Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 17 2013 - 4:04PM
Edgar (US Regulatory)
Filed by Palomar Medical Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act
of 1934.
Subject Company: Palomar Medical Technologies, Inc.
Commission File No.: 333-187895
The following e-mail was first sent by Palomar Medical Technologies, Inc. to it employees on June 17, 2013:
June 17, 2013
Benefit Questions
As we approach the date of the acquisition of Palomar by Cynosure, many Palomar employees have requested information regarding employee benefits. As of
today, we are still two independent companies which cannot influence each others current business practices. However, in preparation for the potential completion of the acquisition, we have reviewed existing Palomar benefits information in
comparison to Cynosures benefits information. Below we have tried to answer some of the questions raised as best as we can at this time, but please be advised that the answers are subject to change and there are limits as to what information
can be communicated at this time.
Payroll
|
ü
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Your payroll should remain the same. At the end of the year, we expect that you will receive one W-2 from the combined companies.
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Seniority
Will I retain my
Palomar seniority as a Cynosure employee?
|
ü
|
Yes. All employees will retain the same seniority.
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Vacation Policy
Will our vacation policy remain the same?
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ü
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We expect no significant changes to the vacation policy.
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Will I retain the same level of vacation time I have earned based on my years of service?
Will I retain any accrued vacation I
have?
Will I be able to rollover my accrued vacation to 2014 based on our vacation rollover policy?
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ü
|
Yes. As mentioned above, we expect no significant changes to the vacation policy.
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Benefits
Will we still have Palomars current benefits?
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ü
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Yes, but over time Palomar employees will be transitioned to Cynosures benefits. We believe Cynosures benefits are better, with the exception of the 401k
Plan match. Thus, the expectation is that your benefits, in the aggregate, will be no less than they are today.
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What are the
Cynosure benefits?
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ü
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The details will be communicated when the enrollment date is determined.
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401k Plan
Will we still have Palomars 401k Plan?
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ü
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Yes, until the end of 2013.
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|
ü
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For the period from the closing date of the acquisition (expected to be June 24) through December 31, 2013, Cynosure expects to match dollar for dollar up to
the first $3000 to the maximum contribution allowed by law.
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When will we enroll in Cynosures 401k plan?
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ü
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In January 2014, we expect our plans to be merged. By merging plans, everything rolls to the new plan with no penalties.
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What is the Cynosure 401k Plan match?
|
ü
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In the past, Cynosure has matched employee contributions dollar for dollar up to the first $3000.
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SAFE HARBOR STATEMENT
This document
contains forward-looking statements relating to employee benefits expected to be received by employees of Palomar Medical Technologies, Inc. (Palomar) following the proposed merger (the Merger) that will effectuate the
acquisition of Palomar by Cynosure, Inc. (Cynosure). These forward-looking
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statements are neither promises nor guarantees, but involve risks and uncertainties that may individually or mutually impact the matters herein, and cause actual results, events and performance
to differ materially from such forward-looking statements. These risk factors include, but are not limited to factors, which are detailed from time to time in Cynosures and Palomars reports filed with the U.S. Securities and Exchange
Commission (the SEC), including their reports on Form 10-K for the year ended December 31, 2012, as amended, any subsequently filed quarterly reports on Form 10-Q and the Cynosure Registration Statement on Form S-4 (File
No. 333-187895). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Neither Cynosure nor Palomar undertakes any obligation to release publicly the result of any
revisions to the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER WITH CYNOSURE AND WHERE TO FIND IT
In connection with the proposed Merger, Cynosure has filed with the SEC a Registration Statement on Form S-4 (File No. 333-187895), as it may
be amended from time to time, that includes a joint proxy statement/prospectus, which is a joint proxy statement of Cynosure and Palomar that also constitutes a prospectus of Cynosure. The Registration Statement was declared effective by the SEC on
May 23, 2013. Palomar and Cynosure also have filed and plan to file other relevant documents with the SEC regarding the proposed Merger.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the joint proxy statement/prospectus and other relevant
documents filed by Cynosure and Palomar with the SEC at the SECs website at www.sec.gov. You may also obtain these documents by contacting Cynosures Investor Relations Department at (617) 542-5300 or CYNO@investorrelations.com, or
by contacting Palomars Investor Relations Department at (781) 993-2411 or ir@palomarmedical.com.
Cynosure and Palomar and their
respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information about Cynosures directors and executive
officers is available in the joint proxy statement/prospectus under the heading Information About Cynosures Directors, Officers and 5% Stockholders. As of May 21, 2013, Cynosures directors and executive officers
beneficially owned approximately 2.9 million shares, or 17.0%, of Cynosures Class A common stock. Information about Palomars directors and executive officers is available in Palomars Amendment No. 1 on Form 10-K/A
filed on April 26, 2013 and in the joint proxy statement/prospectus. As of May 21, 2013, Palomars directors and executive officers beneficially owned approximately 2.5 million shares, or 11.8%, of Palomars common stock.
Additional information regarding the interests of Palomars directors and executive officers in the proposed Merger, including information relating to the acceleration of
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Palomar equity awards; the election of Joseph P. Caruso, Palomars President, Chief Executive Officer and Chairman of the Board of Directors, as Cynosures President and Vice Chairman
of the Board of Directors; amendments to existing Palomar employment agreements; a new employment agreement between Cynosure and Mr. Caruso; indemnification and insurance matters relating to Palomar directors and executive officers; and golden
parachute compensation, can be found in the joint proxy statement/prospectus under the heading Interests of Directors and Executive Officers of Palomar in the Merger. Investors should read the joint proxy statement/prospectus carefully
before making any voting or investment decisions. You may obtain free copies of these documents from Cynosure or Palomar using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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