Candela (CLZR) 10-K/A 2005 FY Annual report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

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 all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   ý  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference 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 (as defined in Rule12b-2 of the Exchange Act) Yes  o  No  ý

The aggregate market value of the registrant’s voting and non-voting stock, held by non-affiliates of the registrant as of September 23, 2005, based upon the closing price of 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, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Not applicable

EXPLANATORY NOTE

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

Part IV

Item 15.  Exhibits and Financial Statement Schedules.

(3)  Exhibits filed herewith:

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

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

SIGNATURES

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the 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

31.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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