Additional Proxy Soliciting Materials (definitive) (defa14a)
March 15 2017 - 4:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 2017
ZELTIQ Aesthetics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35318
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27-0119051
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4410 Rosewood Drive
Pleasanton, CA 94588
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (925) 474-2500
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On March 9, 2017, the Compensation Committee of ZELTIQ approved corporate bonuses (Bonuses) to the Executive Officers for ZELTIQs
achievement of corporate performance during 2016. The amounts of the Bonuses were as follows:
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Officer
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Title
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Bonus
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Mark Foley
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President and Chief Executive Officer
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$
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1,011,463
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Patrick Williams
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Former Chief Financial Officer
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$
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57,113
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Taylor Harris
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Senior Vice President and Chief Financial Officer
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$
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273,576
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Keith J. Sullivan
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Former Chief Commercial Officer and President, North America
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$
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456,311
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Todd Zavodnick
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President, International
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$
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439,698
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Sergio Garcia
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Senior Vice President, General Counsel and Secretary
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$
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246,194
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As previously disclosed on February 13, 2017, ZELTIQ Aesthetics, Inc., a Delaware
corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with Allergan Holdco US, Inc., a Delaware corporation (Parent), and Blizzard Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent (the Merger). The Company is filing this Current Report on Form 8-K to provide certain updates in respect of the proposed Merger. The following information should be read in conjunction with the
preliminary proxy statement relating to the proposed Merger (the Proxy Statement), filed by the Company with the Securities and Exchange Commission (the SEC) on March 9, 2017, which should be read in its entirety.
Litigation Relating to the Merger
On March 13,
2017, Michael Kreindler, a purported stockholder of the Company (the Plaintiff), filed a putative class action complaint against the Company and the members of the Companys Board of Directors (the Board) in the United
States District Court for the Northern District of California (the District Court). This case is captioned
Kreindler v. Zeltiq Aesthetics, Inc.
, Case No. 17-cv-1353. The complaint alleges that (1) the Company and the members of
the Board violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-9 promulgated thereunder, by filing the Proxy Statement, which allegedly fails to disclose and/or misrepresents material
information about the proposed Merger, and (2) the members of the Board, as control persons of the Company, violated Section 20(a) of the Exchange Act in connection with the filing of the allegedly materially deficient Proxy Statement. The Plaintiff
has asked the District Court to, among other things, (i) declare the Proxy Statement is materially false or misleading, (ii) preliminarily and permanently enjoin the defendants from proceeding with the proposed Merger, and (ii) in the event the
proposed Merger is consummated, rescind the proposed Merger or grant rescissory damages. The Company believes these claims are without merit and intends to vigorously defend this action. The Company cannot predict the outcome of or estimate the
possible loss or range of loss from this matter. It is possible that additional, similar complaints may be filed or the complaint described above is amended. If this occurs, the Company does not intend to announce the filing of each additional,
similar complaint or any amended complaint unless it contain allegations that are substantially distinct from those made in the pending action described above.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or
expectations, are forward-looking statements. These statements are based on beliefs at the time the Company makes the statements, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by
the use of forward-looking terms such as may, will, intend, believes, or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties, and
the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those
described in this Current Report on Form 8-K include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the inability to complete the proposed Merger due to the
failure to obtain stockholder approval for the proposed Merger, the failure to satisfy other conditions to completion of the proposed Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation
of the transaction or that the results of the litigation matter described herein, or any other litigation that may arise in the future, could prohibit or delay the proposed Merger. Additional risks are described in the Companys Annual Report
on Form 10-K for the year ended December 31, 2016, and its subsequently filed reports with the Securities and Exchange Commission (SEC). Readers are cautioned not to place undue reliance on the forward-looking statements included in this
Current Report on Form 8-K, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.
Additional Information and Where to Find It.
In
connection with the proposed Merger, the Company has filed and will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to
Company stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents (when they are available) and other related documents filed with the SEC at the SECs web site at www.sec.gov, on the Companys website at www.zeltiq.com or by contacting ZELTIQ Aesthetics Investor Relations
at (925) 474-2500.
The Company, Parent and their respective directors and executive officers may be deemed participants in the solicitation of proxies
from the stockholders of the Company in connection with the proposed Merger. Information regarding the special interests of the Companys directors and executive officers in the proposed transaction has been and will be included in the
proxy statement described above. These documents are available free of charge at the SECs web site at www.sec.gov and from ZELTIQ Aesthetics Investor Relations as described above. Information about Parents directors and executive
officers can be found in Allergans definitive proxy statement filed with the SEC on March 25, 2016. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing Parents website at www.allergan.com
and clicking on the Investors link and then clicking on the SEC Filings link.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ZELTIQ A
ESTHETICS
, I
NC
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Dated: March 15, 2017
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By:
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/s/ Sergio Garcia
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Sergio Garcia
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Senior Vice President, General Counsel & Secretary
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