UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 8-K/A
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Delaware law and not effectively withdrawn or lost prior to or subsequent to the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 required by Rule 3-05(b) of Regulation S-X
are included as Exhibit 99.1 hereto.
(b) The pro forma financial information required by Article 11 of
Regulation S-X are included as Exhibit 99.2
hereto.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated September 25, 2002 by and
among Registrant, PhotoMedex, Inc. and J Merger Corp.,
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.(1)
99.1 Financial Statements of Surgical Laser Technologies, Inc.
99.2 Pro Forma Financial Information of PhotoMedex, Inc. and Surgical
Laser Technologies, Inc.
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(1) Previously incorporated by reference and filed as an exhibit to this Form
8-K.
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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: February 13, 2003 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. 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.
99.1 Financial Statements of Surgical Laser Technologies, Inc.
99.2 Pro Forma Financial Information of PhotoMedex, Inc. and Surgical Laser
Technologies, Inc.
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