- Current report filing (8-K)
February 03 2011 - 10:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 2, 2011
Cynosure, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-51623
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04-3125110
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(State or Other Jurisdiction
of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5 Carlisle Road, Westford, MA
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01886
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (978) 256-4200
(Former Name or Former Address, if Changed Since Last Report)
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 (
see
General Instruction A.2. below):
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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 2.01.
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Completion of Acquisition or Disposition of Assets
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On February 2, 2011, Cynosure, Inc. (the Company) completed its acquisition of substantially all of the assets of Elemé Medical, Inc. (Elemé Medical) pursuant to
an Asset Purchase Agreement (the Agreement), dated as of February 2, 2011, by and between Elemé Medical (assignment for the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity
as Assignee for the Benefit of Creditors of Elemé Medical, and the Company. Under the terms of the Agreement, the Company acquired substantially all of the assets of Elemé Medical, including licensing rights to intellectual property
related to Elemé Medicals SmoothShapes XV system, in a cash transaction for $2,470,000.
Item 7.01.
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Regulation FD Disclosure
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On February 3, 2011, the Company issued a press release announcing the completion of the acquisition disclosed in Item 2.01
above. A copy of the release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01 of this Form
8-K (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01.
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired
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The Company will file the required financial statements of Elemé Medical by amendment to this report no later than April 20, 2011.
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(b)
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Pro Forma Financial Information
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The Company will file the required pro forma financial information by amendment to this report no later than April 20, 2011.
The following exhibit
relating to Item 7.01 shall be deemed to be furnished, and not filed:
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99.1
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Press Release issued by the Company on February 3, 2011.
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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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CYNOSURE, INC.
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Date: February 3, 2011
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By:
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/s/ Timothy W. Baker
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Timothy W. Baker
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release issued by the Company on February 3, 2011
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