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<HEAD><TITLE>Form S-8</TITLE></HEAD>

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<P ALIGN=RIGHT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>Registration No.
333-_____ </FONT></P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SECURITIES AND
EXCHANGE COMMISSION</FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Washington, D.C. 20549</FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FORM S-8<BR>REGISTRATION
STATEMENT<BR>UNDER<BR>THE SECURITIES ACT OF 1933</FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PALOMAR MEDICAL
TECHNOLOGIES, INC.</FONT></H1>

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<P ALIGN=CENTER><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF"><FONT SIZE="1"><I>(Exact Name of
Registrant as Specified in its Charter)</I></FONT></FONT><BR><BR></P>

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<TD ALIGN=CENTER WIDTH=50%><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B>Delaware</B><BR><FONT SIZE="1"><I>(State of Incorporation)</I></FONT></FONT></FONT></TD>
<TD ALIGN=CENTER WIDTH=50%><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B>04-3128178</B><BR><FONT SIZE="1"><I>(IRS Employer<BR> Identification No.)</I></FONT></FONT></FONT></TD>
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<TD ALIGN=CENTER WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>82 Cambridge St. Burlington,
<BR>Massachusetts</B><font Size=1><I>
<BR>(Address of Principal Executive Offices)</I></FONT></FONT></TD>
<TD ALIGN=CENTER WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><BR>01803</b><BR><font Size=1><I>(Zip Code)</I></font> </FONT></TD>
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                                                 <B>Palomar Medical Technologies, Inc. 401(k) Plan<BR>
                                              Palomar Medical Technologies, Inc. 1996 Employee Stock Purchase Plan, as amended</B><BR>
                                 <font Size=1><I>(Full Title of the Plans)</I></font></td>
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<td align=center colspan=2><hr noshade  width=20% align=center></td></tr>

<tr valign=top>
               <td ALIGN=CENTER COLSPAN=2 NOWRAP> <FONT SIZE="2">Paul S. Weiner<BR>
Treasurer<BR>
Palomar Medical Technologies, Inc<BR>
82 Cambridge St<BR>
Burlington, Massachusetts 01803</FONT><BR>
<FONT SIZE="1"><I>(Name and Address of Agent for Service)</I></FONT><BR><BR>
<FONT SIZE="2">(781) 993-2300</FONT><BR>
<FONT SIZE="1"><I>(Telephone Number, Including Area Code, of Agent for Service)</I></FONT>
</TD>
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<TH COLSPAN=12>CALCULATION OF REGISTRATION FEE</TH></TR>
<TR VALIGN="BOTTOM">
<TH COLSPAN=12><BR></TH></TR>
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     <td COLSPAN="2" WIDTH=20%></td>
     <td COLSPAN="2" WIDTH=20%></td>
     <td COLSPAN="2" WIDTH=20%></td>
     <td COLSPAN="2" align=center WIDTH=20%>Proposed</td>
     <td COLSPAN="2" WIDTH=20%></td></TR>
<TR VALIGN="BOTTOM">
     <td COLSPAN="2" align=center>Title of </td>
     <td COLSPAN="2"></td>
     <td COLSPAN="2" align=center>Proposed</td>
     <td COLSPAN="2" align=center>Maximum</td>
     <td COLSPAN="2"></td></TR>
<TR VALIGN="BOTTOM">
     <td COLSPAN="2" align=center>Securities</td>
     <td COLSPAN="2" align=center>Amount</td>
     <td COLSPAN="2" align=center>Maximum</td>
     <td COLSPAN="2" align=center>Aggregate</td>
     <td COLSPAN="2" align=center> Amount of</td></TR>
<TR VALIGN="BOTTOM">
     <td COLSPAN="2" align=center>to be</td>
     <td COLSPAN="2" align=center>to be</td>
     <td COLSPAN="2" align=center>Offering Price</td>
     <td COLSPAN="2" align=center>Offering</td>
     <td COLSPAN="2" align=center>Registration</td></TR>
<TR VALIGN="BOTTOM">
     <td COLSPAN="2" align=center>Registered</td>
     <td COLSPAN="2" align=center>  Registered</td>
     <td COLSPAN="2" align=center>Per Share </td>
     <td COLSPAN="2" align=center> Price</td>
     <td COLSPAN="2" align=center>Fee</td></TR>
<TR VALIGN="BOTTOM">
<TD colspan="21" align="left"><HR size="1"></td></tr>
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     <TD></TD></TR>
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     <TD COLSPAN=2 ALIGN=CENTER>Common Stock</TD>
     <TD COLSPAN=2 ALIGN=CENTER>700,000(1)</TD>
     <TD COLSPAN=2 ALIGN=CENTER>$1.65625</TD>
     <TD COLSPAN=2 ALIGN=CENTER>$1,159,375</TD>
     <TD COLSPAN=2 ALIGN=CENTER>$351</TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN=2 ALIGN=CENTER>($.01 par value)</TD>
     <TD COLSPAN=2 ALIGN=CENTER>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares</TD>
     <TD></TD>
     <TD></TD>
     <TD></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN=2 ALIGN=CENTER>Common Stock</TD>
     <TD COLSPAN=2 ALIGN=CENTER>360,000(2)</TD>
     <TD COLSPAN=2 ALIGN=CENTER>$1.65625</TD>
     <TD COLSPAN=2 ALIGN=CENTER>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$596,250</TD>
     <TD COLSPAN=2 ALIGN=CENTER>$181</TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN=2 ALIGN=CENTER>($.01 par value)</TD>
     <TD COLSPAN=2 ALIGN=CENTER>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares</TD>
     <TD><BR></TD>
     <TD></TD>
     <TD></TD></TR>
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<TD colspan="21" align="left"><HR size="1"></td></tr>

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<td ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) For
additional shares issuable pursuant to the Palomar Medical Technologies Inc. 401(k) Plan,
estimated pursuant to Rule 457 (c) and (h) under the Securities Act of 1933 (the &#147;Act&#148;),
as amended, based on the average of the high and low prices of the Common Stock as
reported on the NASDAQ Stock Market on February 20, 2001.  </td></tr>


<tr><td ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) For
additional shares issuable pursuant to the Palomar Medical Technologies Inc. 1996
Employee Stock Purchase Plan, as amended, estimated pursuant to Rule 457 (c) and (h)
under the Securities Act of 1933 (the &#147;Act&#148;), as amended, based on the average
of the high and low prices of the Common Stock as reported on the NASDAQ Stock Market on
February 20, 2001.<br><br><br><br><br></td></tr>

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<td ALIGN="CENTER"><font size=4>PART II</font></td>
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<td ALIGN="CENTER"><font size=4>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></td></tr>
<tr><td><br></td></tr>
<tr><td><br></td></tr>
<tr>
<td><B>Item 3.&nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference.</B>
<BR>
<BR>
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<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following
documents filed with the Securities and Exchange Commission are incorporated in this
registration statement by reference:<br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The
description of Palomar Medical Technologies, Inc.&#146;s common stock contained in the
registration statement on Form 8-A filed with the Commission on June 6, 1992, as amended
by Form 8 on December 17, 1992, under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such description;<br><br></td>
</tr>
<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Palomar
Medical Technologies, Inc.&#146;s Annual Report on Form 10-K for the fiscal year ended on
December 31, 2000, as filed with the Commission on March 26, 2001.  <br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents
subsequently filed by Palomar Medical Technologies, Inc. pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part hereof from
the date of filing of such documents. <br><br> </td></tr>

<tr>
<td><B>Item 4.&nbsp;&nbsp;&nbsp; Description of Securities.</B><br><br></td>
</tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable. <br><br></td></tr>

<tr>
<td><B>Item 5.&nbsp;&nbsp;&nbsp; Interests of Named Experts and Counsel.</B><br><br></td></tr>
<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The audited
financial statements incorporated by reference in this registration statement and
elsewhere in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect thereto, and
are included herein upon the authority of said Firm as experts in accounting and
auditing.<BR>
<BR>
</td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity
of the securities registered hereby is being passed upon for Palomar Medical
Technologies, Inc. by Neil Sullivan, General Counsel to Palomar Medical Technologies,
Inc.<BR>
<BR>
</td></tr>


<tr>
<td><B>Item 6. &nbsp;&nbsp;&nbsp;Indemnification of Directors and Officers.</B><br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware
General Corporation Law, Section 102(b)(7), enables a corporation in its original
certificate of incorporation or an amendment thereto validly approved by stockholders to
eliminate or limit personal liability of members of its Board of Directors for violations
of a director&#146;s fiduciary duty of care. However, the elimination or limitation shall
not apply where there has been a breach of the duty of loyalty, failure to act in good
faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend
or approving a stock repurchase which was deemed illegal or obtaining an improper
personal benefit. Palomar&#146;s Certificate of Incorporation includes the following
language:  <br><br></td></tr></TABLE>


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          <TD WIDTH="3%">&nbsp;</TD>
          <TD><P ALIGN="LEFT">&#147;To
     the maximum extent permitted by Section 102(b)(7) of the General Corporation
     Laws of Delaware, a director of this corporation shall not be personally liable
     to the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of the
     director&#146;s duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) under Section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director derived an
     improper personal benefit.&#148; </P></TD>
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<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145
of the General Corporation Law of the State of Delaware generally provides that a
corporation may indemnify any director, officer, employee or agent against expenses,
judgments, fines and amounts paid in settlement in connection with any action against him
by reason of his being or having been such a director, officer, employee or agent, if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful. No indemnification shall be made,
however, if he is adjudged liable for negligence or misconduct in the performance of his
duty to the corporation, unless a court determines that he is nevertheless entitled to
indemnification. If he is successful on the merits or otherwise in defending the action,
the corporation must indemnify him against expenses actually and reasonably incurred by
him. Article IX of Palomar&#146;s Bylaws provides indemnification as follows: <br><br></td></tr>

<tr>
<td><B>Indemnification</B><br><br></td></tr>

<tr>
<td>SECTION 1. <U>Actions, Etc. Other Than by or in the Right of the
Corporation</U>. The Corporation shall, to the full extent legally permissible,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including a grand jury
proceeding, and all appeals (but excluding any such action, suit or proceeding
by or in the right of the Corporation), by reason of the fact that such person
is or was a director, executive officer (as hereinafter defined) or advisory
council member of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct in question was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of <U>nolo</U> <U>contendere </U>or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that such person had reasonable cause to believe
that the conduct in question was unlawful. As used in this Article IX, an
&#147;executive officer&#148; of the Corporation is the president, treasurer, a
vice president given the title of executive vice president, or any officer
designated as such pursuant to vote of the Board of Directors.<br><br></td></tr>
<tr>
<td>
SECTION 2.  <U>Actions. Etc. by or in the Right of the Corporation.</U> The Corporation shall, to the full extent
legally permissible, indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit, including appeals, by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that such person is or was a director or executive officer
of the Corporation as defined in Section 1 of this Article, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys&acute; fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such action or suit if such person acted
in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem
proper.<br><br></td></tr>

<tr>
<td>SECTION 3. <U>Determination of Right of Indemnification</U>. Any
indemnification of a director or officer (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that such indemnification is proper in the circumstances because
the director or executive officer has met the applicable standard of conduct as
set forth in Sections 1 and 2 hereof. Such a determination shall be reasonably
and promptly made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) (if such a quorum is not obtainable, or, even if obtainable if a quorum
of disinterested directors so directs) by independent legal counsel in a written
opinion, or (iii) by the stockholders. <br><br></td></tr>

<tr>
<td>SECTION 4. <U>Indemnification Against Expenses of Successful
Party</U>. Notwithstanding any other provision of this Article, to the extent
that a director or officer of the Corporation has been successful in whole or in
part on the merits or otherwise, including the dismissal of an action without
prejudice, in defense of any action, suit or proceeding or in defense of any
claim, issue or matter therein, such person shall be indemnified against all
expenses incurred in connection therewith.<br><br></td></tr>



<tr>
<td>SECTION 5. <U>Advances of Expenses</U>. Expenses incurred by a
director or officer in any action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of thereof, if such person shall
undertake to repay such amount in the event that it is ultimately determined, as
provided herein, that such person is not entitled to indemnification.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (ii) (if such a quorum
is not obtainable or, even if obtainable, if a quorum of disinterested directors
so directs) by independent legal counsel in a written opinion, that, based upon
the facts known to the Board of Directors or such counsel at the time such
determination is made, such person has not met the relevant standards set forth
for indemnification in Section 1 or 2, as the case may be.<br><br></td></tr>

<tr>
<td>SECTION 6. <U>Right to Indemnification Upon Application:
Procedure Upon Application</U>. Any indemnification or advance under Sections 1,
2, 4 or 5 of this Article shall be made promptly, and in any event within ninety
days, upon the written request of the person seeking to be indemnified, unless a
determination is reasonably and promptly made by the Board of Directors that
such person acted in a manner set forth in such Sections so as to justify the
Corporation&#146;s not indemnifying such person or making such an advance. In
the event no quorum of disinterested directors is obtainable, the Board of
Directors shall promptly appoint independent legal counsel to decide whether the
person acted in the manner set forth in such Sections so as to justify the
Corporation&#146;s not indemnifying such person or making such an advance. The
right to indemnification or advances as granted by this Article shall be
enforceable by such person in any court of competent jurisdiction, if the Board
of Directors or independent legal counsel denies the claim therefor, in whole or
in part, or if no disposition of such claim is made within ninety days.<br><br></td></tr>

<tr>
<td>SECTION 7. <U>Other Right and Remedies: Continuation of
Rights</U>. The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may be entitled under any
Bylaw, agreement, Vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware or otherwise, both as to action in such
person&#146;s official capacity and as to action in another capacity while
holding such office. All rights to indemnification or advancement under this
Article shall be deemed to be in the nature of contractual rights bargained for
and enforceable by each director and executive officer as defined in Section 1
of this Article who serves in such capacity at any time while this Article and
other relevant provisions of the General Corporation Law of the State of
Delaware and other applicable laws, if any, are in effect. All right to
indemnification under this Article or advancement of expenses shall continue as
to a person who has ceased to be a director or executive officer, and shall
inure to the benefit of the heirs, executors and administrators of such a
person. No repeal or modification of this Article shall adversely affect any
such rights or obligations then existing with respect to any state of facts then
or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state of facts. The
Corporation shall also indemnify any person for attorneys&#146; fees, costs, and
expenses in connection with the successful enforcement of such person&#146;s
rights under this Article.<br><br></td></tr>

<tr>
<td>SECTION 8. <U>Other Indemnities</U>. The Board of Directors may,
by general vote or by vote pertaining to a specific officer, employee or agent,
advisory council member or class thereof, authorize indemnification of the
Corporation&#146;s employees and agents, in addition to those executive officers
and to whatever extent it may determine, which may be in the same manner and to
the same extent provided above.<br><br></td></tr>

<tr>
<td>SECTION 9. <U>Insurance</U>. Upon resolution passed by the Board
of Directors, the Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, advisory council member
or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person&#146;s status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article.<br><br></td></tr>

<tr>
<td>SECTION 10. <U>Constituent Corporations</U>. For the purposes of
this Article, reference to &#147;the Corporation&#148; shall include, in
addition to the resulting corporation, any constituent corporations (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors and officers so that any person who is or was a director
or officer of such a constituent corporation or is or was serving at the request
of such constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.<br><br></td></tr>

<tr>
<td>SECTION 11. <U>Savings Clause</U>. If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
executive officer, advisory council member, and those employees and agents of
the Corporation granted indemnification pursuant to Section 3 hereof as to
expenses (including attorneys&#146; fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including a grand jury proceeding,
and all appeals, and any action by the Corporation, to the full extent permitted
by any applicable portion of this Article that shall not have been invalidated
or by any other applicable law.<br><br></td></tr>
<tr>
<td>
SECTION 12.  <U>Other Enterprises. Fines. and Serving at Corporation&acute;s Request.</U>  For purposes of this Article,
references to &#147;other enterprises&#148; shall include employee benefit plans; references to &#147;fines&#148; shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and references to &#147;serving at the
request of the Corporation&#148; shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of
any employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the
Corporation&#148; as referred to in this Article.<br><br></td></tr>




<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition,
Palomar maintains a directors&#146;and officers&#146;insurance policy that covers certain
liabilities of directors and officers of Palomar, including liabilities under the
Securities Act of 1933.<br><br></td></tr>

<tr>
<td><B>Item 7.&nbsp;&nbsp;&nbsp; Exemption from Registration Claimed.</B><br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.<br><br></td></tr>


<tr>
<td><B>Item 8. &nbsp;&nbsp;&nbsp;Exhibits.</B><br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following
documents have been previously filed as Exhibits and are incorporated herein by reference
except those exhibits indicated with an asterisk which are filed herewith:<br><br></td></tr>
</TABLE>




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<tr><th nowrap width=10%>Exhibit No.<HR WIDTH=95% SIZE=1 NOSHADE></th>
<th width=90%>Description<HR WIDTH=95% SIZE=1 NOSHADE></th></tr>
</TABLE>

     <TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">4(a)</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
         Specimen certificate for the Common Stock, incorporated by reference to Exhibit<br>
         No. 4.1 of the Company&#146;s Annual Report on Form 10-K for the fiscal year.&nbsp;&nbsp;  For the fiscal year ending
         December 31, 2000, filed on March 26, 2001.</p></td>
         </TR>
          </TABLE>
          <BR>

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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">4(b)</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
          The Company&#146;s 401(k) Plan, incorporated by reference to Exhibit No. 10.10
          of the Company&#146;s Annual Report on Form 10-K for the fiscal year ending
          December 31, 2000, filed on March 26, 2001. </P></TD>
          </TR>
          </TABLE>
          <BR>
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     <TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">4(c)</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
          The Company&acute;s Employee Stock Purchase Plan, as amended, incorporated by reference to
          Exhibit No.  4.10 of the Company&acute;s Annual Report on Form 10-K for the fiscal year
          ending December 31, 2000, filed on March 26, 2001.</P></TD>
          </TR>
          </TABLE>
          <BR>
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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">5 *</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
           Opinion of General Counsel of Palomar regarding legality of shares registered
           hereunder.</P></TD>
          </TR>
          </TABLE>
          <BR>

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     <TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">23(a)&nbsp;&nbsp;*</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
           Consent of Arthur Andersen LLP, independent public accountants.</P></TD>
          </TR>
          </TABLE>
          <BR>

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     <TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">23(b)&nbsp;&nbsp;*</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
         Consent of General Counsel of Palomar (included in Exhibit 5).</P></TD>
          </TR>
          </TABLE>
          <BR>

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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">23(c)&nbsp;&nbsp;*</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
        Power of Attorney (contained on the signature page).</P></TD>

 </TR>
    </TABLE>





<table width=600>
<tr><td><br></td></tr>
<tr>
<td><B>Item 9. Undertakings.</B><br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan&#146;s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time will be deemed to be the initial <I>bona fide</I>offering thereof. <br><br></td></tr>
<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. The
undersigned registrant hereby undertakes:<br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) To file,
during any period in which offers or sales are being made, a post-effective<BR>
amendment to this registration statement:<br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;<br><br></td></tr>


<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148;table in the effective
registration statement. <br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;<br><br></td></tr>

<tr>
<td><I>provided</I>, <I>however</I>, that paragraphs 2 (a)(1)(i) and
2 (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference herein.<br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) That, for
the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment will 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 <I>bona fide </I>offering thereof.<br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) 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.<br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. 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 Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.<br><br></td></tr>





<tr>
<td><font size=3>SIGNATURES</font><br><br></td></tr>

<tr>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth of
Massachusetts, on March 26, 2001.<br> <BR><BR>
</td></tr></TABLE>





<TABLE CELLPADDING="0" CELLSPACING="0" border=0 width=600>
<TR VALIGN="BOTTOM">
<td width=50%></td>
<td nowrap width=50%>PALOMAR MEDICAL TECHNOLOGIES, INC.</Td></TR>
<TR align=left VALIGN="TOP">
     <TD><br></TD></TR>
<TR align=left VALIGN="TOP">
<TD></TD>
     <TD ALIGN=LEFT NOWRAP> By:<u>/s/ Louis P. Valente&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</u></TD></TR>
<TR align=left VALIGN="TOP">
<TD></TD>
<TD ALIGN=LEFT NOWRAP></TD></TR>
<TR align=left VALIGN="TOP">
<TD></TD>
<TD ALIGN=LEFT NOWRAP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Louis P. Valente</TD></TR>
<TR align=left VALIGN="TOP">
<TD></TD>
<TD ALIGN=LEFT NOWRAP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer and Chairman</TD></TR>

</TABLE>




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<TD>
<HR SIZE=5 NOSHADE><BR>
</TD></TR>



<TR><TD><b><font size=3>POWER OF ATTORNEY</font></b></TD></Tr>
<tr><td><BR><BR></TD></TR>
<tr>
     <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS
that each individual whose signature appears below hereby constitutes and
appoints Paul S. Weiner his true and lawful attorney-in-fact and agent with full
power of substitution, for him and in his name, place and stead, in any and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing which they
may deem necessary or advisable to be done in connection with this Registration
Statement as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute may lawfully do or cause to be done by virtue hereof.
<br><br></td></tr>

<tr>
     <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 dates indicated. <br><br></td></tr></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="BOTTOM">
     <TH>Signature</TH>
     <TH>Title</TH>
     <TH>Date</TH></TR>
<TR><TD><BR></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">/s/  Louis P. Valente</TD>
     <TD ALIGN="LEFT">Chief Executive Officer and Chairman</TD>
     <TD ALIGN="LEFT">March 26, 2001</TD></TR>
<TR><TD><BR></TD></TR>
<TR><TD><BR></TD></TR>
<TR>
     <TD COLSPAN="3"><HR NOSHADE SIZE="1" WIDTH=190 ALIGN=LEFT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">Louis P. Valente</TD></TR>
<TR><TD><BR><BR></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">/s/  Joseph P. Caruso</TD>
     <TD ALIGN="LEFT">President and Chief Operating Officer</TD>
     <TD ALIGN="LEFT">March 26, 2001</TD></TR>
<TR>
     <TD COLSPAN="3"><HR NOSHADE SIZE="1" WIDTH=185 ALIGN=LEFT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">Joseph P. Caruso</TD>
     <TD ALIGN="LEFT">(Principal Financial Officer )</TD></TR>
<TR><TD><BR><BR></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">/s/ Jeanne Cohane</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">March 26, 2001</TD></TR>
<TR>
     <TD COLSPAN="3"><HR NOSHADE SIZE="1" WIDTH=185 ALIGN=LEFT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">Jeanne Cohane</TD></TR>
<TR><TD><BR><BR></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">/s/  Nicholas P. Economou</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">March 26, 2001</TD></TR>
<TR>
     <TD COLSPAN="3"><HR NOSHADE SIZE="1" WIDTH=185 ALIGN=LEFT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">Nicholas P. Economou</TD></TR>
<TR><TD><BR><BR></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">/s/ A. Neil Pappalardo</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">March 26, 2001</TD></TR>
<TR>
     <TD COLSPAN="3"><HR NOSHADE SIZE="1" WIDTH=185 ALIGN=LEFT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">A. Neil Pappalardo</TD></TR>
<TR><TD><BR><BR></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">/s/ James G. Martin</TD>
     <TD ALIGN="LEFT">Director</TD>
     <TD ALIGN="LEFT">March 26, 2001</TD></TR>
<TR>
     <TD COLSPAN="3"><HR NOSHADE SIZE="1" WIDTH=185 ALIGN=LEFT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">James G. Martin</TD></TR>
<TR><TD><BR></TD></TR>
<TR><TD><BR></TD></TR>

</TABLE>





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<BR>



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<H3 ALIGN="CENTER">EXHIBIT INDEX</H3>

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</TD>
</TR>
</TABLE>

<TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
<tr><th nowrap width=10%>Exhibit No.<HR WIDTH=95% SIZE=1 NOSHADE></th>
<th width=90%>Description<HR WIDTH=95% SIZE=1 NOSHADE></th></tr>
</TABLE>

     <TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">4(a)</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
         Specimen certificate for the Common Stock, incorporated by reference to Exhibit<br>
         No. 4.1 of the Company&#146;s Annual Report on Form 10-K for the fiscal year.&nbsp;&nbsp;For the fiscal
         year ending December 31, 2000 filed on March 26, 2001.</p></td>
         </TR>
          </TABLE>
          <BR>

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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">4(b)</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
          The Company&#146;s 401(k) Plan, incorporated by reference to Exhibit No. 10.10
          of the Company&#146;s Annual Report on Form 10-K for the fiscal year ending
          December 31, 2000, filed on March 26, 2001. </P></TD>
          </TR>
          </TABLE>
          <BR>
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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">4(c)</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
          The Company&acute;s Employee Stock Purchase Plan, as amended, incorporated by reference to
          Exhibit No.  4.10 of the Company&acute;s Annual Report on Form 10-K for the fiscal year
          ending December 31, 2000, filed on March 26, 2001.</P></TD>
          </TR>
          </TABLE>
          <BR>
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     <TABLE WIDTH=600 CELLPADDING="0" CELLSPACING="0" border=0>
          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">5 *</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
           Opinion of General Counsel of Palomar regarding legality of shares registered
           hereunder.</P></TD>
          </TR>
          </TABLE>
          <BR>

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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">23(a)&nbsp;&nbsp;*</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
           Consent of Arthur Andersen LLP, independent public accountants.</P></TD>
          </TR>
          </TABLE>
          <BR>

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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">23(b)&nbsp;&nbsp;*</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
         Consent of General Counsel of Palomar (included in Exhibit 5).</P></TD>
          </TR>
          </TABLE>
          <BR>

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          <TR VALIGN="TOP">
               <TD ALIGN="LEFT" WIDTH="10%">23(c)&nbsp;&nbsp;*</TD>
               <TD ALIGN="LEFT" WIDTH="2%">&nbsp;</TD>
               <TD WIDTH="88%"><P ALIGN="LEFT">
        Power of Attorney (contained on the signature page).</P></TD>
          </TR>
 </TABLE>
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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "d25194_s-8.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 45738}]
{"company-data": {"conformed-name": "PALOMAR MEDICAL TECHNOLOGIES INC", "cik": "0000881695", "assigned-sic": "3845", "irs-number": "043128178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57580", "film-number": "1578551"}, "business-address": {"street1": "82 CAMBRIDGE STREET", "street2": "SUITE 1", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "7819932300"}, "mail-address": {"street1": "45 HARTWELL AVENUE", "city": "LEXINGTON", "state": "MA", "zip": "02421"}}
Form S-8
Registration No.
333-_____
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PALOMAR MEDICAL
TECHNOLOGIES, INC.
(Exact Name of
Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
04-3128178
(IRS Employer
Identification No.)
82 Cambridge St. Burlington,
Massachusetts
(Address of Principal Executive Offices)
01803
(Zip Code)
Palomar Medical Technologies, Inc. 401(k) Plan
Palomar Medical Technologies, Inc. 1996 Employee Stock Purchase Plan, as amended
(Full Title of the Plans)
Paul S. Weiner
Treasurer
Palomar Medical Technologies, Inc
82 Cambridge St
Burlington, Massachusetts 01803
(Name and Address of Agent for Service)
(781) 993-2300
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of
Proposed
Maximum
Securities
Amount
Maximum
Aggregate
Amount of
to be
to be
Offering Price
Offering
Registration
Registered
Registered
Per Share
Price
Fee
Common Stock
700,000(1)
$1.65625
$1,159,375
$351
($.01 par value)
shares
Common Stock
360,000(2)
$1.65625
$596,250
$181
($.01 par value)
shares
(1) For
additional shares issuable pursuant to the Palomar Medical Technologies Inc. 401(k) Plan,
estimated pursuant to Rule 457 (c) and (h) under the Securities Act of 1933 (the "Act"),
as amended, based on the average of the high and low prices of the Common Stock as
reported on the NASDAQ Stock Market on February 20, 2001.
(2) For
additional shares issuable pursuant to the Palomar Medical Technologies Inc. 1996
Employee Stock Purchase Plan, as amended, estimated pursuant to Rule 457 (c) and (h)
under the Securities Act of 1933 (the "Act"), as amended, based on the average
of the high and low prices of the Common Stock as reported on the NASDAQ Stock Market on
February 20, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following
documents filed with the Securities and Exchange Commission are incorporated in this
registration statement by reference:
(a) The
description of Palomar Medical Technologies, Inc.'s common stock contained in the
registration statement on Form 8-A filed with the Commission on June 6, 1992, as amended
by Form 8 on December 17, 1992, under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such description;
(b) Palomar
Medical Technologies, Inc.'s Annual Report on Form 10-K for the fiscal year ended on
December 31, 2000, as filed with the Commission on March 26, 2001.
All documents
subsequently filed by Palomar Medical Technologies, Inc. pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part hereof from
the date of filing of such documents.
Item 4.    Description of Securities.
Not
applicable.
Item 5.    Interests of Named Experts and Counsel.
The audited
financial statements incorporated by reference in this registration statement and
elsewhere in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect thereto, and
are included herein upon the authority of said Firm as experts in accounting and
auditing.
The validity
of the securities registered hereby is being passed upon for Palomar Medical
Technologies, Inc. by Neil Sullivan, General Counsel to Palomar Medical Technologies,
Inc.
Item 6.    Indemnification of Directors and Officers.
Delaware
General Corporation Law, Section 102(b)(7), enables a corporation in its original
certificate of incorporation or an amendment thereto validly approved by stockholders to
eliminate or limit personal liability of members of its Board of Directors for violations
of a director's fiduciary duty of care. However, the elimination or limitation shall
not apply where there has been a breach of the duty of loyalty, failure to act in good
faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend
or approving a stock repurchase which was deemed illegal or obtaining an improper
personal benefit. Palomar's Certificate of Incorporation includes the following
language:
"To
     the maximum extent permitted by Section 102(b)(7) of the General Corporation
     Laws of Delaware, a director of this corporation shall not be personally liable
     to the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) under Section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director derived an
     improper personal benefit."
Section 145
of the General Corporation Law of the State of Delaware generally provides that a
corporation may indemnify any director, officer, employee or agent against expenses,
judgments, fines and amounts paid in settlement in connection with any action against him
by reason of his being or having been such a director, officer, employee or agent, if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful. No indemnification shall be made,
however, if he is adjudged liable for negligence or misconduct in the performance of his
duty to the corporation, unless a court determines that he is nevertheless entitled to
indemnification. If he is successful on the merits or otherwise in defending the action,
the corporation must indemnify him against expenses actually and reasonably incurred by
him. Article IX of Palomar's Bylaws provides indemnification as follows:
Indemnification
SECTION 1.
Actions, Etc. Other Than by or in the Right of the
Corporation
. The Corporation shall, to the full extent legally permissible,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including a grand jury
proceeding, and all appeals (but excluding any such action, suit or proceeding
by or in the right of the Corporation), by reason of the fact that such person
is or was a director, executive officer (as hereinafter defined) or advisory
council member of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct in question was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of
nolo
contendere
or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that such person had reasonable cause to believe
that the conduct in question was unlawful. As used in this Article IX, an
"executive officer" of the Corporation is the president, treasurer, a
vice president given the title of executive vice president, or any officer
designated as such pursuant to vote of the Board of Directors.
SECTION 2.
Actions. Etc. by or in the Right of the Corporation.
The Corporation shall, to the full extent
legally permissible, indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit, including appeals, by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that such person is or was a director or executive officer
of the Corporation as defined in Section 1 of this Article, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys´ fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such action or suit if such person acted
in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem
proper.
SECTION 3.
Determination of Right of Indemnification
. Any
indemnification of a director or officer (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that such indemnification is proper in the circumstances because
the director or executive officer has met the applicable standard of conduct as
set forth in Sections 1 and 2 hereof. Such a determination shall be reasonably
and promptly made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) (if such a quorum is not obtainable, or, even if obtainable if a quorum
of disinterested directors so directs) by independent legal counsel in a written
opinion, or (iii) by the stockholders.
SECTION 4.
Indemnification Against Expenses of Successful
Party
. Notwithstanding any other provision of this Article, to the extent
that a director or officer of the Corporation has been successful in whole or in
part on the merits or otherwise, including the dismissal of an action without
prejudice, in defense of any action, suit or proceeding or in defense of any
claim, issue or matter therein, such person shall be indemnified against all
expenses incurred in connection therewith.
SECTION 5.
Advances of Expenses
. Expenses incurred by a
director or officer in any action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of thereof, if such person shall
undertake to repay such amount in the event that it is ultimately determined, as
provided herein, that such person is not entitled to indemnification.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (ii) (if such a quorum
is not obtainable or, even if obtainable, if a quorum of disinterested directors
so directs) by independent legal counsel in a written opinion, that, based upon
the facts known to the Board of Directors or such counsel at the time such
determination is made, such person has not met the relevant standards set forth
for indemnification in Section 1 or 2, as the case may be.
SECTION 6.
Right to Indemnification Upon Application:
Procedure Upon Application
. Any indemnification or advance under Sections 1,
2, 4 or 5 of this Article shall be made promptly, and in any event within ninety
days, upon the written request of the person seeking to be indemnified, unless a
determination is reasonably and promptly made by the Board of Directors that
such person acted in a manner set forth in such Sections so as to justify the
Corporation's not indemnifying such person or making such an advance. In
the event no quorum of disinterested directors is obtainable, the Board of
Directors shall promptly appoint independent legal counsel to decide whether the
person acted in the manner set forth in such Sections so as to justify the
Corporation's not indemnifying such person or making such an advance. The
right to indemnification or advances as granted by this Article shall be
enforceable by such person in any court of competent jurisdiction, if the Board
of Directors or independent legal counsel denies the claim therefor, in whole or
in part, or if no disposition of such claim is made within ninety days.
SECTION 7.
Other Right and Remedies: Continuation of
Rights
. The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may be entitled under any
Bylaw, agreement, Vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware or otherwise, both as to action in such
person's official capacity and as to action in another capacity while
holding such office. All rights to indemnification or advancement under this
Article shall be deemed to be in the nature of contractual rights bargained for
and enforceable by each director and executive officer as defined in Section 1
of this Article who serves in such capacity at any time while this Article and
other relevant provisions of the General Corporation Law of the State of
Delaware and other applicable laws, if any, are in effect. All right to
indemnification under this Article or advancement of expenses shall continue as
to a person who has ceased to be a director or executive officer, and shall
inure to the benefit of the heirs, executors and administrators of such a
person. No repeal or modification of this Article shall adversely affect any
such rights or obligations then existing with respect to any state of facts then
or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state of facts. The
Corporation shall also indemnify any person for attorneys' fees, costs, and
expenses in connection with the successful enforcement of such person's
rights under this Article.
SECTION 8.
Other Indemnities
. The Board of Directors may,
by general vote or by vote pertaining to a specific officer, employee or agent,
advisory council member or class thereof, authorize indemnification of the
Corporation's employees and agents, in addition to those executive officers
and to whatever extent it may determine, which may be in the same manner and to
the same extent provided above.
SECTION 9.
Insurance
. Upon resolution passed by the Board
of Directors, the Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, advisory council member
or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article.
SECTION 10.
Constituent Corporations
. For the purposes of
this Article, reference to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporations (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors and officers so that any person who is or was a director
or officer of such a constituent corporation or is or was serving at the request
of such constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
SECTION 11.
Savings Clause
. If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
executive officer, advisory council member, and those employees and agents of
the Corporation granted indemnification pursuant to Section 3 hereof as to
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including a grand jury proceeding,
and all appeals, and any action by the Corporation, to the full extent permitted
by any applicable portion of this Article that shall not have been invalidated
or by any other applicable law.
SECTION 12.
Other Enterprises. Fines. and Serving at Corporation´s Request.
For purposes of this Article,
references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of
any employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the
Corporation" as referred to in this Article.
In addition,
Palomar maintains a directors'and officers'insurance policy that covers certain
liabilities of directors and officers of Palomar, including liabilities under the
Securities Act of 1933.
Item 7.    Exemption from Registration Claimed.
Not
applicable.
Item 8.    Exhibits.
The following
documents have been previously filed as Exhibits and are incorporated herein by reference
except those exhibits indicated with an asterisk which are filed herewith:
Exhibit No.
Description
4(a)
Specimen certificate for the Common Stock, incorporated by reference to Exhibit
No. 4.1 of the Company's Annual Report on Form 10-K for the fiscal year.    For the fiscal year ending
         December 31, 2000, filed on March 26, 2001.
4(b)
The Company's 401(k) Plan, incorporated by reference to Exhibit No. 10.10
          of the Company's Annual Report on Form 10-K for the fiscal year ending
          December 31, 2000, filed on March 26, 2001.
4(c)
The Company´s Employee Stock Purchase Plan, as amended, incorporated by reference to
          Exhibit No.  4.10 of the Company´s Annual Report on Form 10-K for the fiscal year
          ending December 31, 2000, filed on March 26, 2001.
5 *
Opinion of General Counsel of Palomar regarding legality of shares registered
           hereunder.
23(a)  *
Consent of Arthur Andersen LLP, independent public accountants.
23(b)  *
Consent of General Counsel of Palomar (included in Exhibit 5).
23(c)  *
Power of Attorney (contained on the signature page).
Item 9. Undertakings.
1. The
undersigned registrant hereby undertakes 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 Section 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 will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time will be deemed to be the initial
bona fide
offering thereof.
2. The
undersigned registrant hereby undertakes:
(a) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"table in the effective
registration statement.
(iii) To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
provided
,
however
, that paragraphs 2 (a)(1)(i) and
2 (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference herein.
(b) That, for
the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment will 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.
(c) 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.
3. 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 Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth of
Massachusetts, on March 26, 2001.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By:
/s/ Louis P. Valente
Louis P. Valente
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
that each individual whose signature appears below hereby constitutes and
appoints Paul S. Weiner his true and lawful attorney-in-fact and agent with full
power of substitution, for him and in his name, place and stead, in any and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing which they
may deem necessary or advisable to be done in connection with this Registration
Statement as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute 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 dates indicated.
Signature
Title
Date
/s/  Louis P. Valente
Chief Executive Officer and Chairman
March 26, 2001
Louis P. Valente
/s/  Joseph P. Caruso
President and Chief Operating Officer
March 26, 2001
Joseph P. Caruso
(Principal Financial Officer )
/s/ Jeanne Cohane
Director
March 26, 2001
Jeanne Cohane
/s/  Nicholas P. Economou
Director
March 26, 2001
Nicholas P. Economou
/s/ A. Neil Pappalardo
Director
March 26, 2001
A. Neil Pappalardo
/s/ James G. Martin
Director
March 26, 2001
James G. Martin
EXHIBIT INDEX
Exhibit No.
Description
4(a)
Specimen certificate for the Common Stock, incorporated by reference to Exhibit
No. 4.1 of the Company's Annual Report on Form 10-K for the fiscal year.  For the fiscal
         year ending December 31, 2000 filed on March 26, 2001.
4(b)
The Company's 401(k) Plan, incorporated by reference to Exhibit No. 10.10
          of the Company's Annual Report on Form 10-K for the fiscal year ending
          December 31, 2000, filed on March 26, 2001.
4(c)
The Company´s Employee Stock Purchase Plan, as amended, incorporated by reference to
          Exhibit No.  4.10 of the Company´s Annual Report on Form 10-K for the fiscal year
          ending December 31, 2000, filed on March 26, 2001.
5 *
Opinion of General Counsel of Palomar regarding legality of shares registered
           hereunder.
23(a)  *
Consent of Arthur Andersen LLP, independent public accountants.
23(b)  *
Consent of General Counsel of Palomar (included in Exhibit 5).
23(c)  *
Power of Attorney (contained on the signature page).