Exhibit 99.1
PROCYTE CORPORATION ADJOURNS SPECIAL MEETING OF SHAREHOLDERS UNTIL
MARCH 18, 2005 TO VOTE ON MERGER WITH PHOTOMEDEX, INC.
Montgomeryville, Pa. and REDMOND, Wash., March 3 /PRNewswire-FirstCall/ --
PhotoMedex, Inc. (Nasdaq: PHMD) and ProCyte Corporation (OTC Bulletin Board:
PRCY) announced today that ProCyte shareholders approved the adjournment of the
special meeting of shareholders that took place today in order for ProCyte to
solicit additional proxies to vote on the proposed merger between PhotoMedex,
Inc. and ProCyte. The adjourned special meeting will be reconvened on March 18,
2005 at 9 AM Pacific time at Redmond Inn, Redmond, WA.
The ProCyte special meeting was adjourned because an insufficient number of
shareholders was present or represented by proxy to approve the merger proposal
under applicable Washington law. Washington statute requires that the merger be
approved by the affirmative vote of at least two-thirds of the shares of ProCyte
common stock outstanding and entitled to vote on the merger. As of the
adjournment of its special meeting, ProCyte had received proxies representing
approximately 9,639,000 of the required 10,548,344 share votes needed to approve
the merger proposal. Over 92% of the proxies received by ProCyte have been in
favor of the merger proposal. Of the 9,639,000 shares represented at the special
meeting, 8,572,000 (88.9%) voted in favor of the adjournment of the meeting for
the purpose of soliciting additional proxies in favor of the merger proposal.
Valid proxies submitted by ProCyte shareholders in connection with the March 3,
2005 meeting will continue to be valid for the purposes of the March 18, 2005
reconvened meeting.
ProCyte shareholders as of January 14, 2005 who have not voted should contact
ProCyte's proxy solicitor, MacKenzie Partners at (800) 322-2885 or
proxy@mackenziepartners.com
At a separate special meeting of the PhotoMedex stockholders held today,
PhotoMedex stockholders 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 PhotoMedex meeting. The PhotoMedex
stockholders also voted to approve an amendment to its 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.
About ProCyte
ProCyte Corporation develops and markets products based on its patented,
clinically proven GHK and AHK Copper Peptide technology for skin health, hair
care and wound care. The Company sells directly to dermatologists, plastic and
cosmetic surgeons, spas and salons and through licenses with strategic partners
into the consumer market, including its long-term worldwide license agreement
with Neutrogena(R), a Johnson & Johnson company. ProCyte brands include
Neova(R), VitalCopper(R), NextDerm(TM), Simple Solutions(R) and AquaSante(R)
Skin Care products; Complex Cu3(R), GraftCyte(R) and Tricomin(R). Additional
information is available by visiting the Company's website at www.procyte.com.
About PhotoMedex
PhotoMedex provides contract medical procedures to hospitals, surgi-centers and
doctors' offices, offering a wide range of products and services across multiple
specialty areas, including dermatology, urology, gynecology, orthopedics, and
other surgical specialties. The company is a leader in the development,
manufacturing and marketing of medical laser products and services.
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 of
ProCyte Corporation ("ProCyte") and PhotoMedex, Inc. ("PhotoMedex") and the
proposed acquisition of ProCyte by PhotoMedex .
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk that
ProCyte's business will not be integrated successfully with that of PhotoMedex,
costs related to the merger, failure of the ProCyte or PhotoMedex 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 ProCyte's respective filings with the SEC. PhotoMedex and
ProCyte 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.
This communication is not a solicitation of a proxy from any security holder of
ProCyte. Security holders of ProCyte and other investors are urged to read the
definitive joint proxy statement/prospectus filed with the SEC in connection
with the proposed transaction because it contains important information about
ProCyte, PhotoMedex, the proposed transaction and related matters. The joint
proxy statement/prospectus is available for free at the SEC's web site (
http://www.sec.gov ).
The respective directors, executive officers and employees of ProCyte and
PhotoMedex and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding ProCyte's directors and executive officers is available in its proxy
statement filed with the SEC by ProCyte on April 16, 2004, and information
regarding PhotoMedex's directors and executive officers is available in its
proxy statement filed with the SEC by PhotoMedex on November 26, 2004. Investors
may obtain additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, by reading the joint proxy statement/prospectus
dated January 21, 2005.
Contacts: Allen & Caron PhotoMedex, Inc.
Matt Clawson (investors) Dennis McGrath, CFO
949-474-4300 215-619-3287
matt@allencaron.com info@photomedex.com
SOURCE PhotoMedex, Inc.
-0- 03/03/2005
/CONTACT: Investors, Matt Clawson of Allen & Caron, +1-949-474-4300,
matt@allencaron.com, for PhotoMedex, Inc.; or Dennis McGrath, CFO of
PhotoMedex, Inc., +1-215-619-3287, info@photomedex.com/
/Web site: http://www.photomedex.com
http://www.procyte.com /
(PHMD PRCY)