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PHMDD > SEC Filings for PHMDD > Form 8-K on 26-Jan-2009All Recent SEC Filings

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Form 8-K for PHOTOMEDEX INC


26-Jan-2009

Material Modification to Rights of Security Holders, Amendments to Articles of Inc


Item 3.03. Material Modifications to Rights of Security Holders.

On January 26, 2009, PhotoMedex, Inc. (the "Company") effected a one-for-seven (1-for-7) reverse stock split of its outstanding shares of common stock, par value $0.01 per share ("Common Stock"), upon the filing of a Certificate of Amendment to its Restated Certificate of Incorporation as described in Item 5.03 below (the "Reverse Stock Split"). The Reverse Stock Split was effective at
[11:26 am] on January 26, 2009 (the "Effective Time"). Pursuant to the Reverse Stock Split, each holder of seven shares of Common Stock immediately prior to the Effective Time became the holder of one share of Common Stock immediately after the Effective Time. All outstanding options, warrants, convertible notes or other rights convertible into or exercisable for shares of Common Stock were adjusted in accordance with their terms and pursuant to the ratio of the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share and no cash payment was made in respect to such rounding.

As of the opening of The Nasdaq Global Market on January 27, 2009, the Common Stock will trade on a Reverse Stock Split-adjusted basis under the trading symbol "PHMDD" for a period of 20 trading days. Commencing on February 25, 2009, the Common Stock will resume trading under the symbol "PHMD."



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2009, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect: (i) the Reverse Stock Split, and (ii) an increase in the number of authorized shares of Common Stock to 21,428,571 shares. A copy of the Certificate of Amendment is attached to this current report as Exhibit 3.1 and is incorporated herein by reference.



Item 7.01. Regulation FD Disclosure.

On January 26, 2009, the Company issued a press release reporting the results of its 2009 Annual Meeting of Stockholders. A copy of the press release is being furnished as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
3.1 Certificate of Amendment.
99.1 Press Release dated January 26, 2009.


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