare and
Medicaid programs. There is no uniform policy on reimbursement among third
party payors, and the PRS, ACCUBEAM and INTRABEAM systems or any of our other
products may not qualify for reimbursement. In addition, foreign countries have
their own health care reimbursement systems, and we may not qualify for
reimbursement from such foreign third party payors.
In addition, the continuing efforts of many third party payors to reduce the
costs of health care by decreasing reimbursement rates, or limiting or
prohibiting reimbursement for certain services or devices, may have an adverse
effect on our revenues. Furthermore, legislative proposals to reform government
health care insurance programs, including the Medicare and Medicaid programs,
could have a significant impact on the purchase of health care services and
products and could result in lower prices and reduced demand for our products.
We are unable to predict whether such proposals will be enacted or whether
other health care legislation or regulation affecting our business may be
proposed in the future.
We are still waiting for some regulatory clearances in order to market the PRS
system.
The PRS, ACCUBEAM and INTRABEAM systems have not been approved for
commercial use in countries outside the U.S. and Europe, including Japan. The
PRS, ACCUBEAM and INTRABEAM systems are subject to extensive regulation in the
U.S. by the Food and Drug Administration, or FDA, and, in many instances, by
comparable agencies in foreign countries where we plan on manufacturing and/or
distributing the PRS, ACCUBEAM and INTRABEAM systems. Sales of medical devices
outside the United States are subject to regulatory requirements that vary
widely from country to country. The PRS, ACCUBEAM and INTRABEAM systems may not
meet the regulatory standards of countries that have not yet approved the PRS,
ACCUBEAM and INTRABEAM systems for commercial use.
In addition, the length of time we will need to wait to obtain approval for
the sale of the PRS, ACCUBEAM and INTRABEAM systems in a foreign country may be
longer, and the requirements may be more burdensome or expensive, than that
required for FDA approval. We will also need to obtain export licenses from the
U.S. government in order to export our products to certain countries. In
addition, foreign countries may not grant us any import licenses.
Furthermore, we may not receive any necessary regulatory approvals if we
develop any additional products in the future, the length of time for such
approvals may be extensive, and the cost of attempting to obtain any such
approvals may be prohibitive. In addition, our inability to obtain or maintain
requisite governmental approvals could delay or preclude us from further
developing and marketing the PRS, ACCUBEAM and INTRABEAM systems and other
products. Consequently, such delays could impair our ability to generate
revenues.
Our products are subject to extensive ongoing government regulation which could
make it more difficult for us to operate our business.
We may need to obtain additional approvals from the FDA if we decide to
change or modify the PRS400, ACCUBEAM and INTRABEAM systems. In that case, the
FDA may not grant any new approvals. In addition, if we fail to comply with FDA
regulatory standards, the FDA could force us to withdraw its products from the
market or impose sanctions or fines, each of which could have a material
adverse effect on our business, financial condition, and results of operations.
In addition, manufacturers of medical devices are subject to strict federal
regulations regarding quality of manufacturing, including periodic FDA
inspections of manufacturing facilities to determine compliance with FDA
regulations. Such regulations impose certain requirements on, among other
things, the design, testing,
6
<PAGE>
production, control, and documentation of products. We may not be able to
attain or maintain compliance with the FDA's current Good Manufacturing
Practice standards, or cGMP, or with European Community standards. In addition,
we may not be able to identify and retain manufacturers on commercially
acceptable terms, if at all, and any manufacturers we do retain might not be
able to meet all relevant regulatory requirements. Any problems with our
ability to meet regulatory standards could prevent us from marketing the PRS,
ACCUBEAM and INTRABEAM systems.
Our industry is subject to rapid, unpredictable, and significant technological
change and is competitive.
The medical device industry is subject to rapid, unpredictable, and
significant technological change. Our business is subject to competition in the
U.S. and abroad from a variety of sources, including universities, research
institutions, and medical device, chemical, and biotechnology companies. Many
of these potential competitors have substantially greater technical, financial,
and regulatory resources than we do and are accordingly better equipped to
develop, manufacture, and market their products. If these companies develop and
introduce products and processes competitive with or superior to our products,
we may not be able to compete successfully against them.
We depend on non-company distribution channels to sell our products.
As we make the transition from a company with products in development but
limited product sales to a manufacturing and marketing company, we will rely
substantially upon Carl Zeiss, our strategic partner, to sell and distribute
our products. Carl Zeiss may be unsuccessful in selling our products or unable
to distribute our products in a satisfactory manner.
We may be unable to protect our intellectual property.
Our ability to compete effectively in the marketplace will depend, in part,
on our ability to protect our intellectual property rights. We rely on patents,
trade secrets, and know-how to establish and maintain a competitive position in
the marketplace. The enforceability of medical device patents, however, can be
uncertain. Any limitation or reduction in our rights to obtain or enforce our
patents could have a material adverse effect on our ability to maintain or
protect our intellectual property rights.
We hold thirteen U.S. patents and have ten U.S. patent applications pending
relating to the PRS system and associated technologies. In addition, we have
filed foreign patent applications in selected foreign countries, which
correspond, to certain of our U.S. patents and patent applications. Those
applications may not result in issued patents. If patents are issued, any
questions relating to the validity and scope of the patents may not be resolved
in our favor. In addition, our current or future patents, trade secrets, or
know-how may not protect us against competitors with similar technologies or
processes. Also, others may infringe any patents issued to us and other
companies may develop independently proprietary technologies or processes which
are the same as or substantially equivalent to our proprietary technologies and
processes.
We may also become subject to patent infringement claims or litigation
initiated by third parties. The defense and prosecution of such claims or suits
are very costly and time-consuming, and any such proceeding would result in
substantial expense and a significant diversion of effort by our technical and
management personnel. Further, any adverse determination in such litigation or
proceeding could subject us to significant liability and could prevent us from
manufacturing or marketing its products.
Peter M. Nomikos has the ability to significantly influence all stockholder
votes and his interests may conflict with yours.
As of August 9, 2000, Peter M. Nomikos, our Chairman of the Board,
beneficially owned approximately 49.9% of the issued and outstanding shares of
common stock, and our principal stockholders (including Mr. Nomikos)
beneficially owned in the aggregate approximately 58.2% of the issued and
outstanding shares of common stock. Two of our directors, George Hatsopoulos
and Roger Wellington, are or were formerly
7
<PAGE>
affiliated with one of our principal stockholders, Thermo Electron Corporation.
Due to his ownership of common stock coupled with the fact that he is our
Chairman of the Board, Mr. Nomikos, either alone or with the other principal
stockholders, has the ability to significantly influence all matters requiring
approval by our stockholders, including the election of all directors,
acquisitions, sales of all or substantially all of our stock or assets, and
other extraordinary transactions.
We depend on key personnel, the loss of which could cause our business to
suffer.
We depend on the continued services and performance of our scientific
personnel and senior management. If we lose any key personnel, it could
significantly and adversely impact our research and development efforts or our
strategic objectives. In addition, competition among medical device companies
for skilled scientific and management personnel is increasingly intense. In
order to achieve and maintain the commercialization of the PRS, ACCUBEAM and
INTRABEAM systems, we will need to attract and retain additional key personnel,
and we cannot be sure that we will be able to do so. We have no employment
agreements with any of our employees, nor have we purchased "key person" life
insurance.
We may experience shortages of components for the PRS, ACCUBEAM and INTRABEAM
systems.
We manufacture our products based on anticipated product orders. The
different lead times for the supply and delivery of materials and components
can vary significantly, as can the relative availability and cost of those
materials and components. As a result, we have built up and maintain an
inventory of certain components for the PRS, ACCUBEAM and INTRABEAM systems. We
also try to identify, where feasible, multiple suppliers of materials and
components.
While we sometimes negotiate supply contracts with certain key suppliers, we
currently purchase our supplies through open purchase orders. Our vendors may
not continue to provide supplies on acceptable terms, if at all. In addition,
if our forecasted product orders prove to be different than actual product
orders, we may have excess or inadequate inventory.
In addition, we may not be able to find alternative suppliers for the PRS,
ACCUBEAM and INTRABEAM systems components on a timely basis, if at all, in the
event that we need such alternative suppliers. Any significant delay or
interruption in our ability to acquire product components and materials could
have an adverse effect on the manufacture of our products.
We may be exposed to product liability claims.
We will be exposed to the risk of medical product liability claims if any of
our products causes or is alleged to have caused harm or injury. We might not
have sufficient resources to satisfy any liability resulting from such claims.
The level or scope of our liability insurance with respect to the clinical
testing or use of the PRS, ACCUBEAM and INTRABEAM systems may not be sufficient
to cover potential claims. In addition, medical product liability insurance may
not continue to be available at an acceptable cost, if at all. As a result, a
medical product liability claim could cause us significant financial harm.
Provisions of Massachusetts law and our Articles of Organization and By-Laws
may make a takeover more difficult.
Certain provisions of our Articles of Organization and By-Laws are intended
to enhance the likelihood of continuity and stability in the composition of our
Board of Directors and in the policies formulated by the Board and to delay or
prevent a change in control if the Board determines that such a change in
control is not in our best interest. These provisions could have the effect of
discouraging certain attempts to acquire us or to remove incumbent management
even if some or even a majority of our stockholders deem such an attempt to be
in our best interest. As a result, the anti-takeover provisions could limit the
price that investors might be willing to pay in the future for shares of Common
Stock, thereby depriving stockholders of certain opportunities to sell their
stock at temporarily higher prices. In addition, we are subject to the
provisions of
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Chapter 110F of the Massachusetts General Laws, the Business Combination
Statute. This statute prohibits us from engaging in a merger, stock or asset
sale, and other transactions with an "interested stockholder" that would result
in a financial benefit to the interested stockholder for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in a manner
set forth in the statute. The application of this statute could have the effect
of delaying or preventing a change in control.
In addition, the Board of Directors is authorized, subject to certain
limitations, to cause us to issue one or more series of Preferred Stock and, to
the extent permitted by Massachusetts law, to grant different classes of stock
certain rights and preferences. In the event the Board issues any Preferred
Stock, it could be utilized, under certain circumstances, as a method of
discouraging, delaying, or preventing a change in control. We have no current
plans to issue any shares of Preferred Stock, but the Board of Directors may
elect do so in the future.
Our stock price is volatile.
The trading price of our common stock fluctuates significantly. Our stock
price may fluctuate as a result of various factors such as variations in our
financial performance, announcements of technological innovations by
competitors or providers of alternative products, and changes in the economy,
the financial markets, or the health care industry. In addition, the stock
market has experienced price and volume fluctuations that have particularly
affected medical device companies and have often been unrelated to such
companies' operating performance. Such broad market fluctuations may adversely
affect the market price of our common stock.
We do not pay dividends.
We have never paid any dividends on our capital stock and do not anticipate
paying any cash dividends to holders of our capital stock in the foreseeable
future.
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USE OF PROCEEDS
The selling stockholders will receive all of the proceeds from the sale of
the shares of common stock offered pursuant to this prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of our common stock, as of July 15, 2000, of each of the selling
stockholders. The information provided in the table below with respect to each
selling stockholder has been obtained from the selling stockholder. Except as
disclosed below, none of the selling stockholders has, or within the past three
years has had, any position, office or material relationship with us. The
selling stockholders may sell all or some portion of the shares of common stock
owned by them. The following table assumes that all of the shares of common
stock being registered will be sold by the selling stockholders.
The table includes the number of shares and percentage ownership represented
by those shares determined to be beneficially owned by a person in accordance
with the rules of the Securities and Exchange Commission. The number of shares
beneficially owned by a person includes shares of common stock that are subject
to convertible securities held by that person that are currently exercisable or
exercisable within 60 days of July 15, 2000. Such shares are deemed outstanding
for the purpose of computing the percentage of outstanding shares owned by such
person. Such shares are not deemed outstanding, however, for the purposes of
computing the percentage ownership of any other person.
<TABLE>
<CAPTION>
Common Shares
Beneficially Common Shares
Owned Prior to be Percentage Owned
to the Registered After the
Name of Selling Stockholder Offering Hereunder Offering
--------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
Anne T. Barrett................. 7,038 5,038 *
Leonard Braun................... 7,558 7,558 *
Nathan Braun.................... 6,298 6,298 *
Norman Braun.................... 6,298 6,298 *
Warren Bulman................... 6,262 6,262 *
Joseph and Eileen Candella...... 5,000 5,000 *
Marc A. Cohen................... 3,779 3,779 *
Kurt A. Dasse................... 6,298 6,298 *
Thomas F. & Evelyn S. DeLuca-
Widmer......................... 22,538(1) 5,038 *
Dennis Desmond.................. 6,298 6,298 *
Jack Dushey..................... 18,750 18,750 *
Paulette Feder.................. 6,298 6,298 *
Floyd Forbes.................... 2,500 2,500 *
Matthew Frank................... 5,038 5,038 *
Joseph Giamanco................. 50,384 50,384 *
George N. & Daphne Hatsopoulos.. 53,192(2) 25,192 *
David Krathen & Fran Krathen.... 6,262 6,262 *
Celia Kupferberg................ 12,596 12,596 *
Jonathan Mark................... 6,250 6,250 *
Aris Melissaratos............... 29,192 25,192 *
Maurice Nassiri................. 5,029 5,029 *
Peter M. Nomikos................ 4,972,765(3) 198,046 45.6%
Debra Rabinowitz................ 6,298 6,298 *
Harry W. & Sandra J. Scalzo..... 6,298 6,298 *
Hans Schopper................... 62,979 62,979 *
</TABLE>
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<TABLE>
<CAPTION>
Common Shares
Beneficially Common Shares
Owned Prior to be Percentage Owned
to the Registered After the
Name of Selling Stockholder Offering Hereunder Offering
--------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
Trude C. Taylor................... 12,555 12,555 *
J. William Uhrig.................. 12,555 12,555 *
Dr. Richard Aghababian IRA........ 25,192 25,192 *
Ronald S. Dungan Trust............ 6,298 6,298 *
John C. Hatsopoulos 401(K)........ 2,519 2,519 *
John N. Hatsopoulos............... 100,000 100,000 *
John N. Hatsopoulos IRA........... 125,959 125,959 *
Art Jenkins Trust................. 3,131 3,131 *
Colleen Jenkins Trust............. 3,131 3,131 *
Edward S. Raskin Trust............ 12,572 12,572 *
George & Dora Razis Revocable
Trust............................ 25,192 25,192 *
Artemis Zavaliangos 1991 Trust.... 50,384 50,384 *
Armen Partners L.P................ 62,979 62,979 *
630 Fifth Avenue, #2100
New York, NY 10111
Berg & Berg Enterprises, LLC...... 250,479 250,479 *
10050 Bandley Drive
Cupertino, CA 95014
Bru Holding Co., LLC.............. 50,219 50,219 *
1105 North Market St., Ste. 1026
P.O. Box 8985
Wilmington, DE 19899-8985
Darier Hentsch & Cie, Geneva...... 125,719 125,719 *
2-4, rue de Saussure
CH-1211 Geneva 11
Switzerland
Fairview Realty................... 5,000 5,000 *
245 Great Neck Rd.
Great Neck, NY 11021
Finsbury Technology Trust PLC..... 377,877 377,877 *
12 Appold Street
London, England
EC2A 2AW
Harris Aortic Partners............ 62,620 62,620 *
2 North LaSalle St., 400
Chicago, IL 60602
KSH Investment Group, Inc......... 184,000 184,000 *
245 Great Neck Road
Great Neck, NY 11021
KSH Strategic Investment Fund I, 61,384 61,384 *
L.P..............................
245 Great Neck Road
Great Neck, NY 11021
Midi Compania Comercial S.A....... 171,534 50,096 1.5%
c/o Seafaring Co. LTD
Salisbury House, Finsbury Circeas
London EC2M 5RQ
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Common Shares
Beneficially Common Shares
Owned Prior to be Percentage Owned
to the Registered After the
Name of Selling Stockholder Offering Hereunder Offering
--------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
PYC Corporation.................. 4,220,359(4) 582,624 39.9%
c/o Aegeus Shipping Co., Ltd.
17-19 Akti Miaouli
Piraeus 185 35 Greece
Sociedad Internacional de 528,600 150,658 4.8%
Finanzas........................
Pasqualotti Giovanni
Pappelstrasse 40
4123 Allschwil, Switzerland
Union Bancaire Privee Jersey 50,384 50,384 *
U.K.............................
CBI UBP
26 St. James Square
Jersey England 2223
Weiss Peck & Greer as TTEE for 12,572 12,572 *
IRA
of Anthony Low-Beer.............
c/o Brimberg & Co.
45 Rockefeller Center, Suite
2570
New York, NY 10111
Zakros Holdings, Inc............. 27,788 25,048 *
c/o Seafaring Co. LTD
Salisbury House, Finsbury
Circeas
London EC2M 5RQ
</TABLE>
--------
* Less than 1%
(1) Includes 17,500 shares subject to exercisable options granted to Mr.
Widmer.
(2) Includes 15,500 shares subject to exercisable options granted to Mr.
Hatsopoulos. Mr. Hatsopoulos has served as one of our directors since 1989.
(3) Includes 82,500 shares subject to exercisable options granted to Mr.
Nomikos. Also includes 2,377,735 shares, 1,260,000 shares issuable upon
exercise of outstanding warrants and 582,624 shares issuable upon
conversion of convertible debentures owned by PYC Corporation, of which Mr.
Nomikos is the President. Mr. Nomikos has been granted investment power and
the authority to vote such shares by PYC Corporation. Mr. Nomikos has been
our Chairman of the Board of Directors since 1989 and served as our
President and Treasurer from 1989 until March 1999 and as our Chief
Executive Officer from 1989 until May 1999.
(4) Includes 2,377,735 shares and 1,260,000 shares issuable upon exercise of
outstanding warrants owned by PYC Corporation.
12
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may offer and sell their shares of common stock
being registered pursuant to this prospectus in whole or in part, from time to
time in one or more of the following transactions:
. on the American Stock Exchange,
. in privately negotiated transactions, or
. in a combination of these transactions.
The selling stockholders may sell their shares of common stock at any of the
following prices:
. at fixed prices,
. at market prices prevailing at the time of the sale,
. at prices related to market prices, or
. at negotiated prices.
The selling stockholders may sell some or all of their shares of common
stock in any of the following ways:
. to or through brokers, agents, or dealers designated from time to time,
or
. directly to purchasers.
The selling stockholders may negotiate and pay brokers, agents, or dealers
commissions, discounts or concessions for their services. The selling
stockholders and any brokers, agents or dealers that act in connection with the
sale of shares of common stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933. In addition, the
brokers', agents' or dealers' commissions, discounts or concessions may qualify
as underwriters' compensation under the Securities Act.
LEGAL MATTERS
Goulston & Storrs, P.C., Boston, Massachusetts, will deliver an opinion as
to the validity of the shares of common stock being offered hereby.
EXPERTS
Our consolidated financial statements appearing in our Annual Report on Form
10-K for the fiscal year ended January 1, 2000 and our Current Report on Form
8-K filed with the Securities and Exchange Commission on June 20, 2000, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon the authority of such firm as experts in giving said reports.
13
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Information Incorporated by Reference.................................... 3
Where You Can Find More Information...................................... 3
Risk Factors That May Affect Future Results.............................. 5
Use of Proceeds.......................................................... 10
Selling Stockholders..................................................... 10
Plan of Distribution..................................................... 13
Legal Matters............................................................ 13
Experts.................................................................. 13
</TABLE>
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus constitutes an offer to sell or a
solicitation to buy shares only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery or of any sale
of common sock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered.
We will pay all of these expenses.
<TABLE>
<S> <C>
SEC registration fee............................................... $ 4,322
Printing, engraving and mailing expenses........................... $ 2,000*
Legal fees and expenses............................................ $20,000*
Accounting fees and expenses....................................... $ 5,000*
Miscellaneous...................................................... $ 1,500*
TOTAL............................................................ $32,822*
=======
</TABLE>
--------
* = estimated
Item 15. Indemnification of Directors and Officers.
The registrant's Articles of Organization provide that its directors shall
not be liable to the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent that exculpation
from liabilities is not permitted under the Massachusetts Business Corporation
Law as in effect at the time such liability is determined. The By-Laws provide
that the registrant shall indemnify its directors and officers to the full
extent permitted by the laws of The Commonwealth of Massachusetts.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
5.1 Opinion of Goulston & Storrs, P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Goulston & Storrs, P.C. (included in opinion filed as Exhibit 5.1)
24 Power of Attorney (included on signature page)
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
in such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-1
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lexington, Commonwealth of Massachusetts on this
22nd day of August, 2000.
Photoelectron Corporation
/s/ Euan S. Thomson
By: _________________________________
Euan S. Thomson
President and Chief
Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Euan S. Thomson and Timothy W. Baker, and each
of them, his true and lawful proxies, attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments to this registration
statement, together with all exhibits thereto, (ii) act, sign and file such
certificates, instruments, agreements and other documents as may be necessary
or appropriate in connection therewith, and (iii) take any and all actions
which may be necessary or appropriate in connection therewith, granting unto
such agents, proxies and attorneys-in-fact, and each of them and his and their
substitute or substitutes, full power and authority to do and perform each and
every act and thing necessary or appropriate to be done in connection
therewith, as fully for all intents and purposes as he might or could do in
person, hereby approving, ratifying and confirming all that such agents,
proxies and attorneys-in-fact, any of them or any of his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Euan S. Thomson President and Chief August 22, 2000
______________________________________ Executive Officer
Euan S. Thomson (Principal Executive
Officer)
/s/ Timothy W. Baker Chief Financial Officer August 22, 2000
______________________________________ (Principal Financial
Timothy W. Baker Officer and Principal
Accounting Officer)
/s/ Peter M. Nomikos Chairman of the Board of August 22, 2000
______________________________________ Directors
Peter M. Nomikos
/s/ George N. Hatsopoulos Director August 22, 2000
______________________________________
George N. Hatsopoulos
/s/ Roger D. Wellington Director August 22, 2000
______________________________________
Roger D. Wellington
</TABLE>
II-3
