Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 25 2013 - 8:35AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 25, 2013
Registration No. 33-87908
Registration No. 33-97710
Registration No. 333-18347
Registration No. 333-33390
Registration No. 333-55821
Registration No. 333-57403
Registration No. 333-57580
Registration No. 333-115719
Registration No. 333-144727
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-87908
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-97710
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-18347
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-33390
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-55821
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-57403
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-57580
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-115719
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-144727
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PALOMAR MEDICAL TECHNOLOGIES, LLC
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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32-0404990
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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15 Network Drive
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Burlington, Massachusetts
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01803
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(Address of Principal Executive Offices)
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(Zip Code)
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Palomar Medical Technologies, Inc. 1991 Stock Option Plan
Palomar Medical Technologies, Inc. 1993 Stock Option Plan
Palomar Medical Technologies, Inc. 1995 Stock Option Plan
Palomar
Medical Technologies, Inc. Stock Compensation Plan
Professional Consulting Agreement As Amended-Francis R. Shottes
Professional Consulting Agreement As Amended-Joseph E. Levangie
Professional Consulting Agreement-R. Rox Anderson
Professional Consulting Agreement-H. Thomas Aretz
Key Employment
Agreement As Amended-Steven Georgiev
Key Employment Agreement As Amended-Michael Smotrich
Key Employment Agreement As Amended-Joseph P. Caruso
Palomar Medical Technologies, Inc. 401(k) Plan
Professional Consulting
Agreement As Amended-Charles M. LaLoggia
Palomar Medical Technologies, Inc. 1996 Stock Option Plan
Palomar Medical Technologies, Inc. 1996 Employee Stock Purchase Plan
Director and Employee Warrants
Palomar Medical Technologies, Inc. 1998 Incentive and Nonqualified Stock Option Plan
Officer Warrants
Palomar Medical Technologies, Inc. 2004 Stock Incentive
Plan
Warrants to Purchase Common Stock of Palomar Medical Technologies, Inc.
Palomar Medical Technologies, Inc. 2007 Stock Incentive Plan
(Full Title
of the Plan)
Michael R. Davin
5 Carlisle Road
Westford, Massachusetts 01886
(Name and
Address of Agent For Service)
(978) 256-4200
(Telephone
Number, Including Area Code, of Agent For Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) is being filed by Palomar Medical Technologies, LLC, a Delaware
limited liability company (New Palomar), as successor to Palomar Medical Technologies, Inc. (Old Palomar). On March 17, 2013, Old Palomar entered into an Agreement and Plan of Merger, as amended and restated by an
Amended and Restated Agreement and Plan of Merger, dated as of May 15, 2013 (as so amended and restated, the Merger Agreement), with Cynosure, Inc., a Delaware corporation (Cynosure), and New Palomar (formerly Commander
Acquisition, LLC), a wholly-owned subsidiary of Cynosure, pursuant to which Old Palomar merged with and into New Palomar (the Merger), with New Palomar surviving as a wholly-owned subsidiary of Cynosure at the effective time of the
Merger. The Merger was completed on June 24, 2013.
This Post-Effective Amendment relates to the following Registration
Statements filed with the Securities and Exchange Commission by Old Palomar on Form S-8 (collectively, the Registration Statements):
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Registration Statement No. 33-87908 registering an aggregate of 2,850,000 shares of common stock, par value $0.01 per share (Common
Stock), of Old Palomar for issuance under Old Palomars 1991 Stock Option Plan, Old Palomars 1993 Stock Option Plan, Old Palomars 1995 Stock Option Plan and Old Palomars Stock Compensation Plan;
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Registration Statement No. 33-97710 registering an aggregate of 1,345,000 shares of Common Stock for issuance under various common stock purchase
warrants, under Old Palomars 401(k) Plan and for consulting services rendered;
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Registration Statement No. 333-33390 registering an aggregate of 157,143 shares of Common Stock for issuance under Old Palomars 401(k) Plan;
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Registration Statement No. 333-18347 registering an aggregate of 3,500,000 shares of Common Stock for issuance under Old Palomars 1996 Stock
Option Plan and Old Palomars 1996 Employee Stock Purchase Plan; and, as amended by Post-Effective Amendment No. 1, registering an additional 3,500,000 shares of Common Stock reserved for issuance under Old Palomars 1996 Stock Option
Plan and Old Palomars 1996 Employee Stock Purchase Plan;
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Registration Statement No. 333-55821 registering an aggregate of 4,980,000 shares of Common Stock for issuance under Old Palomars Director
and Employee Warrants, Old Palomars 1998 Incentive and Nonqualified Stock Option Plan and Old Palomars 401(k) Plan;
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Registration Statement No. 333-57403 registering an aggregate of 400,000 shares of Common Stock for issuance pursuant to various common stock
purchase warrants issued to certain Old Palomar officers;
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Registration Statement No. 333-57580 registering an aggregate of 1,060,000 shares of Common Stock for issuance under Old Palomars 401(k)
Plan and Old Palomars 1996 Employee Stock Purchase Plan;
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Registration Statement No. 333-115719 registering an aggregate of 4,180,000 shares of Common Stock (together with each right (each
Right) to purchase Old Palomars Series A participating cumulative preferred stock under Old Palomars rights agreement, dated as of April 20, 1999, as amended and restated on October 28, 2008, attached to each such
share) for issuance under Old Palomars 2004 Stock Incentive Plan and Old Palomars Warrants to Purchase Common Stock; and
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Registration Statement No. 333-144727 registering an aggregate of 1,000,000 shares of Common Stock (together with each Right attached to each such
share) for issuance under Old Palomars 2007 Stock Incentive Plan.
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In connection with the Merger, any offering of securities pursuant to the Registration
Statements was terminated. In accordance with an undertaking made by Old Palomar in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance
that remain unsold at the termination of the offering, New Palomar, as successor to Old Palomar, hereby removes from registration all of such securities registered under the Registration Statements that remain unsold as of the date of this
Post-Effective Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westford, the Commonwealth of Massachusetts, on this 25th day of June, 2013.
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PALOMAR MEDICAL TECHNOLOGIES, LLC
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By:
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/s/ Michael R. Davin
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Michael R. Davin
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Chief Executive Officer and Manager
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Michael R. Davin
Michael R. Davin
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Chief Executive Officer and Manager
(Principal Executive Officer)
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June 25, 2013
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/s/ Timothy W. Baker
Timothy W. Baker
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Chief Financial Officer and Manager
(Principal Financial Officer and Principal Accounting Officer)
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June 25, 2013
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