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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
March 3, 2005
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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 0-11635 59-2058100
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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):
[X] 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))
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ITEM 8.01 OTHER EVENT
On March 3, 2005, PhotoMedex, Inc. issued a press release which is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
The press release announced that the ProCyte shareholders approved
the adjournment of the March 3, 2005 ProCyte Corporation special
meeting of shareholders, to be reconvened on March 18, 2005, in
order for ProCyte to solicit additional proxies to vote on the
proposed merger between PhotoMedex and ProCyte.
The press release also announced that the PhotoMedex stockholders
had approved the proposal with respect to the issuance of PhotoMedex
shares in the proposed merger by a vote of 24,334,253 shares in
favor and 209,302 shares opposed or abstaining, approximately 99.1%
of the shares present or represented by proxy at the March 3, 2005
PhotoMedex special meeting of stockholders.
The press release also announced that the PhotoMedex stockholders
voted to approve an amendment to PhotoMedex's Amended and Restated
2000 Stock Option Plan to increase the number of shares of
PhotoMedex common stock reserved for issuance thereunder from
3,350,000 to 4,350,000 shares.
The information set forth under "Item 8.01, Other Event", including
the accompanying Exhibit 99.1, is being furnished in accordance with
interim guidance issued by the Securities and Exchange Commission in
Release No. 33-8216. The information contained herein and in the
accompanying exhibit shall not be incorporated by reference into any
filing of the Registrant, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing, unless expressly incorporated by specific reference to such
filing. The information in this report, including the exhibit
hereto, shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended or be otherwise
subject to the liabilities of that section or Sections 11 and 12 (a)
(2) of the Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 Press Release, dated March 3, 2005.
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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: March 8, 2005 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 March 3, 2005, regarding the
announcement of the adjournment of the ProCyte Corporation
Special Meeting of Shareholders.
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