-----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, Gew+vA3ob+/H0VgTnv2WDr8zwkJ1/Zy2QyqAIfckgUIuZZWRv46sG1texgQd0kIX j/llOX8nwzy2Uiby/SBg0A== 0001013594-07-000093.txt : 20070214 0001013594-07-000093.hdr.sgml : 20070214 20070214160720 ACCESSION NUMBER: 0001013594-07-000093 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34804 FILM NUMBER: 07620312 BUSINESS ADDRESS: STREET 1: 147 KEYSTONE DRIVE CITY: MONTGOMERYVILLE STATE: PA ZIP: 18936 BUSINESS PHONE: 2156193600 MAIL ADDRESS: STREET 1: 147 KEYSTONE DRIVE CITY: MONTGOMERYVILLE STATE: PA ZIP: 18936 FORMER COMPANY: FORMER CONFORMED NAME: LASER PHOTONICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORSAIR CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001276470 IRS NUMBER: 043683843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 350 MADISON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123898240 MAIL ADDRESS: STREET 1: 350 MADISON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 photomedex13ga-021307.htm FEBRUARY 13, 2007

 


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. 4)*

PhotoMedex, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

719358103

(CUSIP Number)

December 31, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule

pursuant to which this Schedule is filed:

o      Rule 13d-1(b)

x      Rule 13d-1(c)

o      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)  

x

 

(b)  

o

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

2,507,164

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,507,164

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,507,164

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.0%

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)  

x

 

(b)  

o

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

77,856

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

77,856

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,856

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

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 Select, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

1,325,494

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,325,494

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,325,494

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.1%

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)

Corsair Capital Partners 100, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

104,446

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

104,446

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

104,446

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.2%

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 Capital Investors, Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

282,907

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

282,907

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

282,907

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5%

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)  

x

 

(b)  

o

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

4,339,223

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

4,339,223

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,339,223

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0%

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)

Jay R. Petschek.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

4,399,223

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

4,399,223

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,399,223

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0%

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)  

x

 

(b)  

o

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

4,399,223

7.

SOLE DISPOSITIVE POWER

21,100

8.

SHARED DISPOSITIVE POWER

4,399,223

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,420,323

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0%

12.

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 


 

 

This statement is with respect to the common stock (“Common Stock”) of PhotoMedex, Inc. (the “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2006, and amends and supplements the Schedule 13G filed by the Reporting Persons on July 1, 2003, as amended (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.

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 Select, L.P. (“Corsair Select”), Corsair Capital Partners 100, L.P. (“Corsair 100”), Corsair Capital Investors, Ltd. (“Corsair Investors”), Corsair Capital Management, L.L.C. (“Corsair Management”), Jay R. Petschek (“Mr. Petschek”) and Steven Major (“Mr. Major” and collectively, the “Reporting Persons”).

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 2,507,164 shares of Common Stock consisting of: (i) 2,259,370 shares of Common Stock, and (ii) warrants exercisable for 247,794 shares of Common Stock.

Corsair International beneficially owns 77,856 shares of Common Stock consisting of: (i) 65,356 shares of Common Stock, and (ii) warrants exercisable for 12,500 shares of Common Stock.

Corsair Select owns 1,325,494 shares of Common Stock.

Corsair 100 owns 104,446 shares of Common Stock.

Corsair Investors owns 282,907 shares of Common Stock.

Corsair Management, as the investment manager of each of Corsair Capital, Corsair International, Corsair Select, Corsair 100 and Corsair Investors, is deemed to beneficially own the 4,399,223 shares of Common Stock beneficially owned by them.

Mr. Petschek, as a controlling person of Corsair Management, is deemed to be beneficially own the 4,399,223 shares of Common Stock beneficially owned by Corsair Management.

Mr. Major is a controlling person of Corsair Management and is deemed to beneficially own the 4,399,223 shares of Common Stock beneficially owned by Corsair Management and the beneficial owner of an additional 21,100 shares of Common Stock that he owns personally or through separate accounts managed by him.

Collectively, the Reporting Persons beneficially own 4,420,323 shares of Common Stock.

 

 


 

 

 

(b)

Percent of Class:

Corsair Capital’s beneficial ownership of 2,507,164 shares of Common Stock represents 4.0% of all the outstanding shares of Common Stock.

Corsair International’s beneficial ownership of 77,856 shares of Common Stock represents 0.1% of all the outstanding shares of Common Stock.

Corsair Select’s beneficial ownership of 1,325,494 shares of Common Stock represents 2.1% of all the outstanding shares of Common Stock.

Corsair 100’s beneficial ownership of 104,446 shares of Common Stock represents 0.2% of all the outstanding shares of Common Stock.

Corsair Investors’ beneficial ownership of 282,907 shares of Common Stock represents 0.5% of all the outstanding shares of Common Stock.

Corsair Management’s and Mr. Petschek’s beneficial ownership of 4,399,223 shares of Common Stock represents 7.0% of all the outstanding shares of Common Stock.

The 4,420,323 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 7.0% of all the outstanding shares of Common Stock.

Collectively, the Reporting Persons beneficially own 4,420,323 shares of Common Stock representing 7.0% 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 or through separate accounts managed by him.

 

(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 2,507,164 shares of Common Stock.

Corsair International, Corsair Management, Mr. Petschek and Mr. Major have the shared power to vote or direct the vote of 77,856 shares of Common Stock.

Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote of 1,325,494 shares of Common Stock.

 

 


 

 

Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have the shared power to vote or direct the vote of 104,446 shares of Common Stock.

Corsair Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote of 282,907 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 or through separate accounts managed by him.

 

(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 2,507,164 shares of Common Stock.

Corsair International, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 77,856 shares of Common Stock.

Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 1,325,494 shares of Common Stock.

Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 104,446 shares of Common Stock.

Corsair Investors, Corsair Management, Mr. Petschek and Mr. Major have the power to dispose or to direct the disposition of 282,907 shares of Common Stock.

ITEM 10.

CERTIFICATION.

By signing below the undersigned certifies that, to the best of its or his 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:  

February 14, 2007

 

 

CORSAIR CAPITAL PARTNERS, L.P.

By:  Corsair Capital Advisors, L.L.C., General Partner

 

 

 

 

 

By:  /s/  Steven Major

 

Steven Major, Managing Member

 

 

 

 

CORSAIR LONG SHORT INTERNATIONAL, LTD.

By:  Corsair Capital Management, L.L.C., Director

 

 

 

 

 

By:  /s/  Steven Major

 

Steven Major, Managing Member

 

 

 

 

CORSAIR SELECT, L.P.

By:  Corsair Select Advisors, L.L.C., General Partner

 

 

 

 

 

By:  /s/  Steven Major

 

Steven Major, Managing Member

 

 

 

 

CORSAIR CAPITAL INVESTORS, LTD.

By:  Corsair Capital Management, L.L.C., Director

 

 

 

 

 

By:  /s/  Steven Major

 

Steven Major, Managing Member

 

 

 

 

CORSAIR CAPITAL PARTNERS 100, L.P.

By: Corsair Capital Advisors, L.L.C., General Partner

 

 

 

 

 

By:  /s/  Steven Major

 

Steven Major, Managing Member

 

 

CORSAIR CAPITAL MANAGEMENT, L.L.C.

 

 

 

 

By:  /s/  Steven Major

 

Steven Major, Managing Member

 

 

 

 

/s/  Jay R. Petschek

Jay R. Petschek

 

 

/s/  Steven Major

Steven Major

 

 

 


 

 

 

 

 

 

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