AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998 Registration No. 333-18489 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ NEXAR TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 3571 04-3268334 (State or Other (Primary Standard (I.R.S. Employer Jurisdiction of Incorporation Industrial Classification Identification or Organization) Code Number) Number) 257 TURNPIKE ROAD, SOUTHBOROUGH, MASSACHUSETTS 01772 (508) 485-7900 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ALBERT J. AGBAY CHAIRMAN AND CHIEF EXECUTIVE OFFICER NEXAR TECHNOLOGIES, INC. 182 TURNPIKE ROAD WESTBOROUGH, MASSACHUSETTS 01581 (508) 836-8700 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: DAVID A. CIFRINO, P.C. MCDERMOTT, WILL & EMERY 75 STATE STREET BOSTON, MASSACHUSETTS 02109 (617) 345-5000 ================================================================================ EXPLANATORY NOTE This Registration Statement is being amended to remove from registration 3,740,263 shares registered under this Registration Statement which have not been sold under this Registration Statement by Palomar Medical Technologies, Inc. ("Palomar"). Palomar is one of the "Selling Security Holders" of shares registered under this Registration Statement for secondary sale from time to time under the "Selling Security Holders' Prospectus" included within this Registration Statement. 1,060,736 shares previously held by Palomar which were transferred in transactions exempt from registration to Clearwater Fund IV LLC ("Clearwater"), one of the other Selling Security Holders listed in the Selling Security Holders' Prospectus, remain registered under this Registration Statement. A revised form of the Selling Security Holder Prospectus or a supplement thereto deleting Palomar from the listing therein of Selling Security Holders, and reflecting the transfer of shares from Palomar to Clearwater, will be filed pursuant to Rule 424 under the Securities Act when used in connection with any sale of the shares held by Selling Security Holders other than Palomar which remain registered under this Registration Statement. This Post-Effective Amendment No. 1 consists of only the Cover Page, this Explanatory Note and a signature page. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Southborough, Massachusetts on January 26, 1998. NEXAR TECHNOLOGIES, INC. By /s/ Albert J. Agbay ------------------- Albert J. Agbay Chief Executive Officer, President and Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title(s) Date - --------- -------- ----- /s/ Albert J. Agbay Chief Executive Officer January 26, 1998 - ----------------------- (Principal Executive Albert J. Agbay Officer), President and Chairman of the Board of Directors /s/ Gerald Y. Hattori Vice President of Finance January 26, 1998 - ----------------------- and Chief Financial Officer Gerald Y. Hattori (Principal Financial and Accounting Officer) * Director - ----------------------- Steven Georgiev * Director - ----------------------- Joseph E. Levangie * Director - ----------------------- Buster C. Glosson *By: /s/ Albert J. Agbay January 26, 1998 ------------------- Attorney-in-Fact