-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUTj1raW2WULJwzD7zjo/KQJ8JJXwzpHPxHhbVhwdNlU/MCcR5l2lkO736IRCzy1 mg9yCFF/fl8j/8RYYQB/nQ== 0001104659-08-051895.txt : 20080811 0001104659-08-051895.hdr.sgml : 20080811 20080811163047 ACCESSION NUMBER: 0001104659-08-051895 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMAGE INC CENTRAL INDEX KEY: 0001171298 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 680373593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82323 FILM NUMBER: 081006721 BUSINESS ADDRESS: STREET 1: 25881 INDUSTRIAL BOULEVARD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5107822286 MAIL ADDRESS: STREET 1: 25881 INDUSTRIAL BOULEVARD CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELIANT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001232468 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943122361 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 464 ELLIS STREET CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-605-2200 MAIL ADDRESS: STREET 1: 464 ELLIS STREET CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 SC 13D 1 a08-21381_2sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

THERMAGE, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

88343R 10 1

(CUSIP Number)

Andrew H. Galligan
Chief Financial Officer
Reliant Technologies, Inc.
464 Ellis Street
Mountain View, CA 94043
(650) 605 - 2200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 7, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88343R 10 1

	1.	Names of Reporting Persons Reliant Technologies, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 9,129,599 shares of common stock (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0 shares of common stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,129,599 shares of common stock (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 38.0% of common stock (2)

	14.	Type of Reporting Person (See Instructions) CO

(1) Comprised of 9,129,599 shares of common stock of Thermage, Inc., owned by certain Thermage stockholders, which may be deemed to be beneficially owned by Reliant Technologies, Inc. pursuant to the voting agreement described in Item 4 below. The filing of this statement on Schedule 13D shall not be construed as an admission that Reliant Technologies, Inc. is, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of any of the common stock referred to herein, and such beneficial ownership is expressly disclaimed.

(2) Based on 24,057,202 shares outstanding on June 30, 2008 as represented by Thermage in the Merger Agreement (as defined herein).

Item 1.	Security and Issuer
This statement relates to common stock, par value $0.001, of Thermage, Inc. (“Thermage”). The principal executive offices of Thermage are located at 25881 Industrial Boulevard, Hayward, California 94545.

Item 2.	Identity and Background
(a) - (c) The name of the corporation filing this statement is Reliant Technologies, Inc. (“Reliant”), a Delaware corporation. Reliant’s principal office is located at 464 Ellis Street, Mountain View, CA 94043. Reliant is a medical device company that designs, develops and markets non-surgical therapies for the treatment of various skin conditions under the Fraxel brand.
(d) - (e) During the last five years, neither Reliant, nor to the knowledge of Reliant, any person named on Schedule A attached hereto, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) To Reliant’s knowledge, each of the individuals identified on Schedule A attached hereto is a citizen of the United States.
Set forth on Schedule A is the name and principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Reliant as of the date hereof.
Item 3.	Source and Amount of Funds or Other Consideration
On July 7, 2008 Reliant, Thermage, Relay Acquisition Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of Thermage (“Merger Sub II”), and with respect to Articles VIII and X only, Steven Mendelow as Securityholder Representative and U.S. Bank National Association as Escrow Agent (the “Merger Agreement”) entered into an Agreement and Plan of Merger and Reorganization pursuant to which, and subject to the conditions set forth therein, Relay Merger Corp., a Delaware corporation and wholly owned subsidiary of Thermage (“Merger Sub I”) will merge with and into Reliant, and then Reliant, as the surviving corporation, will merge with and into Merger Sub II, with Merger Sub II being the ultimate surviving entity and continuing as a wholly-owned subsidiary of Thermage (the “Merger”).
In order to induce Reliant to enter into the Merger Agreement and to facilitate the consummation of the Merger, certain directors, executive officers and stockholders of Thermage have entered into voting agreements with Reliant (the “Voting Agreements”) as described in Items 4 and 5 of this Schedule 13D. No other consideration was paid in exchange for such stockholders entering into the voting agreements.

Item 4.	Purpose of Transaction
(a) - (b) The Merger Agreement provides for the acquisition by Merger Sub II of all of the outstanding common stock of Reliant through a merger of Merger Sub I with and into Reliant and then a merger of Reliant with and into Merger Sub II, a wholly-owned subsidiary of Thermage. The obligations of Thermage and Reliant to complete the Merger are subject to a number of conditions set forth in the Merger Agreement.
In order to induce Reliant to enter into the Merger Agreement, certain of Thermage’s directors, executive officers and stockholders collectively owning 9,129,599 of the outstanding shares of Thermage common stock (the “Voting Shares”) have entered into voting agreements with Reliant pursuant to which they have agreed, in their respective capacities as stockholders of Thermage, to vote all of the shares of Thermage common stock beneficially owned by them, as well as any additional shares of Thermage common stock which they may acquire (pursuant to Thermage stock options or otherwise) in favor of the Merger and certain related matters (the “*Voting Agreements*”).
Under the terms of the Voting Agreements, each of the stockholders party to the Voting Agreement agreed to vote, and irrevocably appointed Reliant as its proxy to vote, all outstanding Shares held by such stockholder as of the record date: (1) in favor of approval of the issuance of shares of Thermage common stock to be issued in the Merger, (2) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions

contemplated by the Merger Agreement; and (3) against (other than those actions that relate to the Merger and the transaction contemplated by the Merger Agreement) (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of Thermage with any party, (ii) a sale, lease or transfer of a material amount of Thermage’s assets, (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of Thermage, or (iv) any material change in the capitalization of Thermage or the corporate structure of Thermage.
The following directors, executive officers and stockholders of Thermage have entered into Voting Agreements with Reliant: Stephen J. Fanning; Harold L. Covert; Edward W. Knowlton, M.D.; Cathy L. McCarthy; Marti Morfitt; Mark Sieczkarek; John F. Glenn; Clint Carnell; William Brodie, H. Daniel Ferrari, Douglas W. Heigel, Cherry Hu, Sherree L. Lucas, Dragan D. Nebrigic, Sharon Thompson, Gary L. Wilson; entities affiliated with Essex Woodlands Health; entities affiliated with Technology Partners; entities affiliated with Morgenthaler Partners; entities affiliated with Draper Fisher Jurvetson ePlanet Ventures L.P.; and entities affiliated with Institutional Venture Partners.
The description contained in this Item 4 of the transactions contemplated by the Merger Agreement and the Voting Agreements is a summary and does not purport to be complete. Reference is made to the full text of the Merger Agreement, which is filed as exhibit 2.1 to Thermage’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) July 11, 2008, and to the full text of the form of Voting Agreement, which is filed as Exhibit 99.2 hereto, each of which is incorporated herein by reference.
(c) Not applicable.
(d) If the Merger is consummated, Merger Sub I will merge with and into Reliant and then Reliant will merge with and into Merger Sub II, a wholly-owned subsidiary of Thermage. Three individuals serving on the Reliant board of directors immediately prior to the effective time of the Merger will, upon consummation of the Merger, be appointed to the Thermage board of directors until each of their successors are duly elected or appointed and qualified or their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the surviving corporation. Upon consummation of the Merger, Leonard DeBenedictis will become an officer of Thermage, joining the officers of Thermage immediately prior to the effective time of the Merger until each of their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.
(e) If the Merger is consummated, Thermage will issue shares of its common stock to stockholders of Reliant pursuant to the Merger Agreement.
(f) Upon consummation of the Merger, Merger Sub I will merge with and into Reliant and then Reliant will merge with and into Merger Sub II, a wholly-owned subsidiary of Thermage.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than as described above, Reliant currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) - (i) of Schedule 13D (although Reliant reserves the right to develop such plans).

Item 5.	Interest in Securities of the Issuer
(a) – (b) Reliant does not directly own any outstanding shares of Thermage common stock. By reason of the execution and delivery of the Voting Agreements, however, Reliant may be deemed to be the beneficial owner of 9,129,599 shares, representing approximately 38.0% of the outstanding common stock of Thermage.

Schedule B to this Schedule 13D sets forth, to the best of Reliant’s knowledge, the following information for those persons with whom Reliant shares the power to vote or to direct the vote or to dispose or to direct the disposition of the Voting Shares: the name, address, and principal occupation or employer, of such person. To Reliant’s knowledge, all of the persons listed on Schedule B to this Schedule 13D are citizens of the United States.
During the last five years, to the knowledge of Reliant, no person named on Schedule B attached hereto, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(c) Except for the execution and delivery of the Merger Agreement and Voting Agreements, Reliant has not, and to Reliant’s knowledge, none of the executive officers and directors of Reliant has, engaged in any transaction in Thermage common stock during the past 60 days.
(d) To Reliant’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Voting Shares.
(e) Not applicable.
References to, and descriptions of, the Merger Agreement and Voting Agreements in this Item 5 are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 2.1 to Thermage’s current report on Form 8-K filed with the SEC July 11, 2008 and Exhibit 99.2 hereto, respectively, and which are incorporated by this reference in this Item 5.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Reference is made to the response to Item 4 above, which is incorporated herein by reference.
Other than as provided in the Merger Agreement and the Voting Agreements and as otherwise referred to or described in this report, to the knowledge of Reliant, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Thermage, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.	Material to be Filed as Exhibits
	Exhibit No.	Description
	99.1	Agreement and Plan of Merger and Reorganization, dated as of July 7, 2008, by and among Reliant Technologies, Inc., Thermage, Inc., Relay Acquisition Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of Thermage, and with respect to Articles VIII and X only, Steven Mendelow as Securityholder Representative and U.S. Bank National Association as Escrow Agent(1)
	99.2	Form of Voting Agreement dated as of July 7, 2008, executed by each of Stephen J. Fanning, Harold L. Covert, Edward W. Knowlton, M.D., Cathy L. McCarthy, Marti Morfitt, Mark Sieczkarek, John F. Glenn, Clint Carnell, Sherree L. Lucas, William Brodie, Cherry Hu, H. Daniel Ferrari, Douglas W. Heigel, Dragan D. Nebrigic, Gary L. Wilson, Sharon Thompson, entities affiliated with Essex Woodlands Health, entities affiliated with Technology Partners, entities affiliated with Morgenthaler Partners, entities affiliated with Draper Fisher Jurvetson ePlanet Ventures L.P., and entities affiliated with Institutional Venture Partners, and Reliant Technologies, Inc.

(1) Incorporated herein by reference to Exhibit 2.1 to Thermage, Inc.’s current report on Form 8-K (File No. 001-33123), as filed with the SEC on July 11, 2008.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	August 11, 2008
	Date
	RELIANT TECHNOLOGIES, INC. /s/ Andrew H. Galligan
	Signature
	Andrew H. Galligan, Chief Financial Officer
	Name/Title

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Schedule A

Directors and Executive Officers of Reliant Technologies, Inc.

The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Reliant Technologies, Inc. Except as indicated below, the business address of each person is c/o Reliant Technologies, Inc., 464 Ellis Street, Mountain View, CA 94043.

BOARD OF DIRECTORS

Name		Position
Eric Stang		Director, President and Chief Executive Officer, Reliant Technologies, Inc.

Leonard DeBenedictis		Director and Chief Technology Officer, Reliant Technologies, Inc.

Henry E. Gauthier		Chairman and Director

Maynard A. Howe, Ph.D.		Director
		Chief Executive Officer, Stemedica Cell Technologies, Inc.

William T. Harrington, M.D.		Director
		Partner, Three Arch Partners

Robert J. Zollars		Director
		Chairman and Chief Executive Officer of Vocera Communications

Steven Mendelow		Director
		Financial Analyst and Principal, Konigsberg, Wolf and Company

Robert J. Quillinan		Director

Glen D. Nelson, M.D.		Director

EXECUTIVE OFFICERS

Name		Title
Eric B. Stang		President and Chief Executive Officer
Leonard C. DeBenedictis		Chief Technology Officer
Andrew H. Galligan		Chief Financial Officer
Jeffrey S. Jones		Chief Operating Officer
Keith J. Sullivan		Vice President of Sales

Schedule B

Persons with whom Reliant Technologies, Inc. shares voting power

Name and Title	Employer	Business Address
Entities affiliated with Essex Woodlands Health		21 Waterway Ave, Suite 225
Ventures		The Woodlands, TX 77380

Entities affiliated with Technology Partners		555 University Ave.
		Palo Alto, CA 94013

Entities affiliated with Morgenthaler Partners		50 Public Square, Suite 2700
		Cleveland, OH 44113

Entities affiliated with Draper Fisher Jurvetson		2882 Sand Hill Road, Suite 150
ePlanet Ventures L.P.		Menlo Park, CA 94025

Entities affiliated with Institutional Venture		3000 Sand Hill Road
Partners		Menlo Park, CA

Stephen J. Fanning	Thermage, Inc.	c/o Thermage, Inc.
Chairman, President and Chief Executive Officer,		25881 Industrial Boulevard
Thermage, Inc.		Hayward, California 94545

Harold L. Covert		c/o Thermage, Inc.
Director, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Edward W. Knowlton, M.D.		c/o Thermage, Inc.
Director, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Cathy L. McCarthy		c/o Thermage, Inc.
Director, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Marti Morfitt		c/o Thermage, Inc.
Director, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Mark Sieczkarek		c/o Thermage, Inc.
Director, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

John F. Glenn	Thermage, Inc.	c/o Thermage, Inc.
Chief Financial Officer, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Clint Carnell	Thermage, Inc.	c/o Thermage, Inc.
Chief Operating Officer, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

William Brodie	Thermage, Inc.	c/o Thermage, Inc.
Vice President, U.S. Sales, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

H. Daniel Ferrari	Thermage, Inc.	c/o Thermage, Inc.
Vice President, Business and Financial Planning,		25881 Industrial Boulevard
Thermage, Inc.		Hayward, California 94545

Douglas W. Heigel	Thermage, Inc.	c/o Thermage, Inc.
Vice President, Operations, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Cherry Hu	Thermage, Inc.	c/o Thermage, Inc.
Vice President, Principal Accounting Officer and		25881 Industrial Boulevard
Corporate Controller, Thermage, Inc.		Hayward, California 94545

Sherree L. Lucas	Thermage, Inc.	c/o Thermage, Inc.
Vice President, Marketing, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

Dragan D. Nebrigic	Thermage, Inc.	c/o Thermage, Inc.
Vice President, Research & Development,		25881 Industrial Boulevard
Thermage, Inc.		Hayward, California 94545

Sharon Thompson	Thermage, Inc.	c/o Thermage, Inc.
Vice President, Quality and Regulatory Affairs,		25881 Industrial Boulevard
Thermage, Inc.		Hayward, California 94545

Gary L. Wilson	Thermage, Inc.	c/o Thermage, Inc.
Vice President, International Sales, Thermage, Inc.		25881 Industrial Boulevard
		Hayward, California 94545

EXHIBIT INDEX

Exhibit No.		Description
99.1		Agreement and Plan of Merger and Reorganization, dated as of July 7, 2008, by and among Reliant Technologies, Inc., Thermage, Inc., Relay Acquisition Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of Thermage, and with respect to Articles VIII and X only, Steven Mendelow as Securityholder Representative and U.S. Bank National Association as Escrow Agent (1)

99.2		Form of Voting Agreement dated as of July 7, 2008, executed by each of Stephen J. Fanning, Harold L. Covert, Edward W. Knowlton, M.D., Cathy L. McCarthy, Marti Morfitt, Mark Sieczkarek, John F. Glenn, Clint Carnell, Sherree L. Lucas, William Brodie, Cherry Hu, H. Daniel Ferrari, Douglas W. Heigel, Dragan D. Nebrigic, Gary L. Wilson, Sharon Thompson, entities affiliated with Essex Woodlands Health, entities affiliated with Technology Partners, entities affiliated with Morgenthaler Partners, entities affiliated with Draper Fisher Jurvetson ePlanet Ventures L.P., and entities affiliated with Institutional Venture Partners, and Reliant Technologies, Inc.

(1) Incorporated herein by reference to Exhibit 2.1 to Thermage, Inc.’s current report on Form 8-K (File No. 001-33123), as filed with the Securities and Exchange Commission on July 11, 2008.

EX-99.2 2 a08-21381_2ex99d2.htm EX-99.2

Exhibit 99.2

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2008 by and between Reliant Technologies, Inc., a Delaware corporation (“Reliant”), and the undersigned stockholder and/or option holder and/or warrant holder (the “Stockholder”) of Thermage, Inc., a Delaware corporation (“Thermage”).

A. Thermage, Reliant, Relay Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Thermage (“Merger Sub”) and certain other parties have entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), which provides for the merger (the “Merger”) of Reliant with and into Merger Sub, pursuant to which all outstanding capital stock of Reliant will be cancelled and converted into the right to receive the consideration set forth in the Merger Agreement.

B. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such number of shares of the outstanding capital stock of Thermage, and such number of shares of capital stock of Thermage issuable upon the exercise of outstanding options and warrants, as is indicated on the signature page of this Agreement.

C. In consideration of the execution of the Merger Agreement by Reliant, the Stockholder (in his or her capacity as such) has agreed to vote the Shares (as defined below) and such other shares of capital stock of Thermage over which the Stockholder has voting power, so as to facilitate consummation of the Merger.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Certain Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

1.1 “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement.

1.2 “Person” shall mean any individual, any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization or entity, or any governmental authority.

1.3 “Shares” shall mean: (i) all securities of Thermage (including all shares of Thermage Common Stock and all options, warrants and other rights to acquire shares of Thermage Common Stock) owned by the Stockholder as of the date of this Agreement, and

(ii) all additional securities of Thermage (including all additional shares of Thermage Common Stock and all additional options, warrants and other rights to acquire shares of Thermage Common Stock) of which the Stockholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Date.

1.4 Transfer. A Person shall be deemed to have effected a “Transfer” of a security if such person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein.

2. Transfer of Shares.

2.1 No Transfer of Shares. The Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Shares to be effected other than pursuant to Section 10b5-1 plans in effect as of the date of this Agreement; provided, however, that Stockholder may (x), after the effectiveness of the Registration Statement, if Stockholder is a private equity fund, distribute Shares to its partners, members and equity holders, (y) if Stockholder is an individual, transfer the Shares to any member of Stockholder’s immediate family for estate planning purposes, and (z) transfer Shares upon the death of Stockholder (each, a “Permitted Transfer”); provided, further, that any such Transfer shall be a Permitted Transfer only if, as a precondition to such Transfer, the transferee enters into an agreement substantially similar to this Agreement with Reliant.

2.2 No Transfer of Voting Rights. The Stockholder hereby agrees that, at all times commencing with the execution and delivery of this Agreement until the Expiration Date, the Stockholder shall not deposit, or permit the deposit of, any Shares in a voting trust, grant any proxy in respect of the Shares, or enter into any voting agreement or similar arrangement or commitment in contravention of the obligations of the Stockholder under this Agreement with respect to any of the Shares.

3. Agreement to Vote Shares. Until the Expiration Date, at every meeting of stockholders of Thermage called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of Thermage with respect to any of the following, the Stockholder shall vote the Shares: (i) in favor of approval of the issuance of shares of Thermage Common Stock to be issued in the Merger; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of Thermage or any subsidiary of Thermage with any party, (B) any sale, lease or transfer of any significant part of the assets of Thermage or any subsidiary of Thermage, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Thermage or any subsidiary of Thermage, or (D) any material change in the capitalization of Thermage or any subsidiary of Thermage, or the corporate structure of Thermage or any subsidiary of Thermage. Prior to the Expiration Date, the Stockholder shall not

enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Section 3.

4. Irrevocable Proxy. In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by Stockholder of Stockholder’s duties under this Agreement, Stockholder, concurrently with the execution of this Agreement, shall execute in accordance with the provisions of applicable Delaware Law, and deliver to Reliant an irrevocable proxy, substantially in the form of Schedule 1 hereto, and irrevocably appoint Reliant or its designees, with full power of substitution, Stockholder’s attorney and proxy to vote, or if applicable, give consent with respect to the Shares in respect of any of the matters set forth in, and in accordance with the provisions of Section 3 (the “Proxy”).

5. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Reliant that:

5.1 the Stockholder is the beneficial owner of the shares of Thermage Common Stock, and the options, warrants and other rights to purchase shares of Thermage Common Stock, set forth on signature page of this Agreement, with full power to vote or direct the voting of the Shares for and on behalf of all beneficial owners of the Shares;

5.2 the Shares are free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature;

5.3 the Stockholder does not beneficially own any securities of Thermage other than the shares of Thermage Common Stock, and options, warrants and other rights to purchase shares of Thermage Common Stock, set forth on the signature page of this Agreement;

5.4 the Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement; and

5.5 this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

6. Consent and Waiver. The Stockholder (not in his or her capacity as a director or officer of Reliant) hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which the Stockholder is a party, or pursuant to any rights Stockholder may have.

7. Termination; Miscellaneous. This Agreement shall terminate and be of no further force or effect as of the Expiration Date.

7.1 Waiver. At any time and from time to time prior to the Effective Time, any party or parties hereto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, as applicable, (b) waive any inaccuracies in the representations and

warranties made to such party or parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party or parties hereto contained herein. Any agreement on the part of a party or parties hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party or parties, as applicable. Any delay in exercising any right under this Agreement shall not constitute a waiver of such right.

7.2 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Legal Requirement, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

7.3 Binding Effect; Assignment. This Agreement and all of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the Stockholder may be assigned to any other Person without the prior written consent of Reliant.

7.4 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.

7.5 Other Remedies; Specific Performance

(a) Other Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

(b) Specific Performance. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

7.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the conflict of law provisions thereof.

7.7 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

7.8 Entire Agreement. This Agreement and the other agreements referred to in this Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

7.9 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made if and when delivered personally or by overnight courier to the parties at the following addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified below (or at such other address or telecopy number for a party as shall be specified by like notice):

If to Reliant:	Reliant Technologies, Inc.
	464 Ellis Street
	Mountain View, California 94043
	Attention: Eric Stang
	Telephone No.: [( ) - ]
	Telecopy No.: [( ) - ]

With a copy to:	Cooley Godward Kronish LLP
	Five Palo Alto Square
	3000 El Camino Real
	Palo Alto, California 94306-2155
	Attention: Eric Jensen
	Gordon Ho
	Telephone No.: (650) 843-5000
	Telecopy No.: (650) 849-7400

If to Stockholder:	To the address for notice set forth on the signature page hereof.

with a copy to:	Wilson Sonsini Goodrich & Rosati
	Professional Corporation
	650 Page Mill Road
	Palo Alto, California 94304-1050
	Attention: Christopher Fennell
	Robert T. Ishii
	Telephone No.: (650) 493-9300
	Telecopy No.: (650) 493-6811

Any such notice or communication shall be deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of facsimile, on

the date sent if confirmation of receipt is received and such notice is also promptly mailed by registered or certified mail (return receipt requested), (iii) in the case of a nationally-recognized overnight courier in circumstances under which such courier guarantees next Business Day delivery, on the next Business Day after the date when sent and (iv) in the case of mailing, on the third (3rd) Business Day following that on which the piece of mail containing such communication is posted.

7.10 Headings. The section headings set forth in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement in any manner.

7.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

7.12 Fiduciary Responsibilities. Notwithstanding any other provision of this Agreement to the contrary, nothing contained in this Agreement shall limit or prohibit Stockholder in his capacity as a director or executive officer of Thermage from taking or omitting to take any action in such capacity that the Board of Directors of Thermage or executive officers are permitted to take or omit to take, pursuant to and in accordance with the terms of the Merger Agreement, and no such action taken (or omitted to be taken) by Stockholder in any such capacity shall be deemed to constitute a breach of or default under any provision of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first written above.

RELIANT TECHNOLOGIES, INC.:		STOCKHOLDER:


By:		By:
	Signature of Authorized Signatory		Signature

Name:		Name:


Title:		Title:




		Print Address


		Telephone


		Facsimile No.

		Shares beneficially owned:

				shares of Thermage Common Stock

				shares of Thermage Common Stock
		issuable upon the exercise of outstanding options, warrants or other rights

(Signature page Voting Agreement)

SCHEDULE 1

IRREVOCABLE PROXY

The undersigned stockholder of Thermage, Inc. (the “Stockholder”), a Delaware corporation (“Thermage”), hereby irrevocably (to the fullest extent permitted by law) appoints the directors on the Board of Directors of Reliant Technologies, Inc., a Delaware corporation (“Reliant”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the Shares (as defined in that certain Voting Agreement dated of even date herewith by and between Reliant and Stockholder (the “Voting Agreement”) in accordance with the terms of this Proxy. The Shares beneficially owned by Stockholder as of the date of this Proxy are listed on the final page of this Proxy. Upon the execution of this Proxy by the undersigned, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Voting Agreement.

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest, is granted pursuant to the Voting Agreement and is granted in consideration of Thermage entering into the Merger Agreement.

The attorneys and proxies named above are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of stockholders of Thermage and in every written consent in lieu of such meeting:

(i) in favor of approval of the issuance of shares of Thermage Common Stock to be issued in the Merger;

(ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement; and

(iii) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of Thermage or any subsidiary of Thermage with any party, (B) any sale, lease or transfer of any significant part of the assets of Thermage or any subsidiary of Thermage, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Thermage or any subsidiary of Thermage, or (D) any material change in the

capitalization of Thermage or any subsidiary of Thermage, or the corporate structure of Thermage or any subsidiary of Thermage.

The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided in clauses (i) through (iii) above, and Stockholder may vote the Shares on all other matters.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

[Remainder of Page Intentionally Left Blank]

*****

This Proxy is irrevocable (to the fullest extent permitted by law). This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date.

Dated: , 2008
	Signature


	Print Name


	Address


	Shares beneficially owned:

		shares of Thermage Common Stock

		shares of Thermage Common Stock issuable upon the
	exercise of outstanding options, warrants or other rights

[SIGNATURE PAGE TO PROXY]

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