8-K

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 14, 2006

Cynosure, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51623	04-3125110
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

5 Carlisle Road, Westford, MA	01886
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02.  Results of Operations and Financial Condition
	Item 9.01.  Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE ISSUED BY THE COMPANY ON FEBRUARY 14, 2006

Item 2.02.  Results of Operations and Financial Condition

     On February 14, 2006, Cynosure, Inc. announced its financial results for the year and quarter ended December 31, 2005. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in 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.  Financial Statements and Exhibits

     (d)    Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1     Press Release issued by the Company on February 14, 2006.

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.

	CYNOSURE, INC.
Date: February 14, 2006	By:	/s/ Timothy W. Baker
		Timothy W. Baker
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the Company on February 14, 2006

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact:
Jason Fredette
Vice President
Sharon Merrill Associates, Inc.
617-542-5300
cyno@investorrelations.com

CYNOSURE REPORTS RECORD REVENUE AND STRONG PROFITABILITY
FOR FOURTH QUARTER AND FULL YEAR 2005

Westford, Massachusetts — February 14, 2006 — Cynosure, Inc. (Nasdaq: CYNO), a leading developer and manufacturer of a broad array of light-based aesthetic treatment systems, today announced financial results for the fourth quarter and year ended December 31, 2005.

Fourth-Quarter Financials

(in millions except per share data and	Fourth Quarter			Fourth Quarter
percentages)	2005			2004			Change
Total revenue		$ 16.1			$ 2.2			32	%
Gross margin		55.9	%		49.1	%	680 basis pts.
Operating income		$ 1.7			$ 0.1			1937	%
Operating margin		10.6	%		0.7	%	990 basis pts.
Net income		$ 2.5	*		$ 0.8			212	%
Diluted EPS		$ 0.29	*		$ 0.12			142	%
Cash and cash equivalents		$ 64.6			$ 4.0			1515	%

* Includes a $1.3 million deferred income tax benefit.

“Cynosure’s initial quarter as a public company was very successful from a business perspective,” said Cynosure President and Chief Executive Officer Michael Davin. “During the fourth quarter, we continued to record strong growth in revenue, gross margin and net income.”

Davin continued, “Our success can be attributed to several factors. The first is the strength of our four flagship products, each of which has been introduced to the market during the past 24 months. Sales of these products during the fourth quarter continued to be strong as laser sales in North America and international markets increased 48% and 43%, respectively, over the fourth quarter of 2004. We also continued to benefit from the expansion of our distribution channel as we increased our direct sales force in North America 41% during 2005. We further improved our gross margins due in large part to increased shipments of our new flagship product workstations, ongoing cost control initiatives and our recent shift to a modular manufacturing approach.”

5 Carlisle Road
Westford, MA 01886

Phone: 800-886-2966 FAX: 978-256-6556
www.cynosurelaser.com

Business Highlights

In recent months, Cynosure has:

• Completed a successful initial public offering. The company’s 5.75 million share offering, which included a 750,000 share overallotment and 1,000,000 shares that were sold by El.En. S.p.A., yielded net proceeds to Cynosure of approximately $64 million. This provides the company with increased flexibility to pursue its growth initiatives.

• Announced the introduction of its new Affirm^TM product, a multi-energy system for anti-aging, including treatments for wrinkles, skin texture and discoloration. Utilizing a proprietary delivery system, Affirm is the first product to combine multiple energy sources in one platform to provide treatment for wrinkles, micro-rejuvenation and skin discoloration.

• Received pre-market approval from the Korea Food and Drug Administration for the Apogee Elite^TM, Cynosure’s two-in-one laser hair removal system. Cynosure believes that the potential market opportunity in Korea may exceed 40 million consumers.

• Gained Class II medical device license approval from Health Canada to market and sell its laser-based TriActive^TM LaserDermology^SM System over the counter in Canada. The TriActive system is Cynosure’s flagship product for the temporary reduction in the appearance of cellulite.

Full-Year Financials

(in millions except per share data	Full Year			Full Year
and percentages)	2005			2004			Change
Total revenue	$	56.3		$	41.6			35	%
Gross margin		54.1	%		50.8	%	330 basis pts.
Operating income	$	4.6		$	1.2			281	%
Operating margin		8.2	%		2.9	%	530 basis pts.
Net income	$	4.2	*	$	5.3	**		-21	%
Diluted EPS	$	0.54	*	$	0.92	**		-41	%

* Includes a $1.3 million deferred income tax benefit.
** Includes a $3.0 million gain on sale of investment.

Davin said, “We accomplished a number of financial milestones in 2005 as our revenue increased 35% year-over-year and our operating margin increased to 8% of revenue. During 2006, we plan to expand Cynosure’s growth potential and operating leverage by investing aggressively in our sales and marketing efforts to capitalize on our long-term opportunities both domestically and abroad. We also expect to continue our distinguished record of innovation at Cynosure.

“We think the global market for light-based aesthetic lasers has been increasing by 20 percent annually, making it one of today’s most dynamic industries. Through our investment in Cynosure’s technology and distribution channels, we believe we are positioned to take advantage of this market growth while improving our margins and profitability,” Davin concluded.

5 Carlisle Road
Westford, MA 01886

Phone: 800-886-2966 FAX: 978-256-6556
www.cynosurelaser.com

Conference Call

Cynosure will host a conference call for investors this morning at 9:00 a.m. ET. On the call, President and Chief Executive Officer Michael Davin and Executive Vice President and Chief Financial Officer Timothy Baker will discuss Cynosure’s fourth-quarter and year-end 2005 financial results, as well as its business outlook and growth strategy.

Those who wish to listen to the conference call webcast should visit the “Investors” section of the company’s website at www.cynosurelaser.com. The live call also can be accessed by dialing (888) 349-5690 or (706) 643-3945 (conference ID: 4272062) prior to the start of the call. If you are unable to listen to the live call, the webcast will be archived on the company’s website.

About Cynosure, Inc.

Cynosure, Inc. develops and markets aesthetic laser treatment systems that are used by physicians and other practitioners to perform non-invasive procedures to remove hair, treat vascular lesions, rejuvenate skin through the treatment of shallow vascular and pigmented lesions and temporarily reduce the appearance of cellulite. Cynosure’s products include a broad range of laser and other light-based energy sources, including Alexandrite, pulse-dye, Nd:YAG and diode lasers, as well as intense pulsed light. Cynosure was founded in 1991.

For corporate or product information, contact Cynosure at 800-886-2966, or visit www.cynosurelaser.com.

Safe Harbor

Any statements in this press release about future expectations, plans and prospects for Cynosure, Inc., including statements about the company’s expectations future financial performance and market growth, as well as other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including Cynosure’s history of operating losses, its reliance on sole source suppliers, competition in the aesthetic laser industry, economic, market, technological and other factors discussed in Cynosure’s Registration Statement on Form S-1, as amended, filed with the SEC. In addition, the forward-looking statements included in this press release represent Cynosure’s views as of the date of this press release. Cynosure anticipates that subsequent events and developments will cause its views to change. However, while Cynosure may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Cynosure’s views as of any date subsequent to the date of this press release.

5 Carlisle Road
Westford, MA 01886

Phone: 800-886-2966 FAX: 978-256-6556
www.cynosurelaser.com

Condensed Consolidated Balance Sheets

(In thousands)

	December 31,
	2005		2004
Assets:
Cash and cash equivalents	$	64,646	$	4,028
Accounts receivable, net		13,552		8,410
Amounts due from related parties		72		—
Inventories		14,140		9,871
Deferred tax asset, current portion		1,804		—
Prepaid expenses and other current assets		737		962
Total current assets		94,951		23,271
Property and equipment, net		4,424		3,733
Long-term investment		257		257
Other noncurrent assets		536		740
Total assets	$	100,168	$	28,001
Liabilities and stockholders’ equity:
Short-term loan	$	161	$	205
Accounts payable and accrued expenses		10,682		10,219
Amounts due to related parties		960		1,203
Deferred revenue		3,626		848
Capital lease obligations		295		118
Total current liabilities		15,724		12,593
Capital lease obligations, net of current portion		814		476
Deferred revenue, net of current portion		123		—
Other long-term liabilities		42		—
Minority interest in consolidated subsidiary		314		292
Total stockholders’ equity		83,151		14,640
Total liabilities and stockholders’ equity	$	100,168	$	28,001

Condensed Consolidated Statements of Income

(In thousands, except per share data)

	Three months ended December 31,						Year ended December 31,
	2005			2004			2005			2004
	(Unaudited)
Revenues	$	16,141		$	12,226		$	56,262		$	41,633
Cost of revenues		7,119			6,220			25,843			20,465
Gross profit		9,022			6,006			30,419			21,168
Operating expenses
Selling and marketing		5,059			3,924			17,230			12,590
Research and development		858			939			3,173			3,139
General and administrative		1,314			1,031			4,999			4,092
Stock-based compensation		80			28			406			136
Total operating expenses		7,311			5,922			25,808			19,957
Income from operations		1,711			84			4,611			1,211
Gain on sale of investment		—			—			—			3,019
Other income (expense), net		3			289			(279	)		854
Income before income taxes and minority interest		1,714			373			4,332			5,084
Income tax (benefit) provision		(827	)		(402	)		102			(276	)
Minority interest in net income of subsidiary		12			21			70			64
Net income	$	2,529		$	754		$	4,160		$	5,296
Diluted net income per share	$	0.29		$	0.12		$	0.54		$	0.92
Diluted weighted average shares outstanding		8,814			6,503			7,715			5,773
Basic net income per share	$	0.34		$	0.12		$	0.64		$	0.93
Basic weighted average shares outstanding		7,395			6,205			6,522			5,700