- Current report filing (8-K)
August 02 2011 - 4:10PM
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
August 2, 2011
Date of Report (Date of earliest event reported)
SOLTA MEDICAL,
INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-33123
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68-0373593
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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25881 Industrial Boulevard, Hayward, California
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94545
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(Address of principal executive offices)
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(Zip Code)
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(510) 782-2286
(Registrants telephone number, including area code)
N/A
(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 obligations 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 2.02.
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Results of Operations and Financial Conditions.
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The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by
specific reference to such filing.
On August 2, 2011, we issued a press release regarding our financial results for the
second quarter ended June 30, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
We make
reference to non-GAAP financial information in both the press release and during the conference call and webcast regarding our quarterly results. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is
contained in the attached press release. Specifically, among other non-GAAP financial measures, we have provided non-GAAP gross margin, non-GAAP operating income, non-GAAP EBITDA, non-GAAP net income and non-GAAP earnings per share measures that
exclude the impact of acquisition related adjustments, acquisition related costs, and stock-based compensation expenses.
We
believe that these non-GAAP financial measures provide investors with insight into what is used by management to conduct a more meaningful and consistent comparison of our ongoing operating results and trends, compared with historical results. This
presentation is also consistent with the measures management uses to measure the performance of ongoing operating results against prior periods and against our internally developed targets. There are limitations in using these non-GAAP financial
measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP
financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with the Companys consolidated financial statements prepared in accordance with GAAP and the reconciliation of non-GAAP
financial measures in the attached press release.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press Release of Solta Medical, Inc. dated August 2, 2011
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SIGNATURES
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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SOLTA MEDICAL, INC.
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Date: August 2, 2011
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By:
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/s/ John F. Glenn
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Name: John F. Glenn
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Title: Chief Financial Officer
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