-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLAG2GKPgLjL7p2tB+3ZKxMA68kt3GKrfAwZ5RVGSXwRQmRIijeX7CnrlbKCB0KY RIYmAb+LBvn2U+WklZ99ww== 0000891554-00-000062.txt : 20000202 0000891554-00-000062.hdr.sgml : 20000202 ACCESSION NUMBER: 0000891554-00-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000110 GROUP MEMBERS: SMITH MARK T GROUP MEMBERS: THE R. TEMPLETON SMITH FOUNDATION GROUP MEMBERS: THE ROCKSIDE FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PALOMAR MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000881695 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043128178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46869 FILM NUMBER: 504506 BUSINESS ADDRESS: STREET 1: 82 CAMBRIDGE STREET STREET 2: SUITE 1 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-993-2300 MAIL ADDRESS: STREET 1: 45 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH MARK T CENTRAL INDEX KEY: 0001102808 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7670 FIRST PLACE CITY: OAKWOOD STATE: OH ZIP: 44146 BUSINESS PHONE: 4403590000 MAIL ADDRESS: STREET 1: 7670 FIRST PLACE CITY: OAKWOOD STATE: OH ZIP: 44146 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D/A ------------------------------------------- OMB APPROVAL ------------------------------------------- OMB Number: Expires: Estimated average burden hours per form................... ------------------------------------------- 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)) 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! 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! 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! 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. 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 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) Exhibit Index Exhibit Number Title Page - -------------- ----- ---- 10.1 Withdrawal Agreement EX-10.1 2 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----