-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RgXZChR8lantcXNgBPwJL65bglpuB+0E4eNUQ0TJIvKN0lnxBncmp6Z/iznfDs/R wRZ/vNGaSYc4VIfc6Ag/3A== 0001013594-03-000136.txt : 20030701 0001013594-03-000136.hdr.sgml : 20030701 20030630181644 ACCESSION NUMBER: 0001013594-03-000136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOTOMEDEX INC CENTRAL INDEX KEY: 0000711665 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 592858100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34804 FILM NUMBER: 03765871 BUSINESS ADDRESS: STREET 1: FIVE RADNOR CORPORATE CENTER STREET 2: SUITE 470 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 4072814103 MAIL ADDRESS: STREET 1: FIVE RADNOR CORPORATE CENTER STREET 2: SUITE 470 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: LASER PHOTONICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLEINBERG KAPLAN WOLFF & COHEN P C CENTRAL INDEX KEY: 0001013594 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2129866000 MAIL ADDRESS: STREET 1: 551 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10176 SC 13G 1 photo-sc13g.txt JUNE 30, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.___ )* PhotoMedex, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 719358103 (CUSIP Number) June 16, 2003 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corsair Capital Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,438,601 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,438,601 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,438,601 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corsair Long Short International, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Cayman Islands exempted company NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 52,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 52,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corsair Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,490,601 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,490,601 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,490,601 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Neptune Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 401,529 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 401,529 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,529 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Major Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 401,529 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 401,529 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,529 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jay R. Petschek 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,490,601 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,490,601 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,490,601 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Major 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 21,100 6. SHARED VOTING POWER 1,892,130 7. SOLE DISPOSITIVE POWER 21,100 8. SHARED DISPOSITIVE POWER 1,892,130 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,913,230 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: PhotoMedex, Inc. (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 147 Keystone Drive Montgomeryville, Pennsylvania 18936 ITEM 2(a). NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: Corsair Capital Partners, L.P. ("Corsair Capital"), Corsair Long Short International, Ltd. ("Corsair International"), Corsair Capital Management, L.L.C. ("Corsair Management"), Neptune Partners, L.P. ("Neptune"), Major Capital Management, L.L.C. ("Major Capital Management"), Jay R. Petschek ("Mr. Petschek") and Steven Major ("Mr. Major" and collectively, the "Reporting Persons"). Corsair Management is the investment manager of Corsair Capital and Corsair International. Major Capital Management is the general partner of Neptune. Mssrs. Petschek and Major are the controlling persons of Corsair Management. Mr. Major is also the controlling person of Major Capital Management. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address for each of Corsair Capital, Corsair Management, Neptune, Major Capital Management, Mr. Petschek and Mr. Major is 570 Lexington Avenue, 12th Floor, New York, New York 10022. The principal business address for Corsair International is c/o M&C Corporate Services Limited, P.O. Box 309, Ugland House, 113 South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies. ITEM 2(c). CITIZENSHIP: Each of Corsair Capital and Neptune is a limited partnership formed under the laws of the State of Delaware. Each of Corsair Management and Major Capital Management is a limited liability company formed under the laws of the State of Delaware. Corsair International is an exempted company formed under the laws of the Cayman Islands, British West Indies. Each of Mr. Petschek and Mr. Major is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 719358103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Corsair Capital beneficially owns 1,438,601 shares of Common Stock. Corsair International beneficially owns 52,000 shares of Common Stock. Corsair Management, as the investment manager of each of Corsair Capital and Corsair International, is deemed to beneficially own the 1,490,601 shares of Common Stock beneficially owned by them. Mr. Petschek, as a controlling person of Corsair Management, is deemed to be beneficially own the 1,490,601 shares of Common Stock beneficially owned by Corsair Management. Neptune beneficially owns 401,529 shares of Common Stock. Major Capital Management is the general partner of Neptune and is deemed to beneficially own the 401,529 shares of Common Stock beneficially owned by Neptune. Mr. Major is a controlling person of Corsair Management and the controlling person of Major Capital Management and is deemed to beneficially own the 1,892,130 shares of Common Stock beneficially owned by them and the beneficial owner of an additional 21,100 shares of Common Stock that he owns personally. Collectively, the Reporting Persons beneficially own 1,913,230. (b) Percent of Class: Corsair Capital's beneficial ownership of 1,438,601 shares of Common Stock represents 3.8% of all the outstanding shares of Common Stock. Corsair International's beneficial ownership of 52,000 shares of Common Stock represents 0.1% of all the outstanding shares of Common Stock. Corsair Management's and Mr. Petschek's beneficial ownership of 1,490,601 shares of Common Stock represents 4.0% of all the outstanding shares of Common Stock. Neptune's and Major Capital Management's beneficial ownership of 401,529 shares of Common Stock represents 1.1% of all the outstanding shares of Common Stock. The 1,913,230 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 5.1% of all the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 1,913,230 shares of Common Stock representing 5.1% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Mr. Major has the sole power to or to direct the vote of the 21,100 shares of Common Stock beneficially owned by him personally. (ii) Shared power to vote or to direct the vote of shares of Common Stock: Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote of 1,438,601 shares of Common Stock. Corsair International, Corsair Management, Mr. Petschek and Mr. Major have the shared power to vote or direct the vote of 52,000 shares of Common Stock. Neptune, Major Capital Management and Mr. Major have shared power to vote or direct the vote of 401,529 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Mr. Major has the sole power to dispose or to direct the disposition of the 21,100 shares of Common Stock beneficially owned by him personally. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 1,438,601 shares of Common Stock. Corsair International, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 52,000 shares of Common Stock. Neptune, Major Capital Management and Major have the power to dispose or to direct the disposition of 401,529 shares of Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: As of June 26, 2003 CORSAIR CAPITAL PARTNERS, L.P. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member of General Partner CORSAIR LONG SHORT INTERNATIONAL, LTD. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member of General Partner CORSAIR CAPITAL MANAGEMENT, L.L.C. By: /s/ Steven Major ---------------- Name: Steven Manager Title: Managing Member NEPTUNE PARTNERS, L.P. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member of Major Capital Management, L.L.C. (general partner of Neptune Partners, L.P.) MAJOR CAPITAL MANAGEMENT, L.L.C. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member /s/ Jay R. Petschek ------------------- Jay R. Petschek /s/ Steven Major ---------------- Steven Major EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of PhotoMedex, Inc. dated as of June 26, 2003 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: As of June 26, 2003 CORSAIR CAPITAL PARTNERS, L.P. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member of General Partner CORSAIR LONG SHORT INTERNATIONAL, LTD. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member of General Partner CORSAIR CAPITAL MANAGEMENT, L.L.C. By: /s/ Steven Major ---------------- Name: Steven Manager Title: Managing Member NEPTUNE PARTNERS, L.P. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member of General Partner MAJOR CAPITAL MANAGEMENT, L.L.C. By: /s/ Steven Major ---------------- Name: Steven Major Title: Managing Member /s/ Jay R. Petschek ------------------- Jay R. Petschek /s/ Steven Major ---------------- Steven Major -----END PRIVACY-ENHANCED MESSAGE-----