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
January 3, 2011
Date of Report (date of earliest event reported)
Cutera, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-50644
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77-0492262
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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):
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
On January 5, 2011, Cutera, Inc. (the “Company”) announced that it had appointed Leonard C. DeBenedictis to serve as Chief Technology Officer of the Company.
Mr. DeBenedictis’ annual base salary will be $312,000. Additionally, Mr. DeBenedictis will be eligible to receive quarterly cash bonus payments at a target participation rate of 50% of his quarterly salary under the Company’s Management Bonus Program. In addition, Mr. DeBenedictis is also eligible to receive quarterly cash payments under the Company’s Discretionary Profit Sharing Program. In addition, the Company agreed to pay Mr. DeBenedictis a one-time special bonus of $50,550 that would become payable four months after Mr. DeBenedictis’ start date, assuming he is in good standing with the Company at that time. The Company’s Board of Directors granted Mr. DeBenedictis an option to pur
chase 100,000 shares of the Company’s common stock at $8.75 per share, which was the fair market value on the date of grant. These options are subject to vesting over a period of three years with one-third cliff vesting after twelve months of the start date and 1/36th vesting per month thereafter.
Pursuant to the terms of his employment offer letter, the Company will enter into a change of control and severance agreement with Mr. DeBenedictis. The terms and conditions of such change of control and severance agreement shall be substantially similar to the terms and conditions of the change of control and severance agreement the Company entered into with its Chief Financial Officer. Such change of control and severance agreement provides that if a named executive officer’s employment with the Company is terminated by the Company without cause or by the executive for good reason either prior to 3 months before or after 12 months following a change of control of the Company but not in connection with a change of control, the executive will receive, subject to signing a release of claims in favor of the Company, (i) a lump sum severance payment equal to 100% of the annual base salary as in effect immed iately prior to such termination; and (ii) up to 12 months of reimbursement for premiums paid for COBRA coverage. Such change of control and severance agreement also provides that if an executive’s employment with the Company is terminated by the Company without cause or by the executive for good reason and such termination occurs within the period beginning 3 months before, and ending 12 months following, a change of control of the Company and in connection with a change of control, the executive will receive, subject to signing a release of claims in favor of the Company, (i) a lump sum severance payment equal to 100% of the annual base salary as in effect immediately prior to such termination or, if greater, at the level in effect immediately prior to the change of control; (ii) a lump sum severance payment equal to 100% of the executive’s annual target bonus for the fiscal year in which the termination occurs or, if greater, executive’s annual target bonus in effect immediately prior to the change of control; (iii) automatic vesting in full of all outstanding and unvested equity awards held by the executive as of the date of the change of control; and (iv) up to 12 months of reimbursement for premiums paid for COBRA coverage.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Cutera, Inc. dated January 5, 2011
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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.
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CUTERA, INC.
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Date: January 6, 2011.
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By:
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/s/ Ronald J. Santilli
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Ronald J. Santilli
Executive Vice President and Chief Financial Officer
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FOR IMMEDIATE RELEASE
CONTACTS:
Cutera, Inc.
Ron Santilli
Chief Financial Officer
415-657-5500
Investor Relations
John Mills
Integrated Corporate Relations, Inc.
310-954-1100
john.mills@icrinc.com
Cutera Appoints Len DeBenedictis as Chief Technical Officer; and
Michael Poole as Vice President of North American Sales
BRISBANE, Calif., January 5, 2011-- Cutera, Inc. (NASDAQ: CUTR), a leading provider of laser and other energy-based aesthetic systems for practitioners worldwide, today announced the appointment of Len DeBenedictis as Chief Technical Officer and Michael Poole as Vice President of North American Sales.
Kevin Connors, President and CEO of Cutera stated, “We are excited to have Len in this critical role leading our research and product development efforts. He has over 20 years of laser and light-based industry experience, including most recently serving as Chief Technology Officer at Solta Medical, Inc., that acquired Reliant Technologies in 2008, where Len was a co-founder. We are committed to developing innovative solutions for the aesthetics market and Len has an outstanding background to lead our research and development efforts. Len is an internationally respected inventor with approximately 25 issued US patents and 55 pending patents. His addition complements and further strengthens our existing team and reflects our
continued commitment to investing in product research and development.”
“Scott Davenport, who has been with Cutera since 2003, will continue in his role as Vice President of Research and Development and will report to Len. Scott, with his key technical and leadership skills, has been instrumental with many product introductions, including, the recent launch of the Genesis Plus and the upcoming vascular product launch at the American Academy of Dermatology next month.”
“We are also pleased to announce the return of Michael Poole as Vice President of North American sales. He has over 17 years of a broad range of sales experience, a solid track record of sales and leadership success, and an in-depth knowledge of the laser and light-based industry. Most recently, Michael served as Director of US Sales with Syneron Medical Ltd. Prior to that, he was with Cutera from 2004 to 2008, first as an accomplished sales representative and then was promoted into sales management. Michael takes over from Chris West, who has returned to Japan in an expanded role to lead our Pacific Rim operations, which have become an increasingly important part of our business. We appreciate Chris’ leadership and support in ma
naging North American sales since July 2009, while continuing to achieve record revenue in Japan. With these changes, we have significantly strengthened our distribution channels in these regions of the world.”
Mr. Connors concluded, “We are pleased to have both Len and Michael join our executive management team and believe they help position us for growth in 2011 and beyond.”
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 the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning the impact of hiring new management on Cutera's ability to develop and commercialize existing and new products and applications and expectations regarding the growth of our company are forward-looking statements within the meaning of the Safe Harbor. 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 finan
cial results to differ materially from those contained in the forward-looking statements are described in the section entitled, “Risk Factors,” in its most recent Form 10-Q as filed with the Securities and Exchange Commission on November 1, 2010. 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.
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