10-Q 1 d10q.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2002 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________________. COMMISSION FILE NUMBER 0-21667 PHOTOELECTRON CORPORATION (Exact Name of Registrant as Specified in its Charter) MASSACHUSETTS 04-3035323 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9 EXECUTIVE PARK DRIVE 01862 NORTH BILLERICA, MA (Zip code) (Address of Principal Executive Offices) (978) 670-8777 (Registrant's Telephone Number, Including Area Code) _________________ Indicate by check mark whether the registrant: (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] __________________ 10,052,351 shares of Common Stock, $.01 par value, were outstanding as of August 14, 2002 PHOTOELECTRON CORPORATION QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 29, 2002 TABLE OF CONTENTS

2 PHOTOELECTRON CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements. 3 PHOTOELECTRON CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements. 4 PHOTOELECTRON CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

The accompanying notes are an integral part of these financial statements. 5 PHOTOELECTRON CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation The interim unaudited condensed consolidated financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management's opinion, the unaudited information includes all adjustments (consisting of normal recurring entries) necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results of operations for the interim periods shown on this report are not necessarily indicative of the results expected for the full year. The interim financial statements should be read in conjunction with the financial statements and notes for the year ended December 29, 2001 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company has experienced significant operating losses in each year since its inception, due primarily to substantial research and development expenditures. As of June 29, 2002, the Company had an accumulated deficit of approximately $59 million and expects to continue to incur losses until such time as its commercialization efforts yield offsetting revenues. There can be no assurance that the Company's products will ever gain commercial acceptance, or that the Company will ever generate significant revenues or achieve profitability. The Company's ability to achieve profitable operations will be dependent in a large part on whether it can successfully commercialize its products and make the transition to a manufacturing and marketing company. The Company believes that its existing cash and investments together with anticipated revenues will be sufficient for at least the remainder of the year. The Company will have to raise additional capital for fiscal 2003 unless revenues are greater than anticipated. However, there is no assurance that it will be able to find additional financing on acceptable terms, if at all. Significant Accounting Policies The significant accounting policies followed by the Company in preparing its financial statements are set forth in Note 1 to the financial statements included in its Form 10-K for the year ended December 29, 2001. The Company has made no changes to these policies during this quarter. 2. Net Loss Per Share During the first six months of 2002 and 2001, basic and diluted net loss per share were calculated as follows:

The computation of diluted earnings per share for June 29, 2002 and June 30, 2001 excludes the effect of assuming the exercise of certain outstanding stock options and the conversion of convertible securities because the effect would be anti-dilutive, due to the Company's net loss during the period. As of June 29, 2002 and 2001, there were 902,367 and 1,005,707 of such options outstanding, respectively, with exercise prices ranging from $2.125-$9.00 per share with expiration dates ranging from March 18, 2003 to July 31, 2011. As of June 29, 2002, there were securities convertible into 4,896,207 shares of common stock, with conversion prices ranging from $2.45-$4.74 per share with expiration dates ranging from May 1, 2003 to September 1, 2005. 6 3. Senior Convertible Debt On December 17, 2001, the Company raised $5,000,000 in a private placement of a 6% senior convertible debenture (the "6% Debenture") to PYC Corporation, whose advisor, Peter M. Nomikos, is the Company's Chairman of the Board of Directors and Chief Executive Officer. The Company is using the net proceeds of the private placement for general and administrative expenses and for general corporate purposes, including, without limitation, to fund intra-operative radiation therapy for breast cancer clinical trials, for the sales and marketing of PRS400(TM) system cancer treatment products, for the development of an X-SEED(TM) intravascular radiation therapy device, for brachytherapy product development, for the general support of clinical trials, and for further development of industrial applications and distribution alliances. PYC Corporation is entitled to receive interest payments at the rate of 6% per annum on the outstanding principal amount of the 6% Debenture. At the option of the Company, interest may be paid when due by adding the amount payable to the outstanding principal amount of the 6% Debenture. The Company exercised that option, and added an aggregate of $78,605 and $153,399 to the outstanding principal amount of the 6% Debenture, for the three and six months ended June 29, 2002. The principal amount of the 6% Debenture, together with all accrued but unpaid interest, is due and payable on May 1, 2005. The holder of the 6% Debenture has the option, at any time prior to May 1, 2005, to convert the 6% Debenture, in whole or in part, into shares of the Company's common stock at a price of $3.25 per share. If any shares of common stock or securities convertible into shares of common stock are issued at an effective price lower than $3.25 per share (as adjusted and subject to certain exclusions), then the conversion price of the 6% Debenture will be automatically adjusted to that lower price. The Company may redeem any portion of the 6% Debenture at any time, provided that the average closing bid price per share of the Company's common stock as reported on the American Stock Exchange for the twenty (20) consecutive trading days prior to the date of the redemption notice is at least 175% of the conversion price. The redemption price will be 105% of the outstanding principal amount of the 6% Debenture being redeemed, along with accrued but unpaid interest. In addition, so long as 50% of the outstanding principal amount of the 6% Debenture originally issued is outstanding and subject to certain exceptions, the Company may not incur more than $10,000,000 in indebtedness after December 17, 2001. The securities sold in the private placement have not been registered under the Securities Act of 1933 or the securities laws of any state. The offering was made in reliance upon the exemptions from the registration provisions afforded by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. The Company has agreed to use its best efforts to file with the Securities and Exchange Commission by September 30, 2002 a registration statement on Form S-3 with respect to the resale of shares of the Company's common stock issuable upon conversion of the 6% Debenture. 4. Comprehensive Income (Loss) Comprehensive income (loss) approximates the net loss for all periods presented. 5. Commitments and Contingencies On May 22, 2002, the Company entered into a lease agreement with the American Power Conversion Corporation for approximately 23,700 square feet of space at 9 Executive Park Drive in North Billerica, Massachusetts. The premises serve as the principal executive offices of the Company. The term of the lease agreement expires on August 31, 2007, but may be extended by the Company for an additional five-year term. The Company has commitments under this lease agreement to make payments of approximately $108,625 in 2002, $260,700 in each of 2003 through 2006, and $152,075 in 2007. 6. Recent Accounting Pronouncements On December 30, 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) No.144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which addresses financial reporting for the impairment or disposal of long-lived assets. SFAS 144 supersedes SFAS 121 and the accounting and reporting provisions of APB 30 related to the disposal of a segment of a business. The adoption of this statement did not have a significant effect on the Company's financial position or results of operations. 7. Subsequent Event On July 9, 2002, the Company filed an amendment to its Articles of Organization with the Massachusetts Secretary of the Commonwealth, which amendment increased the number of authorized shares of the Company's common stock from 20,000,000 to 25,000,000. 7 PART I: FINANCIAL INFORMATION Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview Certain statements contained in this Quarterly Report on Form 10-Q, including, without limitation, statements containing the words "expects," "anticipates," "believes" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to various risks and uncertainties, including those referred to in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2001, that could cause actual future results and events to differ materially from those currently anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. Photoelectron Corporation ("PeC" or the "Company") is a technology company dedicated to developing, manufacturing and marketing miniature x-ray systems for multiple market applications. Established in 1989, the Company initially focused on research and development for the miniaturization of an x-ray system for cancer treatment. The Company has since expanded its development efforts and is now creating and adapting miniature x-ray systems for a variety of applications in healthcare and non-healthcare related markets. The Company has established an intellectual property portfolio of twenty-three (23) U.S. patents and has thirteen (13) additional U.S. patents pending, all of which relate to the Company's core technology and use. The Company's business strategy is to identify opportunities in which its patented core technology can be used to gain access to new markets by means of strategic alliances with industry leaders. This strategy allows the Company to foster the development of multiple applications of its technology, while remaining focused on its core expertise of developing, manufacturing and marketing miniature x-ray systems. By joining with one or more industry leaders to develop an x-ray system to satisfy the needs of a specific market, the Company gains market and application expertise without having to internalize many of the costs and organizational overhead necessary to support the specific application. Leveraging the market expertise of these strategic relationships allows the Company to rapidly bring the technology to new markets. The Company plans to identify additional market opportunities that can both be linked to the core technology and present the opportunity to access the market through a strategic partner with application expertise and the sales and marketing organization necessary to drive market acceptance. The Company is currently pursuing initiatives in the industrial and medical markets with miniature x-ray systems designed for x-ray fluorescence analysis, intravascular radiation therapy, brachytherapy, radiosurgery, intra-operative radiation therapy, and instrumentation. On May 22, 2002, the Company entered into a lease agreement with the American Power Conversion Corporation for approximately 23,700 square feet of space at 9 Executive Park Drive in North Billerica, Massachusetts. The premises serve as the principal executive offices of the Company. The term of the lease agreement expires on August 31, 2007, but may be extended by the Company for an additional five-year term. This facility is suitable for the manufacture and assembly of the Company's products, research and development and corporate administration. The Company believes that the facility will be adequate to meet its foreseeable requirements through the expiration of the lease. On June 26, 2002, on recommendation of the Audit Committee of the Company's Board of Directors, the Company's Board of Directors dismissed Arthur Andersen LLP as the Company's independent public accountants. The Company has experienced significant operating losses in each year since its inception, due primarily to substantial research and development expenditures. As of June 29, 2002, the Company had an accumulated deficit of approximately $59 million and expects to continue to incur losses until such time as its commercialization efforts yield offsetting revenues. There can be no assurance that the Company's products will ever gain commercial acceptance, or that the Company will ever generate significant revenues or achieve profitability. The Company's ability to achieve profitable operations will be dependent in a large part on whether it can successfully commercialize its products and make the transition to a manufacturing and marketing company. The Company anticipates that its sales and marketing efforts through its existing sales and distribution channels will continue to increase sales of its products in the current year. The Company anticipates that its research and development expenses will increase during 2002 to support continued development. 8 Results of Operations Three Months Ended June 29, 2002 and June 30, 2001 Revenue. The Company had revenues of $449,959 in the second quarter of 2002, as compared with $517,890 in the second quarter of 2001. The 2002 revenue reflects the sale of two INTRABEAM(TM) systems through the Company's distributor, Carl Zeiss AG, to health care centers in Italy, along with continued sales of the LASER-X(TM) industrial x-ray source. The 2001 revenue reflects the sale of two INTRABEAM systems and a PRS400(TM) core system, and sales of the LASER-X industrial x-ray source. Research and development expenses. The Company's research and development expenses increased by $45,366 from $929,356 in the second quarter of 2001 to $974,722 in the second quarter of 2002. The increase primarily represents the continued development of the new miniature x-ray sources for intravascular radiation therapy (X-SEED(TM)) and x-ray fluorescence systems (LASER-X). Selling, general and administrative expenses. Selling, general and administrative expenses decreased by $463,139 from $1,180,158 in the second quarter of 2001 to $717,019 in the second quarter of 2002. The decrease is primarily attributable to a reduction in direct marketing programs and personnel. Interest income. Interest income decreased by $50,551 from $66,192 in the second quarter of 2001 to $15,641 in the second quarter of 2002. The decrease resulted from a decrease in amounts invested by the Company in conjunction with lower market interest rates. Interest expense. Interest expense increased by $66,316 from $263,727 in the second quarter of 2001 to $330,043 in the second quarter of 2002. The change resulted from an increase in amounts borrowed, which is primarily attributable to the sale by the Company of a $5,000,000 6% senior convertible debenture to PYC Corporation in December 2001. Six Months Ended June 29, 2002 and June 30, 2001 Revenue. The Company had revenues of $852,633 in the first six months of 2002, as compared with $602,780 in the first six months of 2001. The 2002 revenue reflects shipments of the Company's LASER-X industrial x-ray source combined with the shipment of three INTRABEAM systems and Dosimetry product sales. The 2001 revenue reflects shipments of the Company's LASER-X industrial x-ray source combined with the shipment of two INTRABEAM systems, a Photon Radiosurgery System ("PRS") upgrade, a PRS400 core system and Dosimetry product sales. Research and development expenses. The Company's research and development expenses increased $166,284 from $1,803,674 in the first six months of 2001 to $1,969,958 in the first six months of 2002. The increase primarily represents the continued development of the new miniature x-ray sources for intravascular radiation therapy (X-SEED) and x-ray fluorescence systems (LASER-X). Selling, general and administrative expenses. The Company's selling, general and administrative expenses decreased by $797,336 from $2,429,856 in the first six months of 2001 to $1,632,520 in the first six months of 2002. The decrease is primarily attributable to a reduction in direct marketing programs and personnel. Interest income. Interest income decreased by $123,683 from $160,679 in the first six months of 2001 to $36,996 in the first six months of 2002. The decrease resulted from a decrease in amounts invested by the Company in conjunction with lower market interest rates. Interest expense. Interest expense increased by $133,361 from $520,192 in the first six months of 2001 to $653,553 in the first six months of 2002. The change resulted from an increase in amounts borrowed, which is primarily attributable to the sale by the Company of a $5,000,000 6% senior convertible debenture to PYC Corporation in December 2001. Liquidity and Capital Resources The Company has expended substantial funds to research and develop the PRS, INTRABEAM, LASER-X, X-SEED and other potential products, conduct clinical trials, pursue regulatory approvals, establish commercial scale manufacturing in its own facilities or in the facilities of others, and market the PRS, INTRABEAM, LASER-X, X-SEED and other products. The Company anticipates it will continue to expend substantial funds in the future on such activities as such funds become available. 9 Since its inception, the Company has financed its operations through the issuance of convertible debt and equity in a series of private placements totaling approximately $36.6 million and its initial public offering with net proceeds of $16,818,854. Consolidated working capital was $3,700,477 at June 29, 2002, compared with $6,605,311 at December 29, 2001. Included in working capital are cash and cash equivalents of $2,394,233 at June 29 2002, compared with $4,007,547 at December 29, 2001. During the first six months of 2002, the Company used $3,115,062 of cash for operating activities as compared to $3,850,982 for the first six months of 2001. The Company used $75,443 of cash in the first six months of 2002 for lab and production equipment. The Company received an aggregate of $0 and $9,221 of cash from the exercise of stock options to purchase common stock for the three and six months ended June 29, 2002, respectively. In June 2000, the Company issued in a private placement $10,458,909 of 10% senior convertible debentures. The Company used the net proceeds of the private placement for general and administrative expenses, refinancing of $2,312,755 of short-term debt bridge financing provided by PYC Corporation and $786,153 due under an 8% Subordinated Convertible Demand Note to Peter M. Nomikos, and for general corporate purposes, including, without limitation, to support the accelerated testing and marketing of the Company's new products. The holders of the 10% senior convertible debentures are entitled to receive interest payments at the rate of 10% per annum on the outstanding principal amount of the debentures. At the option of the Company, interest may be paid when due by adding the amount payable to the outstanding principal of the debentures. The principal amount of the debentures, together with all accrued and unpaid interest, is due and payable on May 1, 2005. The holders of the debentures have the option, at any time prior to May 1, 2005, to convert the debentures, in whole or in part, into shares of the Company's common stock at a price of $4.00 per share. In the three and six months ended June 29, 2002, holders of $118,674 and $276,579 worth of debentures, respectively, exercised their option to convert such amounts of debentures into shares of the Company's common stock. On February 5, 2001, Johnson & Johnson Development Corporation purchased 904,762 shares of the Company's common stock for an aggregate purchase price of $3.8 million. On December 17, 2001, the Company raised $5,000,000 in a private placement of a 6% senior convertible debenture (the "6% Debenture") to PYC Corporation, whose advisor, Peter M. Nomikos, is the Company's Chairman of the Board of Directors and Chief Executive Officer. The Company is using the net proceeds of the private placement for general and administrative expenses and for general corporate purposes, including, without limitation, to fund intra-operative radiation therapy for breast cancer clinical trials, for the sales and marketing of PRS400 system cancer treatment products, for the development of an X-SEED intravascular radiation therapy device, for brachytherapy product development, for the general support of clinical trials, and for further development of industrial applications and distribution alliances. PYC Corporation is entitled to receive interest payments at the rate of 6% per annum on the outstanding principal amount of the 6% Debenture. At the option of the Company, interest may be paid when due by adding the amount payable to the outstanding principal amount of the 6% Debenture. The principal amount of the 6% Debenture, together with all accrued but unpaid interest, is due and payable on May 1, 2005. The holder of the 6% Debenture has the option, at any time prior to May 1, 2005, to convert the 6% Debenture, in whole or in part, into shares of the Company's common stock at a price of $3.25 per share. If any shares of common stock or securities convertible into shares of common stock are issued at an effective price lower than $3.25 per share (as adjusted and subject to certain exclusions), then the conversion price of the 6% Debenture will be automatically adjusted to that lower price. The Company may redeem any portion of the 6% Debenture at any time, provided that the average closing bid price per share of the Company's common stock as reported on the American Stock Exchange for the twenty (20) consecutive trading days prior to the date of the redemption notice is at least 175% of the conversion price. The redemption price will be 105% of the outstanding principal amount of the 6% Debenture being redeemed, along with accrued but unpaid interest. In addition, so long as 50% of the outstanding principal amount of the 6% Debenture originally issued is outstanding and subject to certain exceptions, the Company may not incur more than $10,000,000 in indebtedness after December 17, 2001. Prior to entering into the transaction with PYC Corporation, the Company attempted over a period of several months to raise funds from other sources. After considering other financing alternatives, including a proposal from another stockholder of the Company, the Board of Directors determined that the terms and conditions of the financing proposal from PYC Corporation were more favorable to the Company than the terms and conditions available from the other stockholder or from non-related parties. 10 The securities sold in the private placement have not been registered under the Securities Act of 1933 or the securities laws of any state. The offering was made in reliance upon the exemptions from the registration provisions afforded by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. The Company has agreed to use its best efforts to file with the Securities and Exchange Commission by September 30, 2002 a registration statement on Form S-3 with respect to the resale of shares of the Company's common stock issuable upon conversion of the 6% Debenture. The Company maintains medical product liability insurance policies with respect to its clinical trials which the Company believes contain reasonable deductibles and other ordinary and customary provisions. The Company believes that these policies cover such risks in such amounts as are reasonable and prudent under the circumstances, and the Company does not anticipate that claims under these policies, if any, will have a material adverse impact on the Company's liquidity or capital resources. Prior to commercial sale of its products, the Company obtained product liability insurance covering the commercial use of its products. The Company's future capital requirements will depend on a variety of factors, including the time and costs involved in obtaining new and expanding existing United States Food and Drug Administration and other regulatory approvals, the results of the Company's ongoing clinical trials, the market acceptance of the PRS, INTRABEAM, LASER-X, X-SEED and any other Company products, the expense and results of the Company's continued scientific research and development programs, the time and costs expended in filing, prosecuting and enforcing patent claims, and the development of competing technologies. The Company believes that its existing cash and investments together with anticipated revenues will be sufficient for at least the remainder of the year. The Company's primary source of liquidity in 2002 is the $5,000,000 of proceeds from the 6% Debenture issued in December 2001. The Company will have to raise additional capital for fiscal 2003 unless revenues are greater than anticipated. There is no assurance that it will be able to find additional financing on acceptable terms, if at all. The Company has commitments under an operating lease agreement for office space to make payments of approximately $108,625 in 2002, $260,700 in each of 2003 through 2006, and $152,075 in 2007. Critical Accounting Policies In the Company's Form 10-K for the fiscal year ended December 29, 2001, the Company's most critical accounting policies and estimates upon which its financial status depends were identified as those relating to revenue recognition, warranty reserve and inventory valuation. The Company considered the disclosure requirements of Financial Release ("FR") 60 ("FR-60") regarding critical accounting policies and FR-61 regarding liquidity and capital resources, certain trading activities and related party/certain other disclosures, and concluded that nothing materially changed during the three and six months ended June 29, 2002 that would warrant further disclosure under these releases. Item 3: Quantitative and Qualitative Disclosures about Market Risk. There have been no material changes in the market risk associated with the Company's financial instruments. The Company is exposed to market risk from changes in interest rates, which may adversely affect the Company's financial position, results of operations and cash flows. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its regular operating and financial activities. The Company does not use financial instruments for trading or other speculative purposes and is not a party to any leveraged financial instruments. 11 PART II: OTHER INFORMATION Item 1: Legal Proceedings Not Applicable Item 2: Changes in Securities and Use of Proceeds On July 9, 2002, the Company filed an amendment to its Articles of Organization with the Massachusetts Secretary of the Commonwealth, which amendment increased the number of authorized shares of the Company's common stock from 20,000,000 to 25,000,000. Item 3: Defaults upon Senior Securities Not Applicable Item 4: Submission of Matters to a Vote of Security Holders On June 14, 2002, the Company held its Special Meeting in Lieu of Annual Meeting of Stockholders. At the meeting, the stockholders elected as directors Peter M. Nomikos, Roger D. Wellington, Dr. Leonard Laster and Thomas J. Miller (each with 6,621,030 affirmative votes and 238,524 votes withheld). The stockholders also approved an amendment to the Company's 1996 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan from 1,041,775 to 1,341,775 (with 6,448,306 shares voting for, 401,991 against and 9,257 abstaining). In addition, the stockholders approved an amendment to the Company's Articles of Organization to increase the number of authorized shares of common stock from 20,000,000 to 25,000,000 (with 6,688,348 shares voting for, 163,319 shares voting against and 7,887 abstaining). Item 5: Other Information Subsequent Event On August 12, 2002, the Company engaged Deloitte & Touche LLP to serve as independent public accountants for the fiscal year ending December 28, 2002. The decision to engage Deloitte & Touche LLP was approved by the Company's Audit Committee of the Board of Directors under authority of the Company's Board of Directors. Item 6: Exhibits and Reports on Form 8-K. (A) Exhibits No. Description 3.1 Articles of Organization of the Company, as amended 10.1 Lease, dated May 22, 2002, between the Company and American Power Conversion Corporation 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (B) Reports on Form 8-K None. 12 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. Photoelectron Corporation By: /s/ Timothy W. Baker -------------------- Timothy W. Baker President and Chief Financial Officer Dated: August 19, 2002 13 EXHIBIT INDEX Exhibit Description No. 3.1 Articles of Organization of the Company, as amended 10.1 Lease, dated May 22, 2002, between the Company and American Power Conversion Corporation 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 14

PHOTOELECTRON CORP 10-Q