SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): February 29, 2008

Palomar Medical Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)


Delaware
(State or other jurisdic-
tion of incorporation)
0-22340
(Commission
File Number)
04-3128178
(IRS Employer
Identification Number)

82 Cambridge Street, Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code (781) 993-2300


(Former Name or Former Address, if Changed Since Last Report)




ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

       On February 29, 2008, Palomar Medical Technologies, Inc. (the “Company”), a Delaware corporation, and The Procter & Gamble Company (NYSE: PG) and its wholly-owned subsidiary, The Gillette Company, entered into a License Agreement. The Company’s press release announcing this agreement is entitled “Palomar and P&G Enter New License Agreement” and is filed as Exhibit 99.1 to this Current Report on Form 8-K.

       The description above is qualified in its entirety by reference to the License Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (c)    Exhibits


Number Title
   
10.1* License Agreement executed on February 29, 2008 and effective as of February 14, 2003, between Palomar Medical Technologies, Inc. and The Procter & Gamble Company and its wholly-owned subsidiary The Gillette Company.
 
99.1 Press Release issued by Palomar Medical Technologies, Inc. on March 3, 2008
 
* Portions of this exhibit have been omitted subject to a pending request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, and in connection with that request an unredacted copy of this exhibit has been filed with the SEC.







SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


PALOMAR MEDICAL TECHNOLOGIES, INC.







By: /s/ Joseph P. Caruso
——————————————
Chief Executive Officer and President   
            

Date: March 3, 2008








EXHIBIT INDEX


Number Title
   
10.1* License Agreement executed on February 29, 2008 and effective as of February 14, 2003, between Palomar Medical Technologies, Inc. and The Procter & Gamble Company and its wholly-owned subsidiary The Gillette Company.
 
99.1 Press Release issued by Palomar Medical Technologies, Inc. on March 3, 2008
 
* Portions of this exhibit have been omitted subject to a pending request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, and in connection with that request an unredacted copy of this exhibit has been filed with the SEC.







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