- Securities Registration: Employee Benefit Plan (S-8)
March 13 2009 - 5:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 13, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cynosure, Inc.
(Exact Name of
Registrant as Specified in Its Charter)
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Delaware
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04-3125110
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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5 Carlisle Road
Westford, MA 01886
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01886
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(Address of Principal Executive Offices)
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(Zip Code)
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2005 Stock Incentive Plan, as amended
(Full Title of the Plan)
Michael R. Davin
President and Chief Executive Officer
Cynosure, Inc.
5 Carlisle Road
Westford, MA 01886
(Name and Address of Agent For Service)
(978) 256-4200
(Telephone Number,
Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION
FEE
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Title of Securities to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Class A Common Stock, par value $0.001 per share
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1,329,370 shares
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$4.72(2)
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$6,274,627(2)
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$247
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time
be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the
high and low prices of the Registrants Class A Common Stock as reported on the Nasdaq Global Market on March 9, 2009.
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Statement of Incorporation by Reference
This registration statement on Form S-8 is being filed to register the offer and sale of an additional 1,329,370 shares of Class A Common
Stock, $0.001 par value per share (the Common Stock), of Cynosure, Inc. (the Registrant) to be issued under the 2005 Stock Incentive Plan, as amended, of the Registrant. In accordance with General Instruction E to
Form S-8, except for Item 5 Interests of Named Experts and Counsel and Item 8 Exhibits, this registration statement incorporates by reference the contents of the registration statement on Form S-8, File
No. 333-130237, filed by the Registrant with the Securities and Exchange Commission on December 9, 2005.
Item 5.
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Interests of Named Experts and Counsel.
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Wilmer
Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement. Certain attorneys at Wilmer Cutler Pickering Hale and Dorr LLP own shares of the Registrants Class A Common
Stock.
The Exhibit Index immediately
preceding the exhibits is incorporated herein by reference.
- 1 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Westford, Commonwealth of Massachusetts, on this 13th day of March, 2009.
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CYNOSURE, INC.
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By:
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/s/ Michael R. Davin
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Michael R. Davin
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President, Chief Executive Officer and
Chairman of the Board of Directors
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Cynosure, Inc., hereby severally constitute and appoint Michael R. Davin and Timothy W. Baker, and each of
them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent
amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Cynosure, Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Michael R. Davin
Michael R. Davin
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President, Chief Executive Officer
and Chairman of the Board of Directors
(Principal executive officer)
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March 13, 2009
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/s/ Timothy W. Baker
Timothy W. Baker
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Executive Vice President and
Chief Financial Officer
(Principal financial and accounting officer)
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March 13, 2009
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/s/ Ettore V. Biagioni
Ettore V. Biagioni
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Director
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March 13, 2009
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Andrea Cangioli
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Director
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March 13, 2009
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/s/ Marina Hatsopoulos
Marina Hatsopoulos
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Director
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March 13, 2009
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Leonardo Masotti
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Director
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March 13, 2009
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Thomas H. Robinson
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Director
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March 13, 2009
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/s/ George J. Vojta
George J. Vojta
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Director
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March 13, 2009
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INDEX TO EXHIBITS
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Number
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Description
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4.1(1)
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Restated Certificate of Incorporation of the Registrant
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4.2(1)
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Amended and Restated By-Laws of the Registrant
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5
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
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23.2
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Consent of Ernst & Young LLP
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24
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Power of attorney (included on the signature pages of this registration statement)
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99.1(1)
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2005 Stock Incentive Plan
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(1)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-127463) and
incorporated herein by reference.
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