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cutr20170419_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

April 17, 2017

Date of Report (date of earliest event reported)

 

 

Cutera, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware

 

000-50644

 

77-0492262

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification Number)

 

3240 Bayshore Blvd.

Brisbane, California 94005

(Address of principal executive offices)

 

(415) 657-5500

(Registrant’s telephone number, including area code)

 

N/A

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

 

On April 20, 2017, Cutera, Inc. (the “Company”) issued a press release disclosing preliminary, un-audited, revenue and certain selected financial data for the first quarter of 2017. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

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

 

On April 17, 2017, Ronald J. Santilli, Executive Vice President and Chief Financial Officer, notified the Company that he intends to transition out from his position in the Company. It is expected that Mr. Santilli will remain an employee of the Company until the appointment of his successor, and that he will assist with transition matters thereafter.

 

Additional information about the management change described above is included in the Company’s press release issued on April 20, 2017, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

99.1 Press Release dated April 20, 2017 announcing preliminary financial results for first quarter of 2017 and planned management change.

 

 
 

 

SIGNATURES

 

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, thereunto duly authorized.

 

         
 

 

  

 

CUTERA, INC.
     

Date: April 20, 2017

 

  

 

/s/ James A. Reinstein
 

 

  

 

James A. Reinstein 
 

 

  

 

Chief Executive Officer

 

ex99-1.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

CONTACTS:

 

Cutera, Inc.

Ron Santilli

Chief Financial Officer

415-657-5500

 

Investor Relations

John Mills

ICR, Inc.

646-277-1254

john.mills@icrinc.com

 

Cutera Announces Preliminary Financial Results for

First Quarter of 2017 and Planned Management Change

 

Preliminary Revenue Exceeds Previous Guidance

 

BRISBANE, California, April 20, 2017 ─ Cutera, Inc. (CUTR) (“Cutera” or the “Company”), a leading provider of laser and energy-based aesthetic systems for practitioners worldwide, today announced certain preliminary, unaudited, financial results for the first quarter of 2017. The Company expects revenue will be approximately $29.0 million, which represents growth of approximately 30 percent compared to the first quarter of 2016.

 

James Reinstein, President and Chief Executive Officer stated, “Cutera delivered excellent topline results in Q1 with accelerating growth trends, which have extended to eleven consecutive quarters of double-digit growth. We achieved the highest Q1 revenue in the history of the company with near record revenue growth in North America and several international markets demonstrating renewed strength. The Cutera team continues to deliver and even exceed on expectations.”

 

The Company’s growth was driven by multiple product families with the enlighten platform, the tattoo and skin revitalization product, providing the most significant contribution. The higher than expected revenue performance provides the Company confidence to reaffirm that the loss per share is expected to be on the favorable side of the previously provided EPS guidance of ($0.06) – ($0.08).

 

Additionally, the Company announced that Executive Vice President and Chief Financial Officer, Ronald J. Santilli, will depart the company after 16 years of service. Mr. Santilli will remain in his current role and will assist with an orderly transition for up to three months following the appointment of a successor. The Company has initiated a search to identify a replacement.

 

 
 

 

 

Mr. Santilli commented, “I am honored to have served as the Chief Financial Officer of Cutera during its early stage development and being a part of the team that transformed the Company into a global market leader. This has been the most professionally rewarding experience of my career and I am proud of all that we have accomplished. Looking ahead, I believe that James and the rest of the talented leadership team will continue growing revenue, improving profits, and increasing shareholder value.”

 

The Company plans to release actual first quarter 2017 financial results on Monday, May 1, 2017 after market close.

 

 

About Cutera, Inc.

 

Brisbane, California-based Cutera is a leading provider of laser and other energy-based aesthetic systems for practitioners worldwide. Since 1998, Cutera has been developing innovative, easy-to-use products that enable physicians and other qualified practitioners to offer safe and effective aesthetic treatments to their patients. For more information, call 1-888-4CUTERA or visit www.cutera.com.

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. The forward-looking statements include preliminary, unaudited, revenue and loss per share performance for the first quarter ended March 31, 2017 and financial performance trends. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks and uncertainties, which may cause Cutera's actual results to differ materially from the statements contained herein. Potential risks and uncertainties that could affect Cutera's business and cause its financial results to differ materially from those contained in the forward-looking statements include review of our financial results for the first quarter of 2017, including consultation with our independent auditors, and others that are described in the section entitled, “Risk Factors” in its most recent Form 10-K as filed with the Securities and Exchange Commission on March 15, 2017. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Cutera undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.