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 27, 2002
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(Date of the earliest event reported)
PhotoMedex, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-11635 59-2858100
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Five Radnor Corporate Center, Suite 470, Radnor, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
610-971-9292
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Registrant's telephone number, including area code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 27, 2002, PhotoMedex, Inc. ("PhotoMedex") and
Surgical Laser Technologies, Inc. ("SLT") completed the previously announced
merger contemplated by the Agreement and Plan of Merger dated September 25,
2002, by and among PhotoMedex, SLT and J Merger Corp., Inc., a wholly owned
subsidiary of PhotoMedex ("Merger Sub"). As contemplated by the merger
agreement, Merger Sub merged with and into SLT, with SLT as the surviving
corporation and becoming a wholly owned subsidiary of PhotoMedex. The holders of
SLT common stock issued and outstanding immediately prior to the effective time
of the merger, other than any shares as to which appraisal rights had been duly
perfected pursuant to Delaware law and not effectively withdrawn or lost prior
to or subsequent to the effective time, are entitled to receive 1.12 shares of
newly issued PhotoMedex common stock in exchange for each share of SLT common
stock they held, with cash to be paid in lieu of any fractional shares at a rate
of $1.826 per share of PhotoMedex common stock, the average closing price of a
share of PhotoMedex common stock on the Nasdaq National Market for the twenty
trading days ending on December 26, 2002. As a result of the merger, PhotoMedex
will issue a total of approximately 2.7 million shares of its common stock and
will assume certain outstanding common stock purchase warrants of SLT.
Richard DePiano, who served as SLT's Chairman of the Board and
a director prior to the merger, also served as a director of PhotoMedex prior to
the merger and will continue to so serve following the merger. In addition,
Michael Stewart, the President and Chief Executive Officer and a director of SLT
prior to the merger, and Davis Woodward, SLT's Vice President, Finance and Chief
Financial Officer prior to the merger, have entered into employment agreements
with PhotoMedex to serve as its Executive Vice President of Corporate Operations
and in-house General Counsel, respectively.
For further information regarding the terms and conditions of
the merger and the merger agreement, reference is made to the merger agreement
filed as Exhibit 2.1 hereto and incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements of SLT required by this item are
not yet available and are not included in this Report. Pursuant to Item 7(a)(4)
of Form 8-K, such financial statements will be filed as promptly as practicable
but in no event later than March 12, 2003.
(b) The pro forma financial information required by Article 11
of Regulation S-X is not yet available and is not included in this Report.
Pursuant to Item 7(b)(2) of Form 8-K, such pro forma financial information will
be filed as promptly as practicable but in no event later than March 12, 2003.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated September
25, 2002 by and among Registrant,
PhotoMedex, Inc. and J Merger Corp., Inc.,
incorporated by reference to Annex A of the
Proxy Statement/Prospectus included in the
Form S-4 Registration Statement, Commission
File No. 333-100609, filed by PhotoMedex,
Inc. on October 18, 2002.
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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 30, 2002 By: /s/ Dennis M. McGrath
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Dennis M. McGrath
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Agreement and Plan of Merger by and among PhotoMedex, Inc.,
Surgical Laser Technologies, Inc. and J Merger Corp., Inc.,
dated September 25, 2002, incorporated by reference to Annex A
of the Proxy Statement/Prospectus included in the Form S-4
Registration Statement, Commission File No. 333-100609, filed
by PhotoMedex, Inc. on October 18, 2002.
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