- Securities Registration: Employee Benefit Plan (S-8)
January 31 2011 - 5:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 31, 2011
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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300,000 shares
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$10.67(2)
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$3,199,500(2)
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$372
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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 January 25, 2011.
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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.
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 31st day of January, 2011.
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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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January 31, 2011
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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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January 31, 2011
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/s/ Ettore V. Biagioni
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Director
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January 31, 2011
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Ettore V. Biagioni
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/s/ Andrea Cangioli
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Director
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January 31, 2011
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Andrea Cangioli
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/s/ Marina Hatsopoulos
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Director
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January 31, 2011
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Marina Hatsopoulos
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/s/ Leonardo Masotti
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Director
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January 31, 2011
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Leonardo Masotti
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/s/ Thomas H. Robinson
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Director
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January 31, 2011
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Thomas H. Robinson
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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 Independent Registered Public Accounting Firm
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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, as amended
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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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