SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
SCHEDULE
TO
(Rule 13e-4)
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
Cutera, Inc.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
Options
to Purchase Common Stock, $0.001 par value
(Title
of Class of Securities)
232109108
(CUSIP
Number of Class of Securities’ Underlying Common Stock)
Kevin
P. Connors
President
and Chief Executive Officer
Cutera,
Inc.
3240
Bayshore Boulevard
Brisbane,
CA 94005
(415)
657-5500
(Name,
address and telephone numbers of person authorized to receive notices
and
communications
on behalf of filing persons)
Copies
to:
Philip
H. Oettinger, Esq.
Elton
Satusky, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto, CA 94304-1050
(650)
493-9300
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
||
|
$1,565,000
|
$87.33
|
||
|
*
|
Calculated
solely for purposes of determining the filing fee. This amount
assumes that options to purchase 936,573 shares of common stock of Cutera,
Inc. having an aggregate value of $1,565,000 as of May 29, 2009 will be
exchanged or cancelled pursuant to this offer. The aggregate
value of such options was calculated based on the Black-Scholes option
pricing model.
|
|
**
|
The
amount of the filing fee, calculated in accordance with the Securities
Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of the
value of the transaction.
|
|
x
|
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
| Amount Previously Paid: | $87.33 |
| Form or Registration No.: | Schedule TO-I |
| Filing party: | Cutera, Inc. |
| Date filed: | June 8, 2009 |
|
o
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
|
o
|
third
party tender offer subject to
Rule 14d-1.
|
|
x
|
issuer
tender offer subject to
Rule 13e-4.
|
|
o
|
going-private
transaction subject to
Rule 13e-3.
|
|
o
|
amendment
to Schedule 13D under
Rule 13d-2.
|
|
Check
the following box if the filing is a final amendment reporting the results
of the tender offer: x
|
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on June 8, 2009 (the “Schedule TO”) by Cutera, Inc., a Delaware
corporation (“Cutera” or the “Company”), in connection with the Company’s offer
to exchange certain outstanding options for new options to purchase shares of
the Company’s common stock granted under the Company’s 2004 Equity Incentive
Plan and the 1998 Stock Plan.
Only
those items amended are reported in this Amendment No. 1. Except
as specifically provided herein, the information contained in the
Schedule TO remains unchanged and this Amendment No. 1 does not modify
any of the information previously reported on the
Schedule TO. Capitalized terms not defined in this
Amendment No. 1 have the meaning given to such terms in the Schedule
TO.
|
Item
4.
|
Terms
of the Transaction.
|
Item 4
of the Schedule TO is hereby amended and supplemented to add the
following:
The
Exchange Offer, including all withdrawal rights, expired on July 6, 2009 at 9:00
p.m. Pacific Time. We have accepted for cancellation Eligible Options
to purchase 864,373 shares of the Company’s common stock, which were cancelled
as of July 6, 2009. We have issued New Options to purchase up to
447,841 shares of the Company’s common stock in exchange for the options
surrendered in the Exchange Offer.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 1 to Schedule TO is true,
complete and correct.
|
CUTERA,
INC.
|
|
|
/S/ RONALD J.
SANTILLI
Ronald
J. Santilli
Executive
Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
Date: July
9, 2009