- Current report filing (8-K)
June 29 2011 - 9:48AM
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): June 27, 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 June 27, 2011, Cynosure, Inc. (the Company) completed its acquisition of the assets of the aesthetic laser business of Hoya Photonics, Inc., a California corporation doing business as
Hoya ConBio (Hoya ConBio), pursuant to (a) an Asset Purchase Agreement (the US Agreement), dated as of June 27, 2011, among the Company, Hoya ConBio and Hoya Corporation, a corporation organized under the laws of
Japan, and (b) a Business Unit Transfer Agreement dated as of June 27, 2011, between Cynosure France SARL (a wholly-owned subsidiary the Company) and Hoya ConBio France EURL (a wholly-owned subsidiary of Hoya ConBio) (the French
Agreement and together with the US Agreement, the Agreements). Under the terms of the Agreements, the Company acquired the assets of Hoya ConBios aesthetic laser business, including the intellectual property, for $24,500,000
in cash.
The foregoing is a summary of the material terms of the Agreements and does not purport to include all of the terms
of the Agreements. The summary of the Agreements is subject to, and qualified in its entirety by, the full text of the US Agreement attached hereto as Exhibit 2.1 and the French Agreement attached hereto as Exhibit 2.2, each of which is incorporated
herein by reference.
On
June 28, 2011, the Company issued a press release announcing that it had entered into the Agreements and completed its acquisition of the assets of Hoya ConBio. A copy of the press release issued by the Company relating to the acquisition is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits
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2.1
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Asset Purchase Agreement, dated June 27, 2011, by and among the Company, Hoya Photonics, Inc. and Hoya Corporation
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2.2
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Business Unit Transfer Agreement dated as of June 27, 2011, between Cynosure France SARL and Hoya ConBio France EURL
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99.1
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Press Release issued by the Company on June 28, 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: June 29, 2011
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By:
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/s/ Timothy W. Baker
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Timothy W. Baker
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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2.1
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Asset Purchase Agreement, dated June 27, 2011, by and among the Company, Hoya Photonics, Inc. and Hoya Corporation
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2.2
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Business Unit Transfer Agreement dated as of June 27, 2011, between Cynosure France SARL and Hoya ConBio France EURL
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99.1
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Press Release issued by the Company on June 28, 2011
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