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Biotech / Medical : Palomar Medical Technologies, Inc. -- Ignore unavailable to you. Want to Upgrade?

To: michael s. who wrote (655)	4/9/1998 8:17:00 AM
From: Ted Molczan	Respond to of 708

Palomar's preliminary proxy statement was issued yesterday, and is available on Free Edgar, at freeedgar.com I believe the following are the highlights: Management Requests Increase in Maximum Authorized Shares Proposal 1 states: "The Board of Directors unanimously proposes the adoption of an amendment to Article 4 of the Company's Restated Certificate of Incorporation which would increase the authorized Common Stock to 120,000,000 shares from 100,000,000 shares." The principal reason for the proposed increase is that outstanding plus reserved shares have grown to nearly 91 million, leaving little room to for the sale of additional convertible stock and debentures. Outstanding Shares Have Doubled As of 20 Mar 98, there were 62.8 million common shares outstanding. On 20 Mar 97, there were 30.9 million outstanding shares. On 7 Jan 98, there were 45.1 million shares. As of 20 Mar 98, an additional 28.2 million shares were reserved for various purposes, including 13.3 million to be issued upon conversion of various existing convertible preferred shares and debentures, worth $16.4 million, for an average conversion price of $1.23. Excluding those issues with conversion prices far above the current trading price, there are 12.7 million shares covering $9.94 million in convertible investments, with a mean conversion price of $0.78. I assume this includes any applicable discounts relative the trading price of the common stock at the time of conversion, typically between 10 and 20 percent. Clearly, outstanding shares are likely to reach 75 million by the end of this year. Travelers' Holdings In message 705, I speculated that the large increase in Travelers' common stock holdings, reported in the amended Schedule 13G filed on 10 Mar 98, may have been due to a re-negotiation of the $10 conversion floor price of its Series F convertible stock holdings, worth $6 million. However, a statement in the preliminary proxy indicates that the $10 floor price remains in effect. Perhaps the pending 10K will shed further light on the increase in Travelers' holdings. Ted Molczan molczan@fox.nstn.ca