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
September 25, 2002
------------------
(Date of the earliest event reported)
PhotoMedex, Inc.
----------------
(Exact name of Registrant as specified in its charter)
Delaware 0-11635 59-2858100
-------- ------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Five Radnor Corporate Center, Suite 470, Radnor, Pennsylvania 19087
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
610-971-9292
------------
Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On September 26, 2002, PhotoMedex, Inc. ("PhotoMedex") and Surgical
Laser Technologies, Inc. ("SLT"), announced that, on September 25, 2002, they
entered into a definitive merger agreement pursuant to which PhotoMedex would
acquire SLT. Under the terms of the merger agreement, SLT's stockholders would
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 proposed merger
transaction, PhotoMedex expects to issue a total of approximately 2.6 million
shares of its common stock, without giving effect to the exercise of any SLT
common stock options before closing, and to assume certain outstanding common
stock purchase warrants of SLT. On a pro forma basis, assuming that all SLT
stockholders exchange their SLT shares for PhotoMedex shares and no further SLT
stock options or warrants are exercised prior to the closing, SLT's stockholders
would own approximately 9.2% of the combined company's capital stock. 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 and to
other customary closing conditions. The directors and officers of SLT, who
collectively own approximately 15.08% 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.
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.
A copy of the press release related to the announcement of the proposed
merger transaction is filed herewith as Exhibit 99 and incorporated herein by
this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
---------
99. Joint Press Release of PhotoMedex, Inc. and Surgical Laser
Technologies, Inc., dated September 26, 2002, regarding announcement of
proposed merger transaction.
2
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: September 26, 2002 By: /s/ Dennis M. McGrath
-----------------------
Dennis M. McGrath
Chief Financial Officer
3
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
99 Joint Press Release of PhotoMedex, Inc. and Surgical
Laser Technologies, Inc., dated September 26, 2002,
regarding announcement of proposed merger transaction.
4