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)
April 3, 2023
Cutera, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-50644 | 77-0492262 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3240 Bayshore Blvd.
Brisbane, California 94005
(Address of principal executive offices) (Zip Code)
(415) 657-5500
(Registrants 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock ($0.001 par value) | CUTR | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company 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 8.01. | Other Events |
On April 3, 2023, Cutera, Inc. (the Company) received a demand (the Special Meeting Demand) to call a special meeting of the stockholders of the Company (a Special Meeting) from the Executive Chairperson of the Board of Directors (the Board), J. Daniel Plants (Mr. Plants), to be held June 2, 2023, at 9:00 a.m. Pacific Time, at the Companys headquarters (the Demand Letter).
In the Demand Letter, Mr. Plants demanded that the Special Meeting be held prior to the Companys 2023 annual meeting of stockholders for the purpose of removing from office as directors of the Company, without cause, Gregory A. Barrett, Sheila A. Hopkins, Timothy J. OShea, Juliane T. Park, Janet D. Widmann and any other person or persons, other than Mr. Plants, David H. Mowry and Joseph E. Whitters, elected or appointed to the Board prior to or at the Special Meeting. Mr. Plants also requested that, as part of the business to be transacted at the Special Meeting, the stockholders of the Company be given the opportunity to vote upon a proposal to repeal each provision of, or amendment to, the Companys Bylaws which were adopted by the Board after April 13, 2017 without stockholder approval.
On April 6, 2023, the Board established a special committee of the Board (the Special Committee) to review the Special Meeting Demand and related matters. Consistent with its fiduciary duties, the Special Committee will carefully review the Special Meeting Demand.
The Special Committee is committed to acting in the best interests of the Company and its stockholders and will make a formal recommendation regarding the Special Meeting Demand in due course.
Additional Information and Where to Find It
If the Company determines to hold a special meeting of stockholders, the Company will file a proxy statement on Schedule 14A, an accompanying white proxy card and other relevant documents with the Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies from the Companys stockholders for such meeting. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANYS DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), IF ANY, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, IF AND WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of any definitive proxy statement of the Company, an accompanying white proxy card, any amendments or supplements thereto and other documents filed by the Company with the SEC if and when they become available at no charge at the SECs website at www.sec.gov. Copies will also be available at no charge in the SEC Filings subsection of the Companys Investor Relations website at http://ir.cutera.com or by contacting the Companys Investor Relations Department at IR@cutera.com, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Participants in the Solicitation
If the Company determines to hold a special meeting of stockholders, the Company, its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from the Companys stockholders in connection with matters to be considered at such special meeting of stockholders. Information regarding the direct and indirect interests, by security holdings or otherwise, of the Companys directors and executive officers is included in the Companys Proxy Statement on Schedule 14A for its 2022 annual meeting of stockholders, filed with the SEC on May 2, 2022, the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022 and in the Companys Current Reports on Form 8-K filed with the SEC from time to time. Changes to the direct or indirect interests of the Companys directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the definitive proxy statement for the Companys special meeting of stockholders and other relevant documents to be filed with the SEC, if and when they become available.
Forward Looking Statements
Statements contained in this filing which are not historical facts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Cutera undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents filed from time to time with the SEC by Cutera.
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 hereunto duly authorized.
CUTERA, INC. | ||||||
Date: April 7, 2023 |
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By: | /s/ VIKRAM VARMA | |||||
Vikram Varma Senior Vice President, General Counsel and Compliance Officer |