Amended Statement of Beneficial Ownership (sc 13d/a)
25 Junio 2013 - 7:17AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Cynosure,
Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of
Securities)
232577205
(CUSIP Number)
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Copies to:
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Palomar Medical Technologies, Inc.
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Wilmer Cutler Pickering Hale and Dorr LLP
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15 Network Drive
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60 State Street
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Burlington, MA 01803
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Boston, MA 02109
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Attn: Patricia Davis, Esq.
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Attn: Hal J. Leibowitz, Esq.
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Telephone: (781) 993-2300
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Telephone: (617) 526-6461
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(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and Communications)
June 24, 2013
(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
¨
.
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.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 under the Securities Exchange Act of 1934 (the 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
).
(Continued on following pages)
(Page
1
of
5
Pages)
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CUSIP NO. 232577205
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13D
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Page 2 of 5
Pages
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1.
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NAMES OF REPORTING PERSONS
Palomar Medical Technologies, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14.
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TYPE OF REPORTING
PERSON
OO
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CUSIP NO. 232577205
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13D
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Page 3 of 5
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This Amendment No. 1 to Schedule 13D (Amendment No. 1) supplements
the information set forth in the Schedule 13D filed by Palomar Medical Technologies, Inc., a Delaware corporation (Old Palomar), on March 21, 2013 (the Schedule 13D) with respect to shares of Class A common stock,
par value $0.001 per share (Issuer Common Stock), of Cynosure, Inc., a Delaware corporation (the Issuer). This Amendment No. 1 is being filed by Palomar Medical Technologies, LLC, a Delaware limited liability company, as
the successor to Old Palomar (New Palomar).
References herein to the Merger Agreement refer to the
Amended and Restated Agreement and Plan of Merger, dated as of May 15, 2013, among the Issuer, Old Palomar and Commander Acquisition, LLC (the Merger Subsidiary). Capitalized terms used but not otherwise defined herein have the
respective meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below
shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplemented as follows:
ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following at the end of the discussion:
On June 24, 2013, the stockholders of Old Palomar adopted the Merger Agreement and the stockholders of the Issuer approved the issuance of shares of Issuer Common Stock to Old Palomar stockholders
pursuant to the Merger. On June 24, 2013, Old Palomar and the Issuer completed the Merger, with Old Palomar merging with and into the Merger Subsidiary and New Palomar surviving the Merger as a wholly-owned subsidiary of the Issuer in
accordance with the Merger Agreement, as described in Item 4. At the Effective Time, each of the Buyer Stockholder Agreements, as described in Item 4, terminated in accordance with its terms.
ITEM 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following at the end of the discussion:
On June 24, 2013, the stockholders of Old Palomar adopted the Merger Agreement and the stockholders of the Issuer approved the issuance of shares of Issuer Common Stock to Old Palomar stockholders
pursuant to the Merger. On June 24, 2013, Old Palomar and the Issuer completed the Merger, with Old Palomar merging with and into the Merger Subsidiary and New Palomar surviving the Merger as a wholly-owned subsidiary of the Issuer, and
pursuant to the Merger Agreement, each share of Palomar common stock, par value $0.01 per share (including each outstanding preferred stock purchase right under Old Palomars Amended and Restated Rights Agreement, dated as of October 28,
2008, attached to each such share), issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive (i) a cash amount equal to $6.825, without interest, and (ii) 0.2819 validly issued,
fully-paid and non-assessable shares of Issuer Common Stock.
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CUSIP NO. 232577205
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13D
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Page 4 of 5
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At the Effective Time, each of the Buyer Stockholder Agreements, as described in
Item 4, terminated in accordance with its terms.
ITEM 5. Interest in Securities of the Issuer
Item 5(e) of the Schedule 13D is hereby amended and replaced in its entirety with the following:
(e) On June 24, 2013, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of
Issuer Common Stock.
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CUSIP NO. 232577205
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13D
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Page 5 of 5
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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.
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Dated: June 25, 2013
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PALOMAR MEDICAL TECHNOLOGIES, LLC
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By:
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/s/ Timothy W. Baker
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Name:
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Timothy W. Baker
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Title:
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Manager
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Cynosure (NASDAQ:CYNO)
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