Photoelectron Corporation
Ticker:PECX 5 Forbes Road
Exchange:NASDAQ-National Market Lexington, MA 02173
Industry:Manufacturing (SIC Code 3845) (617) 861-2069

Offering Information
Type of Shares:Common Shares Filing Date:10/21/96
U.S. Shares:2,000,000 Offer Date:1/29/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:2,000,000 Offer Price:$8.50
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $24,000,000 Selling:$0.32
Expenses:$855,000 Reallowance:$0.10
Shares Out After:6,483,417

Primary Underwriting Group
ManagerTierPhone
Needham & CompanyLead Manager (212) 705-0344
Dain Bosworth IncorporatedCo-manager (612) 371-2818

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Goulston & Storrs, P.C.
Bank's Law Firm: Testa, Hurwitz & Thibeault

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/30/95 6/29/96 7/1/95 6/29/96
Revenue:$3.23$1.41$1.06Assets:$7.35
Net Income:-$4.12-$2.00-$1.50Curr Assets:
EPS:-$0.44Liabilities:$2.25
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$5.10
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the design, development and commercialization of the treatment of cancerous tumors through the application of x-ray radiation directly to the tumor site. The PRS delivers in a single treatment a high dose of radiation through a thin, minimally invasive, needle-like probe, which emits from its tip precisely controlled low energy x-rays that irradiate the tumor from the inside out. The limited penetration of low energy x-rays in tissue substantially confines the radiation to the tumor site. The company believes that the PRS offers a number of advantages over conventional radiation therapies by allowing higher radiation doses with shorter patient treatment times. Substantial confinement of the radiation to the tumor boundaries significantly reduces the risk of radiation exposure to the surrounding healthy tissue and important organs or critical structures.

Competition
The medical device industry is highly competitive. The company believes that there are numerous universities, research institutions and medical device, chemical and biotechnology companies that are engaged in the development of cancer treatment therapies. Many of these entities have substantially greater technical, financial and regulatory resources than the cmpany and may be better equipped to develop, manufacture, and market their products.

Business Plan
The company's goal is to establish the pRS as the preferred means for the treatment of cancerous tumors by utilizing its therapeutic, operational and economic advantages over competing cancer treatment methods. In order to achieve its objectives, the company intends to pursue the following business strategy: 1) utilize core technology for the treatment of metastic brain tumors and additional applications; 2) build relationships with medical professionals and institutions; 3) obtain regulatory clearance for the PRS in the U.S. and internationally; 4) pursue commercial acceptance of the PRS in the U.S. and internationally; 4) protect intellectual property rights.

Use of Proceeds
The proceeds from the proposed offering will be used to fund research and development and clinical trials and for working capital and other general corporate purposes.

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