SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 3
TO
SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

POLYMEDICA CORPORATION

(Name of Subject Company (issuer))

POLYMEDICA CORPORATION, AS OFFEROR
(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.01 PAR VALUE PER SHARE
AND THE ASSOCIATED STOCK PURCHASE RIGHTS
(Title of Class of Securities)

731738100
(CUSIP Number of Class of Securities)

DEVIN J. ANDERSON
GENERAL COUNSEL AND SECRETARY
POLYMEDICA CORPORATION
11 STATE STREET
WOBURN, MA 01801
(781) 933-2020

(Name, address and telephone number of persons authorized to receive notices and communications on behalf of filing persons)

COPIES TO:
STEVEN M. PECK, ESQ.
WEIL, GOTSHAL & MANGES LLP
100 FEDERAL STREET, 34TH FLOOR
BOSTON, MA 02110
(617) 772-8300

CALCULATION OF FILING FEE:

Transaction Valuation(1)                    Amount of Filing Fee(2)

$150,000,000                    $17,655

(1)	Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 4,316,546 shares of common stock at the maximum tender offer price of $37.50 per Share.
(2)	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $17,655
Form or Registration No.: Schedule TO Filing Party: PolyMedica Corporation Date Filed: May 26, 2005

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEM 11. ADDITIONAL INFORMATION
	ITEM 12. EXHIBITS
SIGNATURE
EXHIBIT INDEX
Ex-99.(a)(5)(iii) Press Release Dated July 11, 2005

     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by PolyMedica Corporation (the “Company”) on May 26, 2005, as amended and supplemented by Amendment No. 1 and Amendment No. 2 to the Tender Offer Statement filed with the Commission on June 13, 2005 and on June 24, 2005, respectively (the “Schedule TO”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with the Company’s offer to purchase shares of its outstanding common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002, with an aggregate purchase price of up to $150 million, on the terms and subject to the conditions set forth in the Offer to Purchase dated May 26, 2005 and in the related Letter of Transmittal, which are Exhibit (a)(1)(i) and Exhibit (a)(1)(ii) to the Schedule TO, respectively (which, as amended and supplemented from time to time, together constitute the “Offer”). This Amendment No. 3 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.

     The information in the Offer is incorporated in this Amendment No. 3 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEM 11. ADDITIONAL INFORMATION

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

     (b)(iii) On July 11, 2005, the Company issued a press release announcing the preliminary results of the tender offer, which expired 12:00 midnight, Eastern Time, on Friday, July 8, 2005. A copy of this press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

     (a)(5)(iii) Press Release, dated July 11, 2005 (announcing the preliminary results of the tender offer).

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.

	POLYMEDICA CORPORATION
	/s/	Devin J. Anderson
	Name:	Devin J. Anderson
	Title:	General Counsel and Secretary
Date: July 11, 2005

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated May 26, 2005.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Clients.*
(a)(1)(v)	Form of Letter to Brokers, Dealers, Commercial Banks, TrustCompanies and other Nominees.*
(a)(1)(vi)	Letter to Shareholders from the Chief Executive Officer of the Company, dated May 26, 2005.*
(a)(1)(vii)	Form of Notice to Holders of Vested Options to Purchase Shares of the Company’s Common Stock.*
(a)(1)(viii)	Supplement to the Offer to Purchase dated, June 24, 2005.**
(a)(1)(ix)	Form of Amended Letter of Transmittal.**
(a)(1)(x)	Amended Notice of Guaranteed Delivery.**
(a)(1)(xi)	Form of Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 24, 2005.**
(a)(1)(xii)	Form of Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated, June 24, 2005.**
(a)(1)(xiii)	Amended Letter to Shareholders from the Chief Executive Officer of the Company, dated June 24, 2005.**
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Form of summary advertisement dated May 26, 2005.*
(a)(5)(ii)	Press Release, dated June 24, 2005 (announcing the extension of the expiration date of the tender offer, an increase in the purchase price and decrease in the number of shares

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EXHIBIT
NUMBER	DESCRIPTION
	subject to the tender offer).**
(a)(5)(iii)	Press Release, dated July 11, 2005 (announcing the preliminary results of the tender offer).***
(b)(1)	Credit Agreement, dated April 12, 2005, between PolyMedica Corporation and Bank of America, N.A., Wachovia Bank, National Association, Citizens Bank of Massachusetts, Banc of America Securities LLC and Wachovia Capital Markets, LLC, incorporated by reference to the Company’s Current Report on Form 8-K filed April 18, 2005.
(b)(2)	Credit Agreement Supplement and Amendment, dated as of May 24, 2005.*
(d)(1)	PolyMedica Corporation 1990 Stock Option Plan, as amended, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1995.
(d)(2)	PolyMedica Corporation 1992 Directors’ Stock Option Plan, as amended, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended March 31, 1994.
(d)(3)	PolyMedica Corporation 1998 Stock Incentive Compensation Plan, as amended.*
(d)(4)	PolyMedica Corporation 2000 Stock Incentive Plan, as amended, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
(d)(5)	PolyMedica Corporation 1992 Employee Stock Purchase Plan, as amended, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1995.
(d)(6)	PolyMedica Corporation 2001 Employee Stock Purchase Plan, as amended.*
(d)(7)	Rights Agreement, between the Company and Equiserve Trust Company, as Rights Agent, dated as of September 13, 2002, which includes as Exhibit A the Form of Certificate of Vote of the Series B Junior Participating Preferred Stock, as Exhibit B the Form of Rights Certificates and as Exhibit C the Summary of Rights to Purchase Preferred Stock, incorporated herein by reference to the Company’s Current Report on Form 8-K filed September 16, 2002.
(d)(8)	Employment Agreement by and between the Company and Stephen C. Farrell dated September 1, 2000, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
(d)(9)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated April 16, 2001, incorporated herein by reference to the

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EXHIBIT
NUMBER	DESCRIPTION
	Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
(d)(10)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated September 24, 2001, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
(d)(11)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated October 12, 2001, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
(d)(12)	Letter Agreement amendment to Employment Agreement by and between the Company and Mr. Stephen C. Farrell dated May 31, 2002, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002.
(d)(13)	Retention Agreement by and between the Company and Stephen C. Farrell dated March 7, 2002, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
(d)(14)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated July 15, 2002, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
(d)(15)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated February 5, 2003, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002.
(d)(16)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated August 29, 2003, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
(d)(17)	Letter Agreement amendment to Retention Agreement by and between the Company and Stephen C. Farrell dated November 3, 2003, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003.
(d)(18)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated November 3, 2003, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003.
(d)(19)	Employment Agreement by and between the Company and William B. Eck dated March 1, 2004, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.
(d)(20)	Retention Agreement by and between the Company and William B. Eck dated March 1, 2004, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.

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EXHIBIT
NUMBER	DESCRIPTION
(d)(21)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated January 30, 2004, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.
(d)(22)	Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated May 17, 2004, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004.
(d)(23)	Employment Agreement by and between the Company and Patrick T. Ryan dated September 27, 2004, incorporated herein by reference to the Company’s Current Report on Form 8-K filed October 1, 2004.
(d)(24)	Retention Agreement by and between the Company and Patrick T. Ryan dated September 27, 2004, incorporated herein by reference to the Company’s Current Report on Form 8-K filed October 1, 2004.
(d)(25)	Employment Agreement by and between the Company and Keith W. Jones dated February 9, 2005, incorporated herein by reference to the Company’s Current Report on Form 8-K filed February 14, 2005.
(d)(26)	Retention Agreement by and between the Company and Keith W. Jones dated February 9, 2005, incorporated herein by reference to the Company’s Current Report on Form 8-K filed February 14, 2005.
(d)(27)	Restricted Stock Agreement by and between the Company and Patrick T. Ryan dated March 18, 2005.*
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed on Schedule TO on May 26, 2005.
**	Previously filed on Amendment No. 2 to Schedule TO on June 24, 2005.
***	Filed herewith.

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EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

POLYMEDICA ANNOUNCES PRELIMINARY RESULTS OF
“DUTCH AUCTION” TENDER OFFER

     Woburn, Massachusetts - July 11, 2005 — PolyMedica Corporation (NASDAQ/NM: PLMD — News) today announced the preliminary results of its modified “Dutch Auction” tender offer to purchase up to $150 million of its outstanding common stock. The tender offer expired at 12:00 midnight, Eastern Time, on Friday, July 8, 2005.

     Based on a preliminary count by the depositary for the tender offer, approximately 5,059,617 shares of common stock were properly tendered and not withdrawn at prices at or below $37.50 per share. In addition, approximately 1,880,344 shares that were tendered at various price points within the stated range of $34.75 to $37.50 through notice of guaranteed delivery. Based on these preliminary results, the Company expects to purchase 4,000,000 shares of its common stock at a purchase price of $37.50 per share. Because the number of shares tendered at or below the purchase price exceeds the number of shares the Company expects to purchase, the offer will be subject to proration, and the proration factor for the tender offer is 57.6%, assuming the 1,880,344 shares tendered through notice of guaranteed delivery were tendered at the purchase price.

     The number of shares to be purchased, proration factor and purchase price per share are preliminary, and subject to confirmation by the depositary of the proper delivery of all shares tendered and not withdrawn. The actual number of shares purchased, the final purchase price, and the final proration factor, if any, will be announced following completion of the verification process. The Company will then promptly commence payment for the shares of common stock accepted for purchase, and return all other shares tendered and not accepted for purchase.

     Investor questions concerning the tender offer may be directed to the information agent, The Altman Group, Inc. at (800) 443-5182, or the dealer manager, Morgan Stanley & Company, Inc. at (866) 818-4954.

     About PolyMedica
PolyMedica Corporation is a leading provider of healthcare products and services to patients suffering from chronic diseases. With over 700,000 active patients, the Company is the nation’s largest provider of blood glucose testing supplies and related services to people with diabetes. In addition, PolyMedica provides its patients with a full range of prescription medications through Liberty’s mail-order pharmacy. By communicating with patients on a regular basis, providing the convenience of home delivery, and submitting claims for payment directly to Medicare and other insurers on behalf of their patients, Liberty provides a simple and reliable way for patients to obtain their supplies and medications and encourages compliance with their physicians’ orders. More information about PolyMedica can be found on the Company’s website at www.polymedica.com.

     This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of PolyMedica’s common stock. the tender offer was made only pursuant to the Offer to Purchase and the related materials (as amended and supplemented) that PolyMedica distributed to shareholders on May 26, 2005, as supplemented on June 24, 2005. Shareholders should read all these materials carefully because they contain important information. Shareholders can obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to

Purchase, the supplement to the Offer to Purchase and other documents that PolyMedica Corporation filed with the Securities and Exchange Commission (as amended and supplemented) at the Commission’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from The Altman Group, Inc., the information agent for the tender offer, toll free at (800) 443-5182.

Contact:

PolyMedica Corporation
Keith W. Jones, 781-933-2020
Website: www.polymedica.com

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