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

Date of report (Date of earliest event reported): March 30, 2015

PhotoMedex, Inc.

(Exact Name of Registrant Specified in Charter)

Registrant's telephone number, including area code:   215-619-3600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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On March 23, 2015, the Common Pleas Court of Hamilton County, Ohio (the "Court") entered an order preliminarily approving a proposed settlement involving PhotoMedex, Inc. (the "Company") in the consolidated action 'In re LCA-Vision Inc. Shareholder Litigation".  The Company received notice of this order on March 30, 2015.  The action consolidated four separate cases that had been filed in the Court against the Company, its subsidiary Gatorade Acquisition Corp., LCA-Vision, Inc. ("LCA"), LCA's chief executive officer, Michael J. Celebrezze, and LCA's board of directors over the proposed acquisition of LCA by the Company.  On May 12, 2014, the Company acquired LCA, and on January 31, 2015, the Company sold LCA to Vision Acquisition, LLC.

The action alleged that LCA's officer and board members breached their fiduciary duty to LCA, and that the acquisition of LCA by PhotoMedex failed to maximize LCA's stockholder value and deprived LCA's stockholders of the ability to participate in LCA's long-term prospects. The suit further alleged that the Company aided and abetted LCA's officer and directors in their breaches of fiduciary duties.  Similar suits had also been filed in the Court of Chancery of the State of Delaware against the Company and its subsidiary, Gatorade Acquisition Corp.

Under the proposed settlement, LCA had published certain additional disclosure statements regarding its acquisition by the Company and its financial statements prior to its shareholder vote on the acquisition, which was held on May 12, 2014.  The settlement also provides for the proposed payment of plaintiffs' counsel's fees and expenses with respect to the action.  The Company believes that LCA maintains insurance that will help defray the cost of the proposed settlement; the Company does not expect the proposed settlement to have a material impact on its financial results.

The proposed settlement is subject to final approval by the Court.  A hearing has been scheduled at 8:30 a.m., on June 19, 2015 to determine whether to approve the settlement, whether the settlement provided adequate notice to shareholders, thereafter dismiss the action with prejudice, whether the court should enter a complete bar order regarding this matter, and whether to provide for the payment of plaintiffs' counsel's attorney's fees and expenses.

Forward-Looking Statements

This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Forward looking statements include, but are not limited to, statements with respect to the proposed settlement and dismissal of the action. The important factors that could cause actual results to differ significantly from those expressed or implied by such forward-looking statements include, but are not limited to, the risk that the proposed settlement may not receive requisite approval, may not have the expected impact, including resolving the Action, or may require more activity or expense than expected. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2014, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.          

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.