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): November 21, 2012

Cynosure, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51623	04-3125110
(State or Other Jurisdiction 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

Not applicable

(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))

Item 5.01. Changes in Control of Registrant.

On November 21, 2012, Cynosure, Inc. (the “Company”) completed a public offering pursuant to which the Company issued and sold 2,840,000 shares (240,000 of which were sold pursuant to the option of Leerink Swann LLC, as underwriter (the “Underwriter”), to purchase additional shares) of class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”), and El.En. S.p.A., an Italian corporation, as selling stockholder (the “Selling Stockholder”), sold 840,000 shares (240,000 of which were sold pursuant to Underwriter’s option to purchase additional shares) of Class A Common Stock. Immediately prior to the closing of the offering, the Selling Stockholder beneficially owned 2,938,628 shares of the Company’s outstanding class B common stock, par value $0.001 per share (“Class B Common Stock”), which represented 99.98%, of the outstanding shares of the Class B Common Stock and approximately 22.09% of the Class A Common Stock and Class B Common Stock considered together as a single class.

The Company’s Restated Certificate of Incorporation provides that until the first date on which the Selling Stockholder beneficially owns less than 20% of the aggregate number of shares of the Class A Common Stock and Class B Common Stock outstanding or less than 50% of the number of shares of the Company’s Class B Common Stock outstanding: (1) the holders of Class B Common Stock, voting separately as a single class, are entitled to elect the smallest number of directors which shall constitute a majority of the authorized number of directors of the Company (the “Class B Directors”); and (2) the holders of Class A Common Stock and Class B Common Stock, voting together as a single class, are entitled to elect the remaining directors of the Company.

Immediately following the closing of the offering, the Selling Stockholder beneficially owned 2,098,628 shares of Class A Common Stock and Class B Common Stock, considered together as a single class, representing approximately 12.98% of the Company’s outstanding shares of Class A Common Stock and Class B Common Stock, considered together as a single class. Accordingly, in connection with the closing of the offering, all of the outstanding shares of Class B Common Stock converted on a one-for-one basis into shares of Class A Common Stock. As a result, there are no shares of Class B Common Stock issued or outstanding, and the Company may not issue shares of Class B Common Stock in the future.

The closing date for the offering and the effective date of such conversion, each of which was November 21, 2012, constituted the “Class B Conversion Date” under the Company’s Restated Certificate of Incorporation, and as of such date: (1) the term of each of the Company’s four Class B Directors (Brian Barefoot, Ettore Biagioni, Andrea Cangioli and Leonardo Masotti) ended and the Company’s board of directors was reduced to three; (2) the number of authorized directors of the Company became subject to establishment exclusively by the Company’s board of directors; and (3) the holders of Class A Common Stock, which is now the only class of the Company’s capital stock outstanding, became entitled to elect all directors of the Company, and all of the Company’s directors are classified directors. As a result, effective on the Class B Conversion Date, the Selling Stockholder no longer had the authority pursuant to the Company’s Restated Certificate of Incorporation to elect a majority of the Company’s directors.

On the Class B Conversion Date, the Company’s remaining directors enlarged the size of the Company’s board from three to six members, including three vacancies. The Company’s remaining directors then filled those vacancies by electing Brian Barefoot as a Class I classified director with a term expiring in 2015, Ettore Biagioni as a Class III classified director with a term expiring in 2014, and Andrea Cangioli as a Class II classified director with a term expiring in 2013. Each of these individuals was a Class B Director of the Company prior to the Class B Conversion Date.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) As described above, on the Class B Conversion Date, under the Company’s Restated Certificate of Incorporation, the term of each of the Company’s four Class B Directors (Brian Barefoot, Ettore Biagioni, Andrea Cangioli and Leonardo Masotti) ended and the Company’s board of directors was reduced to three.

(d) As described above, on the Class B Conversion Date, the Company’s board of directors elected Brian Barefoot as a Class I classified director with a term expiring in 2015, effective immediately. Mr. Barefoot has been appointed to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company’s board of directors. He was a member of each of these committees during his previous tenure as a Class B Director.

Mr. Barefoot is 69 years old and has been a director since 2011. From 2001 to 2008, Mr. Barefoot served as Babson College president. From 1996 to 2001, Mr. Barefoot served as chairman of the board of trustees of Babson College. Mr. Barefoot serves on the boards of directors of Blue Cross Blue Shield of Massachusetts, where he is Chair of the Finance and Business Performance Committee and a member of the audit committee. Mr. Barefoot serves as a director of Array Health Solutions, Inc., a health care technology and services company based in Seattle, and as a director of BigBelly Solar, a manufacturer of solar-powered trash compactors. Mr. Barefoot is a senior advisor to Carl Marks & Co. LP, a New York-based middle market merchant bank.

As described above, on the Class B Conversion Date, the Company’s board of directors elected Ettore Biagioni as a Class III classified director with a term expiring in 2014, effective immediately. Mr. Biagioni has been appointed to the Audit Committee and Nominating and Corporate Governance Committee of the Company’s board of directors. He was a member of each of these committees during his previous tenure as a Class B Director.

Mr. Biagioni is 54 years old and has been a director since 2005. Since 2004, Mr. Biagioni has been a managing partner of Alothon Group LLC, a private equity firm which he co-founded. From 1998 to 2004, Mr. Biagioni served as head of the Latin America Private Equity Group of Deutsche Bank/Bankers Trust Company. Mr. Biagioni serves on the boards of directors of several private companies.

As described above, on the Class B Conversion Date, the Company’s board of directors elected Andrea Cangioli as a Class II classified director with a term expiring in 2013, effective immediately.

Mr. Cangioli is 46 years old and has been a director since 2002. Mr. Cangioli has served as a director and the general manager of the Selling Stockholder since 1992. Mr. Cangioli also serves on the boards of other companies affiliated with the Selling Stockholder.

The Selling Stockholder beneficially owns 2,098,628 shares of Class A Common Stock, representing approximately 12.98% of the Company’s outstanding Class A Common Stock. The Selling Stockholder’s board of directors has voting and investment power for such shares. The Selling Stockholder’s board of directors consists of eight persons, including Mr. Cangioli. Since 2002, the Company has distributed products that are developed and manufactured by the Selling Stockholder. On October 26, 2012, the Company entered into a new exclusive distribution agreement with the Selling Stockholder, which replaced the Company’s prior distribution agreements with the Selling Stockholder. The following table sets forth the Company’s payments and indebtedness to the Selling Stockholder pursuant to these distribution arrangements from January 1, 2011 to October 31, 2012:

	Payments to El.En. During Period		Trade Payables at Period End
January 1, 2011 through October 31, 2012	$	12,800,900	$	1,590,645

The Company and the Selling Stockholder are parties to that certain Underwriting Agreement, dated November 16, 2012, by and among the Company, the Selling Stockholder and the Underwriter, related to the offering.

Item 8.01. Other Events.

On November 21, 2012, the Company issued a press release announcing (a) that the Underwriter exercised its option to purchase an additional 240,000 shares of Class A Common Stock from the Company and an additional 240,000 shares of Class A Common Stock from the Selling Stockholder at the public offering price less underwriting discounts and commissions and (b) the closing of the public offering. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statement Schedules and Exhibits.

(d) Exhibits

99.1 Press Release of Cynosure, Inc. dated November 21, 2012

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: November 21, 2012	By:	/s/ Timothy W. Baker
		Timothy W. Baker
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Cynosure, Inc. dated November 21, 2012

EX-99.1

Exhibit 99.1

Scott Solomon

Vice President

Sharon Merrill

617.542.5300

CYNO@investorrelations.com

Cynosure, Inc. Announces Closing of Public Offering

Westford, Mass., November 21, 2012 – Cynosure, Inc. (NASDAQ: CYNO) (the “Company”), a leader in laser- and light-based treatments for minimally invasive and non-invasive aesthetic applications, today announced the closing of its previously announced underwritten registered public offering of class A common stock. The Company also announced that Leerink Swann LLC, the sole underwriter for the offering, exercised in full its option to purchase an additional 240,000 shares of class A common stock from the Company and an additional 240,000 shares of class A common stock from El.En. S.p.A., as selling stockholder, at the public offering price, less underwriting discounts and commissions. As a result of this option exercise, the total number of shares of class A common stock sold in the offering was 3,680,000 shares. The Company received aggregate net proceeds, after deducting underwriting discounts and commissions and other estimated offering expenses, of approximately $55.35 million.

The Company intends to use the net proceeds from the shares sold in the offering for general corporate purposes and to fund its potential acquisition of complementary products, technologies or businesses. The Company did not receive any proceeds from the sale of the shares by El.En. S.p.A.

The shares described above were offered by the Company and the selling stockholder pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on October 26, 2012. The final prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC. Copies of the final prospectus supplement and accompanying base prospectus may also be obtained from Leerink Swann LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by calling (800) 808-7525, ext. 4814.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer or sale of securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.

About Cynosure, Inc.

Cynosure, Inc. develops and markets aesthetic treatment systems that are used by physicians and other practitioners to perform non-invasive and minimally invasive procedures to remove hair, treat vascular and pigmented lesions, remove multi-colored tattoos, rejuvenate the skin, liquefy and remove unwanted fat through laser lipolysis, reduce cellulite and treat onychomycosis. Cynosure’s

products include a broad range of laser and other light-based energy sources, including Alexandrite, pulse dye, Q-switched, 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.

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Cynosure, Inc., including statements about the intended use of proceeds, 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 levels of demand for procedures performed with Cynosure products and for Cynosure products themselves, Cynosure’s ability to maintain its profitability, competition in the aesthetic laser industry, general business and economic conditions, effects of acquisitions that Cynosure has made or may make, Cynosure’s ability to develop and commercialize new products, Cynosure’s reliance on sole source suppliers, the inability to accurately predict the timing or outcome of regulatory decisions, and economic, market, technological and other factors discussed in Cynosure’s most recent Quarterly Report on Form 10-Q, which is filed with the Securities and Exchange Commission. 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, although 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.

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