**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

# ** **

# **FORM 10-K/A**

 

# **Amendment No. 1**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE**

**SECURITIES EXCHANGE ACT OF 1934**

 
| **For the fiscal year ended July 2, 2005** | ** ** | **Commission file number 000-14742** |
|-------------------------------------------------|------------|--------------------------------------|

 

**CANDELA CORPORATION**

(Exact name of registrant as specified in its charter)

 
| **Delaware**                                                    | ** ** | **04-2477008**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                            |       |                                  |
| **530 Boston Post Road, Wayland, Massachusetts**                | ** ** | **01778**                             |
| (Address of principal executive offices)                        |       | (Zip Code)                            |

 

Registrant’s telephone number, including area code  **508-358-7400**

 

Securities registered pursuant to Section 12(b) of the Act: **None**

Securities registered pursuant to section 12(g) of the Act:

 

**Common Stock, $.01 par value per share**

(Title of Class)

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the proceeding 12 months (or for such shorterperiod than the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes   ý  No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule12b-2 of the Exchange Act) Yes  ý No  o

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule12b-2 of the Exchange Act) Yes o  No  ý

 

The aggregate marketvalue of the registrant’s voting and non-voting stock, held by non-affiliatesof the registrant as of September 23, 2005, based upon the closing priceof such stock on the NASDAQ Stock Market on that date, was $9.63. As of September 23,2005, 22,678,523 shares of the registrant’s common stock, $.01 par value, wereissued and outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE:**Not applicable

 

**EXPLANATORYNOTE**

 

We are filing this form 10-K/AAmendment No. 1 to correct administrative errors in the content ofExhibits 31.1 and 31.2 to our Annual Report on Form 10-K for the fiscalyear ended July 2, 2005 as filed on September 30, 2005.

 

 

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**Part IV**

 

**Item15.  Exhibits and Financial Statement Schedules.**

 

(3)  Exhibits filedherewith:

 

31.1                                                                                                               Rule 13a-14(a)/15d-14(a) Certificationof Chief Executive Officer

31.2                                                                                                               Rule 13a-14(a)/15d-14(a) Certificationof Chief Financial Officer

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this Form 10-K/A Amendment No. 1to our Annual Report on Form 10-K to be signed on its behalf by theundersigned, thereunto duly authorized, on October 18, 2005.

 
|   |   |   | CANDELA  CORPORATION |
|--------|--------|--------|----------------------|
|   |   |   |                 |
|   |   |   | By:                  | /s/ Gerard E.  Puorro |   |
|   |   |   |                 | Gerard E.  Puorro, President, |
|   |   |   |                 | Chief Executive  Officer and Director |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.

 
| **Signature**            | ** ** | **Title**                                              | ** ** | **Date**              |
|--------------------------|------------|--------------------------------------------------------|------------|-----------------------|
|                     |       |                                                   |       |                  |
| /s/ Gerard E. Puorro     |       | President, Chief  Executive  Officer, and Director     |       | October 18, 2005 |
| Gerard E. Puorro         |       | (Principal Executive Officer)                          |       |                  |
|                     |       |                                                   |       |                  |
| /s/ F. Paul Broyer       |       | Senior Vice  President of  Finance and Administration, |       | October 18, 2005 |
| F. Paul Broyer           |       | Chief Financial Officer                                |       |                  |
|                     |       |                                                   |       |                  |
| /s/ Kenneth D. Roberts   |       | Chairman of the  Board of  Directors                   |       | October 18, 2005 |
| Kenneth D. Roberts       |       |                                                   |       |                  |
|                     |       |                                                   |       |                  |
| /s/ Nancy Nager          |       | Director                                               |       | October 18, 2005 |
| Nancy Nager              |       |                                                   |       |                  |
|                     |       |                                                   |       |                  |
| /s/ Douglas W. Scott     |       | Director                                               |       | October 18, 2005 |
| Douglas W. Scott         |       |                                                   |       |                  |
|                     |       |                                                   |       |                  |
| /s/ Ben Bailey, III |       | Director                                               |       | October 18, 2005 |
| Ben Bailey, III     |       |                                                   |       |                  |
|                     |       |                                                   |       |                  |
| /s/ George Abe           |       | Director                                               |       | October 18, 2005 |
| George Abe               |       |                                                   |       |                  |
|                     |       |                                                   |       |                  |
| /s/ Eric Bernstein       |       | Director                                               |       | October 18, 2005 |
| Eric Bernstein           |       |                                                   |       |                  |

 

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**EXHIBIT INDEX**

 

31.1                                                   Certificationpursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2                                                   Certificationpursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

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