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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

For the fiscal year ended June 27, 2009

Commission file number 000-14742

CANDELA CORPORATION

(Exact name of registrant as specified in its charter)

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

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 par value per share

(Title of Class)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

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 preceding 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 x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  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. x

Indicate by check mark whether the registrant is an large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule12b-2 of the Exchange Act.  (Check one):

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

The aggregate market value of our voting stock held by non-affiliates was approximately $10,784,350 on December 29, 2008 based on the last reported sale price of our common stock on the NASDAQ Stock Market on that day.  As of September 30, 2009, 22,913,036 shares of the registrant’s common stock, $.01 par value per share, were issued and outstanding.

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EXPLANATORY NOTE

This amendment to the registrant’s Annual Report on Form 10-K for the year ended June 27, 2009, originally filed with the Securities and Exchange Commission (“SEC”) on October 1, 2009 (the “Original Filing”), is being filed solely to amend Part III of the Original Filing.

This amendment does not reflect events occurring after the filing of the Original Filing, and is not intended to modify or update the disclosures therein or the exhibits filed therewith in any way, except as set forth herein.

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PART III

Item 10.         Directors and Executive Officers and Corporate Governance.

DIRECTORS

The following table sets forth the names, ages and positions held with Candela Corporation (the “Company”) of the current members of the Board of Directors (the “Board of Directors ”) of the Company.  The Board of Directors has nominated such Directors for reelection as Directors of the Company at the next annual meeting of the Company’s stockholders.  Each Director has indicated his or her willingness to serve if reelected.

Further information with respect to the Board of Directors is set forth below.

Mr. Abe has been a Director of the Company since January 2003.  Mr. Abe has been President and Chief Executive Officer of Cambridge Research and Instrumentation (“CRI”), a provider of diagnostic imaging solutions for life science and medical research, since June 2003.  From February 2002 until June 2003, Mr. Abe was a Vice President of CRI.  From May 1997 to November 2001, Mr. Abe held Vice President positions in Strategy, Development and Marketing with Genuity (formerly GTE), an internet infrastructure service provider.  Prior to that, Mr. Abe held several technical and management positions with BBN Corp, a high technology and services company.

Mr. Bailey has been a Director of the Company since January 2003.  Mr. Bailey has been a Vice President of Massachusetts Capital Resource Company, a source of risk capital for Massachusetts businesses, since May 1985.  From June 1976 until May 1985, Mr. Bailey held a number of positions (most recently as a Vice President) with the High Technology Lending Group at Bank of Boston.  From June 1974 until June 1976, Mr. Bailey was employed at Chemical Bank in New York.  Mr. Bailey served on the National Science Foundation’s Advisory Committee for Smaller Business Industrial Innovation (SBIR) from June 1995 to April 2001.

Ms. Nager has been a Director of the Company since February 1999. Ms. Nager has been the Principal and Chief Executive Officer of SBSC, Inc., formerly known as SBS Consulting, Inc. and Specialized Health Management, Inc., a privately-held behavioral healthcare and medical billing corporation, since 1990. From 1976 until 1990, Ms. Nager held a number of positions in nursing and hospital administration (most recently as Chief Operating Officer) with Charles River Hospital, a private psychiatric facility in Wellesley, Massachusetts. From 1990 until 1993, Ms. Nager also provided corporate level consulting to Community Care Systems, Inc., the parent company of Charles River Hospital.

Mr. Puorro has been a Director of the Company since September 1991.  Mr. Puorro has been President and Chief Executive Officer of the Company since April 1993.  From December 1992 until April 1993, Mr. Puorro was Senior Vice President, Chief Financial Officer and Chief Operating Officer of the Company, and from April 1989 until December 1992, Mr. Puorro was Senior Vice President and Chief Financial Officer of the Company.  Prior to joining the Company, Mr. Puorro was Vice President and Controller at Massachusetts Computer Corporation, a manufacturer of micro-supercomputers.

Mr. Roberts has been a Director of the Company since August 1989 and Chairman of the Board of Directors since November 1991.  Mr. Roberts has been an independent management consultant since January 1989.  From November 1992 until

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June 1995, Mr. Roberts was employed on a part-time basis as Vice President and Chief Financial Officer of Foster Miller, Inc., an engineering services company.  From July 1986 until December 1988, Mr. Roberts was Vice President, Treasurer and Chief Financial Officer of Massachusetts Computer Corporation, a manufacturer of micro-supercomputers.  Prior to that, Mr. Roberts was Senior Vice President and Treasurer of Dynatech Corporation (now named Acterna Corporation), a provider of diversified high technology products and services.

Mr. Scott has been a Director of the Company since September 1991.  Mr. Scott has been a partner at Phildius, Kenyon & Scott, a health care consulting and investment firm, since 1985.  From 1989 until June 2008, Mr. Scott was the President, Chief Operating Officer and a Director of Avitar, Inc., a publicly-held health care company.  From December 1989 until April 1991, Mr. Scott was Chief Executive Officer of Avitar, Inc.

EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions held with the Company of the current executive officers of the Company.

Executive officers are appointed to serve at the discretion of the Board of Directors.  There are no family relationships among any of the executive officers or Directors of the Company.

Mr. Caplan was appointed Chief Operating Officer in November 2007.  Prior to joining the Company, Mr. Caplan was Chief Technology Officer of InfraReDx, Inc., a developer of photonic-based medical devices, from September 2001 to November 2007, and Vice President of Operations at Thermo Cardiosystems, Inc., a supplier of ventricular devices for heart failure, from December 1999 to May 2001.  From 1988 to 2000, Mr. Caplan held a number of positions (most recently as Vice President of Operations) in marketing, finance, and international at the Company.  Mr. Caplan holds a B.S. in Electrical Engineering from the Massachusetts Institute of Technology and an M.B.A., with distinction, from the Wharton School of The University of Pennsylvania.  He is an inventor on both issued and pending patents, and is the author of several peer-reviewed publications in medical journals.

Mr. Herman was appointed Senior Vice President, North American Sales, in April 2004.  From October 2001 until April 2004, Mr. Herman was Vice President, North American Sales, of the Company and from February 1999 until October 2001, Mr. Herman was Eastern Regional Sales Manager of the Company.  Prior to joining the Company, Mr. Herman was Vice President of Sales at Palomar Medical Technologies, Inc., a medical device company, from August 1997 to December 1998 and National Sales Manager of Spectrum Medical Technologies, a medical device company that was acquired by Palomar Medical Technologies, from March 1991 to August 1997.

Dr. Hsia was appointed Chief Technology Officer in January 2004.  From March 2003 until January 2004, Dr. Hsia was a Director of the Company.  Prior to joining the Company, Dr. Hsia was President and Co-Founder of Lasersharp Corporation, a developer of fiber laser products for the telecom and film industries, from July 2000 to January 2003.  From 1985 until July 2000, Dr. Hsia was Senior Vice President of Research and Development of the Company.  Dr. Hsia has twenty-five years of experience in photonics product development and medical devices.  Dr. Hsia holds a B.S. in Physics and an M.S. and a Ph.D. in Nuclear Engineering from the Massachusetts Institute of Technology, specializing in plasma physics and controlled fusion.

Mr. Lucchese was appointed Senior Vice President, General Counsel, and Secretary in July 2007.  From July 2006 until July 2007, Mr. Lucchese was Vice President, General Counsel, and Secretary of the Company.  Prior to joining the Company, Mr. Lucchese was the General Counsel of Aspect Software, Inc., a developer of customer interaction management hardware and software, from December 1998 to November 2005.  Mr. Lucchese holds a M.B.A. from Suffolk University, a J.D. from the University of Dayton School of Law, and a B.A. from Providence College.

Mr. Quinn was appointed Senior Vice President, Finance & Administration, and Chief Financial Officer in June 2009 and had served as our acting Chief Financial Officer since April 2007. From October 2003 until August 2008, Mr. Quinn was Corporate Controller and Treasurer of the Company.  Prior to joining the Company, Mr. Quinn was Corporate Controller of Ezenia! Inc., a provider of real-time collaboration, from December 1999 to June 2003, Vice President of Finance of Vantage Travel, a provider of travel and tourism services, from April 1999 to December 1999, a consultant to Gamma Graphix, a business specializing in color management, from

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September 1998 to April 1999, Director of Finance of Genus, Inc., a semiconductor capital equipment manufacturer, from February 1996 to September 1998, Vice President and Chief Financial Officer of ACSYS, Inc., a provider of professional staffing solutions, from February 1994 to February 1996, and held the positions of Vice President, Corporate Controller and Manager of Accounting and Financial Systems at Atex Publishing Systems, a subsidiary of Kodak providing software to the publishing industry, from November 1986 to February 1994.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC.  Reporting Persons are required by SEC regulations to furnish the Company with copies of all such filings.  Based on its review of the copies of such filings, if any, and written representations from certain Reporting Persons received by it with respect to the fiscal year ended June 27, 2009, the Company believes that all Reporting Persons complied with all Section 16(a) filing requirements in the fiscal year ended June 27, 2009.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct and Ethics that applies to all Directors, officers (including its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller), and employees of the Company.  The Company has posted its Code of Business Conduct and Ethics to the “Investor Relations” section of its website at www.candelalaser.com.

PROCEDURES BY WHICH STOCKHOLDERS MAY RECOMMEND NOMINEES TO THE BOARD OF DIRECTORS

The Company has not changed the procedures by which its stockholders may recommend nominees to the Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(2)(iv) or Item 407(C)(3) of Regulation S-K.

Stockholders may communicate with the Board of Directors by sending proposals, recommendations for nomination and other communications (each a “Submission ”) to:

Candela Corporation

530 Boston Post Road

Wayland, Massachusetts  01778

Attention: Paul R. Lucchese, Secretary

Each Submission should bear a clear notation indicating that it is a “Stockholder – Director Communication.”

The Secretary of the Company will make copies of all such Submissions and circulate them to the Board of Directors or the appropriate committee thereof.  In order to avoid uncertainty as to the date on which a Submission was received by the Company, the Company suggests that proponents send Submissions by Certified Mail — Return Receipt Requested.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

The Company has a standing Audit Committee, of which Mr. Roberts, Mr. Bailey, Mr. Scott and Ms. Nager are members.

The Audit Committee reviews all financial functions of the Company, including matters relating to the appointment, compensation and activity of the Company’s independent registered public accounting firm.  The Audit Committee met seven times during the fiscal year ended June 27, 2009.  The Board of Directors has determined that Mr. Roberts and Mr. Bailey are audit committee financial experts and that all members of the Audit Committee are independent directors (as defined in NASDAQ Stock Market Rule 5605(a)(2)).  The Audit Committee operates under a written charter adopted by the Board of Directors and amended at a meeting of the Audit Committee on January 26, 2004.  The Company has posted the charter to the “Investor Relations” section of its website at www.candelalaser.com.

Item 11.         Executive Compensation.

SUMMARY COMPENSATION TABLE

The following table summarizes cash and non-cash compensation information with respect to services rendered to the Company, in all capacities, during the fiscal year ended June 27, 2009 for (i) the individual who served as the Chief Executive Officer for the fiscal year ended June 27, 2009 and (ii) each of the two other most highly compensated executive officers who was serving in that capacity as of June 27, 2009.

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NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE

Employment Agreements and Arrangements and Potential Payments upon Termination or Change-in-Control

Executive Officers other than the Chief Executive Officer.  On November 26, 2007, the Company entered into Employment, Non-competition and Nondisclosure Agreements (the “Employment Agreements”) and Senior Officer Executive Retention Agreements (the “Retention Agreements”) with each of Jay D. Caplan and Dennis S. Herman.  The Employment Agreements and Retention Agreements were approved by the Compensation Committee on November 15, 2007.

Each Employment Agreement provides that the executive officer:

Each Employment Agreement also generally provides for at-will employment.  If the executive officer is discharged without cause or is involuntarily terminated (as such term is used in the Employment Agreement), then

Additionally, each Employment Agreement contains a covenant by the executive officer to protect the Company’s intellectual property, to refrain from competing against the Company, and to refrain from soliciting employees of the Company.

Each Retention Agreement provides that the executive officer will be entitled to certain benefits in the event that (i) a change in control occurs between November 26, 2007 and December 31, 2009 (the “Term”) and (ii) the executive officer’s employment with the Company terminates under the conditions described below within 24 months following the date of the change in control.  The Term renews automatically on January 1, 2010, and each January 1 thereafter, for one year unless the Company provides written notice to the executive officer that the Term will not be extended at least 60 days prior to the end of the Term.

Under the existing terms of the Retention Agreements, if, within 24 months following a merger (which will include the proposed merger with Syneron), Candela or Candela’s successor in the merger terminates the executive officer’s employment without “cause” (as defined in the Retention Agreements) or the executive officer terminates his employment in connection with an “involuntary termination” (which includes (i) a material diminution in the executive officer’s authority, duties or responsibilities, (ii) a material diminution in the executive officer’s base compensation, (iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom the executive officer is required to report, (iv) a change by more than 50 miles in the geographic location at which the executive officer must perform his duties, or (v) a material breach of the terms of the executive officer’s Retention Agreement), then:

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If the executive officer resigns, is terminated due to death or disability, or is terminated for cause, in each case within 24 months of the change in control, then, pursuant to the Retention Agreement, the executive officer will be entitled to receive accrued obligations owing to him by the Company.

The severance payments and benefits payable under the Retention Agreements exceed the severance payable to each executive officer under his existing Employment Agreement.  Accordingly, should a termination of employment (without cause or an involuntary termination) occur within 24 months of the closing of the proposed merger with Syneron, severance payments will be made under the Retention Agreements, and not the Employment Agreements.

Pursuant to the Retention Agreements, payments and benefits payable to the executive officers will be reduced to the extent necessary to avoid the application of the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, if such reduction would result in the executive officer receiving a higher net after-tax amount.

Chief Executive Officer.  On November 27, 2007, the Company entered into an Amended and Restated Employment Agreement (the “Puorro Employment Agreement”) and an Executive Retention Agreement (the “Puorro Retention Agreement”) with Gerard E. Puorro, the Company’s President and Chief Executive Officer.  The Puorro Employment Agreement and Puorro Retention Agreement were approved by the Compensation Committee on November 15, 2007.

The Puorro Employment Agreement is generally similar to the Employment Agreements with the other executive officers, which are described above.  However, Mr. Puorro may terminate his employment for any reason at any time upon at least 60 days’ prior written notice; if Mr. Puorro terminates his employment at his option, either Mr. Puorro or the Company can elect, prior to the expiration of the sixty (60) day notice period, that Mr. Puorro receive severance payments (which shall cause the non-compete provisions applicable to Mr. Puorro to become activated).

The Puorro Employment Agreement generally provides for at-will employment.  If Mr. Puorro voluntarily resigns or is terminated without cause, then Mr. Puorro will be entitled to severance payments for a period of 24 months.  For the first 12 months of the severance period, Mr. Puorro will receive 100% of his monthly salary in effect at the time of his resignation or termination.  For the second 12 months of the severance period, if a successor Chief Executive Officer was hired prior to Mr. Puorro’s termination date, then Mr. Puorro will receive 100% of his monthly salary in effect at the time of his resignation or termination, otherwise Mr. Puorro will receive 50% of his monthly salary in effect at the time of his resignation or termination.  In addition, for the full severance period, the Company will pay 100% of Mr. Puorro’s premium payments for health and dental insurance continuation coverage.  The Company will also provide outplacement services with a value of up to $25,000 to Mr. Puorro.

The Puorro Retention Agreement provides that Mr. Puorro will be entitled to certain benefits in the event that (i) a change in control occurs between November 26, 2007 and December 31, 2009 (the “Term”) and (ii) Mr. Puorro’s employment with the Company terminates under the conditions described below within 24 months following the date of the change in control.  The Term renews automatically on January 1, 2010, and each January 1 thereafter, for one year unless the Company provides written notice to Mr. Puorro that the Term will not be extended at least 60 days prior to the end of the Term.

Under the existing terms of the Puorro Retention Agreement, if, within 24 months of a change in control (which will include the proposed merger with Syneron), Candela or Candela’s successor terminates Mr. Puorro’s employment without “cause” (as defined in the Puorro Retention Agreement) or Mr. Puorro elects to terminate his employment in connection with an “involuntary termination” (which includes (i) a material diminution in Mr. Puorro’s authority, duties or responsibilities, (ii) a material diminution in Mr. Puorro’s base compensation, (iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom Mr. Puorro is required to report, including a requirement that Mr. Puorro report to a corporate officer or employee instead of Candela’s board of directors, (iv) a change by more than 50 miles in the geographic location at which Mr. Puorro must perform his duties, or (v) a material breach of the terms of the Puorro Retention Agreement), then:

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Pursuant to the Retention Agreement, if Mr. Puorro resigns, is terminated due to death or disability, or is terminated for cause, in each case within 24 months of the change in control, then he (or his estate) will be entitled to receive accrued obligations owing to him by the Company.

The severance payments and benefits payable under the Puorro Retention Agreement exceed the severance payable under the Puorro Employment Agreement.  Accordingly, should a termination of Mr. Puorro’s employment (without cause or an involuntary termination) occur within 24 months of the closing of the proposed merger with Syneron, severance payments will be made under the Puorro Retention Agreement, and not the Puorro Employment Agreement.

Each of the executive officers is subject to nonsolicitation and noncompetition provisions for the period during which he or she receives severance payments.  Upon a change-in-control, options and SARs held by the executive officers and all other employees will fully vest.

The Company’s pending transaction with Syneron Medical Ltd. would be considered a change in control under the Retention Agreements and the Puorro Retention Agreement.

Pursuant to the Puorro Retention Agreement, payments and benefits payable to the executive officers will be reduced to the extent necessary to avoid the application of the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, if such reduction would result in Mr. Puorro receiving a higher net after-tax amount.

The following table sets forth the estimated incremental payments and benefits, beyond existing compensation and benefit entitlements described in this Annual Report on Form 10-K that are not contingent upon a termination or change in control, payable to each Named Executive Officer upon a change in control of the Company or termination of such Named Executive Officer’s employment, in each case assuming that the triggering event occurred on June 27, 2009.

Non-Equity Incentive Plan Awards

In fiscal 2009, all non-equity plan-based awards were granted under an Executive Bonus Plan (the “Executive Bonus Plan”) established by the Compensation Committee of the Company to provide participating executive officers with the opportunity to earn bonus compensation upon the achievement of certain performance objectives.  The Compensation Committee selects participants in the Executive Bonus Plan and establishes their performance objectives and target bonus compensation annually.

In fiscal 2009, each participant’s performance objectives were tied to the achievement of (i) target levels of consolidated pre-tax profits (“Target Profits”) and (ii) individual metrics.  The Compensation Committee established a Target Profits goal that it believed could be achieved only with significant operational success for the Company.  The individual metrics for the participants are primarily related to individual development goals or department specific goals, subject to discretionary adjustments that the Compensation Committee deems appropriate. The Compensation Committee established individual metrics for each participant that it believed could be achieved only with significant effort by the participant.  The Company does not pay any bonuses to participants unless the participant achieves a threshold level of 81% of Target Profits.  In fiscal 2009, the Company did not achieve this threshold and therefore none of its named executive officers earned any bonus compensation.

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Equity Incentive Plan Awards

In fiscal 2009, equity plan-based awards were granted under either the Company’s 1998 Stock Plan or the Company’s 2008 Stock Plan.  In fiscal 2009, the Compensation Committee granted equity awards in the form of Common Stock-settled SARs to executive officers.  The exercise price per share of the Common Stock underlying each SAR is not less than the last reported sale price per share of the Common Stock on the NASDAQ Global Select Market on the date of grant.  Each SAR granted under the Company’s 1998 Stock Plan generally vests over four years in equal installments of 25% of the total number of shares of Common Stock underlying such SAR on each anniversary of the date of grant.  Each SAR granted under the Company’s 2008 Stock Plan generally vests over two years in equal installments of 50% of the total number of shares of Common Stock underlying such SAR on each anniversary of the date of grant  The Compensation Committee has the right to accelerate the date of exercise of any installment of such SAR.  In addition, upon certain acquisitions, such SAR shall become fully vested.  SARs may be exercised from time to time, in whole or in part, up to the total number of shares with respect to which the SAR is then exercisable.  Each SAR generally expires 10 years after the date of grant.  SARs are subject to early termination in certain circumstances.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table summarizes the unexercised options and SARs for each Named Executive Officer outstanding as of June 27, 2009.  Other than as set forth below, no Named Executive Officer had any unvested stock or other equity incentive plan awards as of June 27, 2009.

DIRECTOR COMPENSATION

The Compensation Committee regularly reviews the compensation for Directors who are not employees of the Company (“Non-Employee Directors”).  The following table summarizes cash and non-cash compensation information with respect to the compensation of Non-Employee Directors during the fiscal year ended June 27, 2009.

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During the fiscal year ended June 27, 2009, Non-Employee Directors received (i) an annual retainer of $15,000; (ii) an additional annual retainer of $3,750 for the Chair of the Board of Directors; (iii) an additional annual retainer of $3,750 for the Chair of the Audit Committee (unless such person is also Chair of the Board of Directors); (iv) an additional annual retainer of $1,875 for the Chair of the Compensation Committee; (v) a fee of $1,500 per meeting of the Board of Directors that such Non-Employee Director attends in person; (vi) a fee of $1,000 per meeting of the Board of Directors that such Non-Employee Director attends by telephone; (vii) a fee of $1,000 per committee meeting, that takes place on a day other than a day on which there is a regularly scheduled meeting of the Board of Directors, and that such Non-Employee Director attends in person; and (viii) a fee of $500 per committee meeting, that takes place on a day other than a day on which there is a regularly scheduled meeting of the Board of Directors, and that such Non-Employee Director attends by telephone.  In addition, commencing September 1, 2006 and ending with the final payment made December 30, 2008, Mr. Bailey received a retainer of $3,000 per month relating to his liaising with management on behalf of the Board of Directors relating to certain litigation matters.

Directors who are employees of the Company receive no additional compensation for their service as a Director.

Item 12.                                                  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Candela’s common stock as of September 30, 2009, by:

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Except as otherwise indicated in the footnotes to the table, to Candela’s knowledge, the beneficial owners listed in the table below have sole voting and sole investment power (subject to community property laws where applicable) as to all shares beneficially owned by them.  The address of each of Candela’s directors and executive officers is c/o Candela Corporation, 530 Boston Post Road, Wayland, Massachusetts 01778.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth a summary of the equity compensation plans offered by Candela as of June 27, 2009:

Item 13.                 Certain Relationships and Related Transactions and Director Independence.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 2009, the Company did not engage in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

The Company maintains policies and procedures for the review, approval, or ratification of transactions in which (i) the Company was or is to be a participant and the amount involved exceeds $120,000 and (ii) any related person (as such term is defined in Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest (a “Related Person Transaction ”).

As a general matter, the Company prefers to avoid Related Person Transactions.  Nevertheless, the Company recognizes that there are situations where Related Person Transactions may be in, or may not be inconsistent with, the best interests of the Company and its stockholders, including but not limited to situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the Company provides products or services to related persons on an arm’s length basis on terms comparable to those provided to unrelated third parties.

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Related Person Transactions that are identified as such prior to the consummation thereof or amendment thereto shall be consummated or amended only if the following steps are taken:

·                         Prior to entering into the Related Person Transaction (a) the related person, (b) the director, executive officer, nominee or beneficial owner who is an immediate family member of the related person, or (c) the business unit or function/department leader responsible for the potential Related Person Transaction shall provide notice to the Company’s General Counsel of the facts and circumstances of the proposed Related Person Transaction.

·                         The proposed Related Person Transaction shall be submitted to the Audit Committee for consideration at the next Audit Committee meeting.

·                         The Audit Committee shall consider all of the relevant facts and circumstances available to the Audit Committee, including (if applicable) but not limited to:  (i) the benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediately family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.   No member of the Audit Committee shall participate in any review, consideration or approval of any Related Person Transaction with respect to which such member or any of his or her immediate family members is the related person.  The Audit Committee shall approve only those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in good faith.

In the event the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel becomes aware of a Related Person Transaction that has not been previously approved or previously ratified:

·                         If the transaction is pending or ongoing, it will be promptly submitted to the Audit Committee, and the Audit Committee shall consider all of the relevant facts and circumstances available to the Audit Committee, including (if applicable) but not limited to:  (i) the benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediately family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.  Based on the conclusions reached, the Audit Committee shall evaluate all options, including but not limited to ratification, amendment or termination of the Related Person Transaction.

·                         If the transaction is completed, the Audit Committee shall evaluate the transaction, taking into account the same factors described above, to determine if rescission of the transaction is appropriate.

DIRECTOR INDEPENDENCE

The Board of Directors has determined that a majority of members of the Board of Directors are independent directors (as defined in NASDAQ Stock Market Rule 5605(a)(2)) and that Mr. Roberts, Mr. Abe, Mr. Bailey, Ms. Nager and Mr. Scott are independent directors.

Item 14.                 Principal Accountant Fees and Services.

ACCOUNTING FEES

The Audit Committee has considered whether the Company’s independent registered public accounting firm’s provision of non-audit services to the Company and the fees charged for them, as set forth below, are compatible with the independent registered public accounting firm’s independence and believes such services are compatible with the independent registered public accounting firm’s independence.

Audit Fees.  The aggregate fees billed by BDO Seidman, LLP for professional services rendered for the audit of the Company’s annual financial statements for fiscal 2009, for the reviews of the financial statements included in the Company’s Forms 10-Q for fiscal 2009 and for the independent audit of the Company’s internal control over financial reporting required under the Sarbanes-Oxley Act of 2002 for fiscal 2009 were $392,098.  The aggregate fees billed by BDO Seidman, LLP for professional services rendered for the audit of the Company’s annual financial statements for fiscal 2008, for the reviews of the financial statements included in the Company’s Forms 10-Q for fiscal 2008 and for the independent audit of the Company’s internal control over financial reporting required under the Sarbanes-Oxley Act of 2002 for fiscal 2008 were $781,490.

Audit-Related Fees.  There were no fees billed by BDO Seidman, LLP for assurance and related services that were reasonably related to the performance of the audit of the Company’s annual financial statements for fiscal 2009 and 2008 or reviews of the financial statements included in the Company’s Forms 10-Q for fiscal 2009 and 2008.

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Tax Fees.  There were no fees billed by BDO Seidman, LLP for professional services rendered for tax compliance, tax advice and tax planning for fiscal 2009 and 2008.

All Other Fees.  There were no fees billed by BDO Seidman, LLP for products and services provided other than those described above for fiscal 2009 and 2008.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Company’s Audit Committee has adopted a Pre-Approval Policy for Audit and Non-Audit Services in order to assure that such services do not impair the independent registered public accounting firm’s independence.  Pursuant to this policy, the Audit Committee annually reviews and pre-approves the independent registered public accounting firm’s year-end audit and quarterly reviews, as well as other known or anticipated audit or non-audit services. During the course of the year, the Audit Committee (or its delegatee) may pre-approve additional non-audit services that have not been pre-approved at the annual review.

100% of the services described under the caption “Accounting Fees” above were approved by the Audit Committee pursuant to 17 CFR 210.2-02(c)(7)(i)(C).

Item 15.                 Exhibits, Financial Statement Schedules.

(a)           Documents Filed as Part of this Annual Report on Form 10-K/A

(1)       Consolidated Financial Statements:

Previously Filed

(2)       Consolidated Financial Statement Schedules:

Previously Filed

(3)                    Exhibits:

The following exhibits are filed as part of this Annual Report on Form 10-K/A.:

*                      Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on October 26, 2009.

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EXHIBIT INDEX

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