Current Report Filing (8-k)
May 04 2016 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 28, 2016
ZELTIQ Aesthetics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35318
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27-0119051
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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 No.)
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4698 Willow Road, Suite 100
Pleasanton, CA 94588
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (925) 474-2500
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:
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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 1.01.
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Entry into a Material Definitive Agreement.
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On April 28, 2016, ZELTIQ Ireland
Unlimited Company (
ZELTIQ Ireland
), a subsidiary of ZELTIQ Aesthetics, Inc. (
ZELTIQ US
), entered into an Agreement (the
Lease Assignment
) with Seamus Desmond and Denis
OCallaghan (
Landlord
) and Zenimax Online Ireland Limited (
Zenimax
), pursuant to which Zenimax, as the tenant to a 47,880 square foot property located in Galway, Ireland (the
Property
), agreed to assign its rights to its lease of the Property (the
Lease
), between Zenimax and Landlord, to ZELTIQ Ireland.
Under the terms of the Lease Assignment, the Lease shall not be assigned to ZELTIQ Ireland until the date (the
Completion
Date
) which is three (3) working days following the date on which ZELTIQ Ireland obtains planning permission (
Planning Permission
) to change the use of the Property to the use for which ZELTIQ Ireland intends
to use the Property and notifies the other parties of the Planning Permission. If the Completion Date does not occur by September 15, 2016, any party to the Lease Assignment may terminate the Lease Assignment. Until the Completion Date, all
documents relating to the Lease Assignment will be held in escrow. Upon the Completion Date, the Lease will be assigned to ZELTIQ Ireland.
If the Lease is assigned to ZELTIQ Ireland, the Lease will be for six years. Annual average rent will be $316,000, with expected annual
operating expenses of $444,000. The total six year commitment is expected to be $5.6 million. ZELTIQ US will act as guarantor for the obligation of ZELTIQ Ireland under the Lease.
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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ZELTIQ A
ESTHETICS
, I
NC
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Dated: May 4, 2016
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By:
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/s/ Sergio Garcia
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Sergio Garcia
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Senior Vice President, General Counsel & Secretary
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