-----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, UEmLQ62OUsOM98O2ibjZmbkJcR1cXrYhPJbNS4d8Oe19MqEWY9NUbpiThEUqt3C6 v7BMyCVv5FC7KhQMnzB8oQ== 0000919574-02-001785.txt : 20021104 0000919574-02-001785.hdr.sgml : 20021104 20021104154130 ACCESSION NUMBER: 0000919574-02-001785 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WITTER WILLIAM D CENTRAL INDEX KEY: 0001203241 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANDELA CORP /DE/ CENTRAL INDEX KEY: 0000793279 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042477008 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38137 FILM NUMBER: 02808312 BUSINESS ADDRESS: STREET 1: 530 BOSTON POST RD CITY: WAYLAND STATE: MA ZIP: 01778 BUSINESS PHONE: 5083587400 MAIL ADDRESS: STREET 1: 530 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 FORMER COMPANY: FORMER CONFORMED NAME: CANDELA LASER CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 d352332_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.______)(1) Candela Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 136907102 - -------------------------------------------------------------------------------- (CUSIP Number) William D. Witter c/o William D. Witter, Inc. 153 East 53rd Street; 51st Floor New York, New York 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled 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 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 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). CUSIP No. 136907102 --------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William D. Witter 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC, AF, 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 1,288,725 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,288,725 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,725 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 136907102 --------------------- This Schedule 13D is being filed to report that William D. Witter, the sole owner of William D. Witter, Inc., an investment adviser registered with the Securities Exchange Commission, may no longer be eligible to report his deemed beneficial ownership in the Common Stock, $0.01 par value (the "Shares"), of Candela Corporation (the "Issuer") on Schedule 13G. Mr. Witter may no longer be able to rely on the filing exemption provided under Rule 13d-1(b)(1)(ii)(G) promulgated under the Securities Exchange Act of 1934, as amended, and has filed this Schedule 13D (reporting his deemed beneficial ownership in the Shares of the Issuer) as a result. - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is: Common Stock, $0.01 par value, in Candela Corporation (the "Issuer"). The name and address of the principal executive and business office of the Issuer is: Candela Corporation 530 Boston Post Road Wayland, Massachusetts 01778 - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c) This statement is being filed on behalf of the Reporting Person, William D. Witter, the sole owner of William D. Witter, Inc., a Delaware corporation that is registered as an investment adviser with the Securities Exchange Commission (the "Manager"). The Manager serves as an investment adviser to several managed accounts (the "Accounts") and is the majority owner of two Delaware limited liability companies which serve as the general partners of a pair of unregistered investment companies. The business address of the Reporting Person is c/o William D. Witter, Inc., 153 East 53rd Street, 51st Floor, New York, NY 10022. (d-e) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. (f) Mr. Witter is a citizen of the United States of America. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Person may be deemed to beneficially own 1,288,725 Shares. All of the Shares were purchases in open market transactions by the Reporting Person. The funds for the purchase of the Shares held in the Accounts and the Funds have come from the respective working capital of these entities. The funds for the purchase of the Shares deemed to be beneficially owned by Mr. Witter have come from affiliated funds or personal funds, as applicable. No funds were borrowed to purchase any of the Shares, other than with the use of margin account borrowing. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. (a-j) The purpose of this Schedule 13D is to report that William D. Witter, the principal owner of William D. Witter, Inc., an investment adviser registered with the Securities Exchange Commission, may no longer eligible to report his deemed beneficial ownership in the Shares of the Issuer on Schedule 13G. Mr. Witter may no longer be able to rely on the filing exemption provided under Rule 13d-1(b)(1)(ii)(G) promulgated under the Securities Exchange Act of 1934, as amended, and has filed this Schedule 13D (reporting his deemed beneficial ownership in the Shares of the Issuer) as a result. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. William D. Witter As of the date hereof, Mr. Witter may be deemed to be the beneficial owner of 1,288,725 Shares, constituting 20.02% of the Shares of the Issuer, based upon the 6,438,666 Shares outstanding as of the date of this filing, according to the Issuer's Form 10-Q released prior to said date. Mr. Witter has the sole power to vote or direct the vote of 1,288,275 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 1,288,725; and has shared power to dispose or direct the disposition of 0 Shares. Mr. Witter specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by Mr. Witter on behalf of himself and the other accounts over which he may be deemed to have investment discretion are set forth in Schedule A and were all effected in broker transactions. The Reporting Person does not have any present plans or proposals that relate to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D. However, the Reporting Person reserves the right to discuss company business with management, make proposals to management and/or to take other actions to influence management of the Issuer as he deems appropriate. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. 1. A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to March 19, 1996 through January 18, 1996 is filed herewith as Exhibit A. - -------------------------------------------------------------------------------- SIGNATURE WILLIAM D. WITTER* /s/ William D. Witter ------------------------------- William D. Witter 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. * The Reporting Person disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A Schedule of Transactions in Shares that May Be Deemed ----------------------------------------------------- to be Beneficially Owned by William D. Witter* ---------------------------------------------- Date Price Per Share Number of Shares - ---- --------------- ---------------- 1/22/96 7.625 2000 1/26/96 7.750 15000 1/26/96 7.832 10000 1/26/96 7.750 2000 1/26/96 7.812 10000 1/26/96 7.750 7500 1/26/96 7.750 5000 1/26/96 7.750 5000 1/28/96 7.750 2500 1/29/96 7.500 13000 1/29/96 7.557 11000 1/31/96 7.447 5300 1/31/96 7.500 2000 1/31/96 7.447 12000 2/1/96 7.375 3000 2/1/96 7.375 2000 2/1/96 7.375 2000 2/1/96 7.375 1000 2/1/96 7.375 1500 2/1/96 7.375 900 2/1/96 7.375 600 2/1/96 7.375 1000 2/1/96 7.375 300 2/1/96 7.375 500 2/2/96 7.437 1500 2/2/96 7.437 600 2/2/96 7.437 600 2/2/96 7.375 2500 2/5/96 6.750 800 2/5/96 6.750 1000 2/5/96 6.750 200 2/5/96 7.023 13500 2/7/96 7.250 1000 2/7/96 7.125 1000 2/7/96 7.125 7500 2/7/96 7.000 3000 2/9/96 7.125 5000 2/9/96 7.125 4500 2/14/96 7.750 500 2/14/96 7.250 1000 2/14/96 7.250 500 2/14/96 7.250 10000 2/16/96 7.125 2000 2/10/96 7.125 3000 2/20/96 6.875 5000 2/21/96 7.000 1000 2/21/96 7.000 1000 2/21/96 6.875 5000 2/21/96 6.875 5000 2/22/96 6.750 -75 2/23/96 7.250 1000 2/26/96 7.375 500 2/26/96 7.125 600 2/26/96 7.125 600 2/27/96 7.562 3000 2/29/96 7.000 7500 3/1/96 7.000 3400 3/1/96 7.125 2000 3/4/96 7.062 1000 3/5/96 7.000 1000 3/5/96 7.000 1000 3/5/96 6.875 5000 3/7/96 6.875 5000 3/7/96 6.875 4500 3/8/96 6.750 10000 3/12/96 6.375 1000 3/19/96 6.625 1000 03533.0001 #352332 -----END PRIVACY-ENHANCED MESSAGE-----