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THRM > SEC Filings for THRM > Form 8-K on 23-Dec-2008All Recent SEC Filings

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Form 8-K for THERMAGE INC


23-Dec-2008

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit


Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 23, 2008, Thermage, Inc. ("Thermage") completed its acquisition of Reliant Technologies, Inc. ("Reliant") pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among Thermage, Relay Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Thermage, and Reliant and with respect to Articles VII and X only, Steven Mendelow as Securityholder Representative and U.S. Bank National Association as Escrow Agent (the "Merger").

Under the terms of the Merger Agreement, Thermage purchased Reliant for approximately $25 million in cash, 23.6 million shares of Thermage common stock, and the assumption of up to $7.0 million of net debt, subject to post closing adjustments. The terms of the Merger are more fully described in the Merger Agreement, which was filed by Thermage as Exhibit 2.1 to the Current Report on Form 8-K filed on July 11, 2008, and is incorporated herein by reference.

A copy of the press release announcing the closing of the Merger is furnished hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release of Thermage, Inc. dated as of December 23, 2008.


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