Filed by Surgical Laser Technologies, Inc.
Pursuant to Rule 425 under the Securities Exchange Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: Surgical Laser Technologies, Inc.
Commission File No. 0-17919
Press Release dated September 26, 2002
On September 26, 2002, Surgical Laser Technologies, Inc., a Delaware
corporation, issued the following press release:
* * * *
PHOTOMEDEX, INC. SURGICAL LASER TECHNOLOGIES, INC.
Dennis McGrath Davis Woodward
Chief Financial Officer Chief Financial Officer
Telephone: (610) 971-9292 Telephone (215) 619-3278
Email: mgensel@photomedex.com dwoodward@slti.com
PHOTOMEDEX AGREES TO ACQUIRE SURGICAL LASER TECHNOLOGIES
RADNOR, Pa.--(BUSINESS WIRE) -- September 26, 2002--PhotoMedex, Inc.
(Nasdaq: PHMD) and Surgical Laser Technologies, Inc. (Nasdaq: SLTI) today
announced that on September 25, 2002, they entered into a definitive merger
agreement pursuant to which PhotoMedex will acquire Surgical Laser
Technologies (SLT).
SLT employs a similar business model to PhotoMedex, charging a per
procedure fee, thereby limiting the initial outlay for capital expenditure to
the doctor's office, hospital or surgi-center while ensuring continued
revenue flow to the company. SLT offers a wide range of laser services,
including Urology, Gynecology, Orthopedics, and General Surgery. In addition
to the utilization of such lasers as the Holmium, Diode, YAG Contact Laser,
and CO2 Laser, SLT is a world wide leader in the development, manufacturing
and marketing of healthcare lasers and their disposables.
Jeff O'Donnell, President and CEO, commented, "PhotoMedex has been
focused on Dermatological applications for its XTRAC(TM) laser system. Now,
as it approaches an environment of full reimbursement, PhotoMedex looks to
other opportunities in healthcare with companies that share our vision for
the business model of the future. We have found this in SLT and believe that
by combining our resources, vision and technology, we will own the
capabilities of providing capital equipment, clinical specialists and
disposables; thereby providing the opportunity for the medical facility to
contract with us to effectively and efficiently outsource comprehensive
services in many different medical specialties. This value proposition will
increase profits for the hospital and simplify the procedural logistics. I
look forward to expanding our verticals in laser procedures through the
consolidation of our companies, thereby maximizing the value to our
customers."
Commenting on the business combination, Michael R. Stewart, SLT's
President and CEO stated, "We are very pleased to be joining forces with
PhotoMedex and are excited about the opportunities that the combination
presents. Each Company's products and services are natural extensions of the
other. We have a shared vision for the future and believe that, with our
collective offerings, we are well-positioned to continue the expansion of our
contract services approach in the marketplace. The management and Board of
SLT have focused on restructuring the Company, in an effort to increase
stockholder value. We believe that this combination positions the SLT
stockholders to better realize on those efforts and will be in their best
interest."
Under the terms of the proposed merger, SLT's stockholders will receive
1.12 shares of newly issued PhotoMedex common stock in exchange for each
share of SLT common stock they hold. As a result of the merger transaction,
PhotoMedex expects to issue a total of approximately 2.6 million shares of
common stock and assume certain outstanding common stock purchase warrants of
SLT. On a pro forma basis, assuming that all SLT stockholders exchange
PhotoMedex shares for their SLT shares, SLT's stockholders would own
approximately 9.2% of the combined company's capital stock without giving
effect to the exercise of any SLT options before closing. Based on the stock
price of PhotoMedex at the close of business on September 24, 2002, this
would result in a purchase price of $1.34 per share of SLT common stock.
The merger is subject to approval by the stockholders of SLT. The
directors and officers of SLT, who collectively own approximately 15% of the
outstanding SLT common stock, have agreed to vote all of their shares of SLT
common stock in favor of approval and adoption of the proposed merger
transaction. The merger is also subject to other customary closing
conditions, and is expected to close in the fourth quarter of 2002.
A conference call will be held on Thursday, September 26, at 2:00 p.m.
Eastern Daylight Time, during which, Jeff O'Donnell, the President and CEO of
PhotoMedex, and Michael R. Stewart, the President and CEO of Surgical Laser
Technologies, Inc., will discuss today's announcement.
To participate in the conference call, dial 800.395.0708 (and
confirmation code # 658765) approximately 5 to 10 minutes prior to the
scheduled start time. If you are unable to participate, a digital replay of
the call will be available from Thursday, September 26 at 4:00 p.m. EDT until
midnight on Thursday, October 9, by dialing 888.203.1112 and using
confirmation code # 658765.
The live broadcast of PhotoMedex, Inc.'s conference call will be
available online by going to www.photomedex.com and clicking on the link to
Investor Relations, and at www.streetevents.com. The online replay will be
available shortly after the call at those sites.
About PhotoMedex:
PhotoMedex is engaged in the development of proprietary excimer laser
and fiber optic systems and techniques directed toward dermatological
applications, with FDA approval to market the XTRAC(TM) laser system for the
treatment of psoriasis, vitiligo, eczema and Leukoderma.
PhotoMedex 's excimer laser system generating 308-nm UV-B radiation is
the first FDA-approved laser treatment for psoriasis, which is the second
most common skin disorder in the U.S. The National Psoriasis Foundation
estimates that psoriasis afflicts more than 7 million Americans and that
between 150,000 and 260,000 new cases are diagnosed each year. The XTRAC(TM)
laser system is also the first FDA approved excimer laser system to treat
vitiligo, a skin disease that, according to the National Vitiligo Foundation,
afflicts approximately 1 to 2% of Americans, and eczema, a skin disease that
is estimated to afflict 15 million Americans.
About Surgical Laser Technologies:
Surgical Laser Technologies is a worldwide leader in the development,
manufacture, and marketing of lasers and disposable Contact Laser(TM)
Delivery Systems that can be used in virtually all general and specialty
surgical procedures. SLT markets proprietary Contact Laser Delivery Systems
that provide the surgeon with precise and controlled cutting, vaporization
and coagulation of tissue
SAFE HARBOR STATEMENT
This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on managements' current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking statements
contained in this release include statements about future financial and
operating results and the proposed acquisition of Surgical Laser
Technologies, Inc. ("SLT") by PhotoMedex, Inc. ("PhotoMedex").
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements: the
risk that SLT's business will not be integrated successfully with that of
PhotoMedex, costs related to the merger, failure of the SLT stockholders to
approve the merger, risks relating to technology and product development,
market acceptance, government regulation and regulatory approval processes,
intellectual property rights and litigation, dependence on strategic
partners, ability to obtain financing, competitive products and other risks
identified in PhotoMedex's and SLT's filings with the SEC. PhotoMedex and
SLT are under no obligation to (and expressly disclaim any such obligation
to) update or alter these forward-looking statements, whether as a result of
new information, future events or otherwise.
In connection with the proposed merger, PhotoMedex will file with the
Securities and Exchange Commission ("SEC") a registration statement on Form
S-4. The registration statement will include a proxy statement of SLT for a
meeting of its stockholders to consider and vote upon the proposed merger.
The registration statement will also serve as a prospectus of PhotoMedex with
respect to the shares of PhotoMedex to be distributed to stockholders of SLT
in the proposed transaction. PhotoMedex and SLT will file the proxy
statement/prospectus with the SEC as soon as practicable. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER TRANSACTION, WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT PHOTOMEDEX, SLT, THE MERGER AND
RELATED MATTERS.
In addition to the registration statement and proxy
statement/prospectus, both PhotoMedex and SLT file annual, quarterly and
other reports, proxy statements, registration statements and other
information with the SEC. You may read and copy any reports, statement or
other information filed by
PhotoMedex or SLT at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Investors and security
holders may also obtain a free copy of the proxy statement/prospectus (when it
is available) and other documents filed by the companies at the SEC's web site
at http://www.sec.gov.
PhotoMedex, SLT, their respective officers and directors and certain
other members of management or employees may be deemed to be participants in
the solicitation of proxies from stockholders of SLT with respect to the
transactions contemplated by the merger agreement. A description of any
interests that PhotoMedex's or SLT's directors and executive officers have in
the proposed merger will be available in the proxy statement/prospectus.
This press release is not an offer to purchase shares of SLT, nor is it
an offer to sell shares of PhotoMedex common stock, which may be issued in
any proposed merger with SLT. Any issuance of PhotoMedex common stock in any
proposed merger with SLT would have to be registered under the Securities Act
of 1933, as amended, and such PhotoMedex common stock would be offered only
by means of a prospectus complying with such act.