CYNO Cynosure - Class A (MM)

As filed with the Securities and Exchange Commission on January 28, 2010

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)

 

Delaware		04-3125110
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
5 Carlisle Road Westford, MA 01886		01886
(Address of Principal Executive Offices)		(Zip Code)

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.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨   (Do not check if a smaller reporting company)		Smaller reporting company		¨

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Class A Common Stock, par value $0.001 per share		300,000 shares		$10.16(2)		$3,048,000(2)		$218

(1)	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.

(2)

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 Registrant’s Class A Common Stock as reported on the Nasdaq Global Market on January 27, 2010.

 

 

 

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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 300,000 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.

Interests of Named Experts and Counsel.

Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.

 

Item 8.

Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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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 28th day of January, 2010.

 

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.

 

Signature		Title		Date
/s/    M ICHAEL R. D AVIN         Michael R. Davin		President, Chief Executive Officer and Chairman of the Board of Directors (Principal executive officer)		January 27, 2010
/s/    T IMOTHY W. B AKER         Timothy W. Baker		Executive Vice President and Chief Financial Officer (Principal financial and accounting officer)		January 26, 2010
Ettore V. Biagioni		Director		January 28, 2010
/s/    A NDREA C ANGIOLI         Andrea Cangioli		Director		January 27, 2010

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/s/    M ARINA H ATSOPOULOS         Marina Hatsopoulos		Director		January 25, 2010
/s/    L EONARDO M ASOTTI         Leonardo Masotti		Director		January 27, 2010
/s/    T HOMAS H. R OBINSON         Thomas H. Robinson		Director		January 26, 2010
/s/    G EORGE J. V OJTA         George J. Vojta		Director		January 28, 2010

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INDEX TO EXHIBITS

 

Number		Description
4.1(1)		Restated Certificate of Incorporation of the Registrant
4.2(1)		Amended and Restated By-Laws of the Registrant
5		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2		Consent of Ernst & Young LLP
24		Power of attorney (included on the signature pages of this registration statement)
99.1(1)		2005 Stock Incentive Plan

 

(1)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-127463) and incorporated herein by reference.