UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 1, 2004
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Date of Report (Date of earliest event reported)
PhotoMedex, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-11365 59-2058100
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
147 Keystone Drive, Montgomeryville, Pennsylvania 18936
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(Address of principal executive offices)
(Zip Code)
(215) 619-3600
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Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On December 1, 2004, PhotoMedex, Inc., a Delaware corporation (the
"Company") and ProCyte Corporation, a Washington corporation ("ProCyte") entered
into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
the Company and ProCyte have agreed to effect a merger transaction whereby
ProCyte would become wholly-owned subsidiary of the Company. ProCyte
shareholders would receive 0.6622 shares of PhotoMedex common stock for each
ProCyte share. In addition, certain options to purchase ProCyte common stock
would be assumed in the transaction. Consummation of the merger is subject to
various terms and conditions, including the approval by the stockholders of
ProCyte and PhotoMedex. The directors and officers of ProCyte, who collectively
own approximately 3.9% of the outstanding ProCyte common stock, have agreed to
vote all of their shares in favor of the proposed transaction.
A copy of the joint press release of the Company and ProCyte announcing
the execution of the Merger Agreement is included herein as Exhibit 99.1. The
joint press release is incorporated herein by reference and the foregoing
description of such transaction is qualified in its entirety by reference to
such press release.
The information required by Item 1.01 will be filed in a separate Current
Report on Form 8-K.
In connection with the proposed merger, the Company will file with the
Securities and Exchange Commission ("SEC") a registration statement on Form S-4.
The registration statement will include a joint proxy statement/prospectus of
the Company and ProCyte for meetings of their respective stockholders to
consider and vote upon the proposed merger. The registration statement will also
serve as a prospectus of the Company with respect to the shares of the Company
to be distributed to stockholders of ProCyte in the proposed transaction. The
Company will file the joint proxy statement/prospectus with the SEC as soon as
practicable. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO CAREFULLY READ THE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER TRANSACTION, WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, PROCYTE, THE MERGER AND RELATED MATTERS.
Stockholders will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about the
Company and ProCyte, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to the Company or ProCyte.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated December 1, 2004.
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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.
PHOTOMEDEX, INC.
Dated: December 2, 2004 By: /s/ Jeffrey F. O'Donnell
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Jeffrey F. O'Donnell
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release, dated December 1, 2004
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