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CYNO > SEC Filings for CYNO > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Form 8-K for CYNOSURE INC


24-Apr-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events

On April 24, 2013, Cynosure, Inc. ("Cynosure") and Palomar Medical Technologies, Inc. ("Palomar") issued a joint press release announcing the anticipated date of Cynosure's annual meeting of stockholders and Palomar's special meeting of stockholders and the anticipated closing of the acquisition of Palomar by Cynosure pursuant to the agreement and plan of merger, dated as of March 17, 2013, among Palomar, Cynosure and Commander Acquisition Corp. The joint press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.

SAFE HARBOR STATEMENT

This Current Report on Form 8-K contains a forward-looking statement relating to the expected closing of the merger transaction between Cynosure and Palomar. This forward-looking statement is neither a promise nor a guarantee, but involves risks and uncertainties that may individually or mutually impact the matters herein, and cause actual results, events and performance to differ materially from such forward-looking statement. These risk factors include, but are not limited to, failure to receive approval from the stockholders of Cynosure or Palomar or to satisfy other conditions to the parties' obligations to complete the merger, the risk that competing offers for Palomar will be made and/or other factors, which are detailed from time to time in reports that Cynosure or Palomar file with the Securities and Exchange Commission (the "SEC"), including their reports on Form 10-K for the year ended December 31, 2012, any subsequently filed quarterly reports on Form 10-Q and the Cynosure Registration Statement on Form S-4 (File No. 333-187895). Readers are cautioned not to place undue reliance on this forward-looking statement, which speaks only as of the date hereof. Neither Cynosure nor Palomar undertakes any obligation to release publicly the result of any revisions to the forward-looking statement that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

In connection with the proposed transaction between Cynosure and Palomar, Cynosure filed a Registration Statement on Form S-4 (File No. 333-187895) with the SEC on April 12, 2013. The Registration Statement includes a joint proxy statement of Cynosure and Palomar that also constitutes a prospectus of Cynosure. Palomar and Cynosure also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC (IF AND WHEN THEY BECOME AVAILABLE) BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Cynosure and Palomar with the SEC (if and when they become available) at the SEC's website at www.sec.gov. You may also obtain these documents by contacting Cynosure's Investor Relations Department at (617) 542-5300 or CYNO@investorrelations.com, or by contacting Palomar's Investor Relations Department at (781) 993-2411 or ir@palomarmedical.com.

Cynosure and Palomar and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Cynosure's directors and executive officers is available in the joint proxy statement/prospectus under the heading "Information About Cynosure's Directors, Officers and 5% Stockholders." As of April 5, 2013, Cynosure's directors and executive officers beneficially owned approximately 2.9 million shares, or 17.1%, of Cynosure's Class A common stock. Information about Palomar's directors and executive officers is available in Palomar's proxy statement dated April 4, 2012 for its 2012 Annual Meeting of Stockholders and in the joint proxy statement/prospectus. As of March 15, 2013, Palomar's directors and executive officers beneficially owned approximately 2.7 million shares, or 13.1%, of Palomar's common stock. Additional information regarding the interests of Palomar's directors and executive officers in the proposed transaction, including information relating to the acceleration of Palomar equity awards; the election of Joseph P. Caruso, Palomar's


President, Chief Executive Officer and Chairman of the Board of Directors, as Cynosure's President and Vice Chairman of the Board of Directors; amendments to existing Palomar employment agreements; a new employment agreement between Cynosure and Mr. Caruso; indemnification and insurance matters relating to Palomar directors and executive officers; and golden parachute compensation, can be found in the joint proxy statement/prospectus under the heading "Interests of Directors and Executive Officers of Palomar in the Merger." Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of any documents described above from Cynosure or Palomar using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.


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