0000902664-17-001729.txt : 20170322 0000902664-17-001729.hdr.sgml : 20170322 20170322171529 ACCESSION NUMBER: 0000902664-17-001729 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170322 DATE AS OF CHANGE: 20170322 GROUP MEMBERS: J. DANIEL PLANTS GROUP MEMBERS: VOCE CAPITAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUTERA INC CENTRAL INDEX KEY: 0001162461 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770492262 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80034 FILM NUMBER: 17707442 BUSINESS ADDRESS: STREET 1: 3240 BAYSHORE BOULEVARD CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 94005 MAIL ADDRESS: STREET 1: 3240 BAYSHORE BOULEVARD CITY: BRISBANE STATE: CA ZIP: 94005 FORMER COMPANY: FORMER CONFORMED NAME: ALTUS MEDICAL INC DATE OF NAME CHANGE: 20011119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Voce Capital Management LLC CENTRAL INDEX KEY: 0001563530 IRS NUMBER: 270378425 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 210 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-489-2600 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 210 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 p17-0876sc13da.htm CUTERA INC

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
(Amendment No. 1)*
 
Under the Securities Exchange Act of 1934
 

Cutera, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001

(Title of Class of Securities)
 

232109108

(CUSIP Number)
 

 

Mark Shamia

Voce Capital Management LLC

600 Montgomery Street, Suite 210

San Francisco, California 94111

(415) 489-2600

 

with a copy to:

Marc Weingarten, Esq.

Aneliya Crawford, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

March 13, 2017 …

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 
 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

… As discussed further in Item 5 below, based on information regarding the number of outstanding shares of Common Stock (defined below) of the Issuer (defined below) as of February 28, 2017 that is disclosed in the Issuer’s Annual Report, filed on Form 10-K with the Securities and Exchange Commission on March 15, 2017, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Issuer’s securities. In addition, on March 13, 2017, the Reporting Persons (defined below) sold certain shares of Common Stock, as more fully disclosed in Item 5(c).

 

 

CUSIP No. 232109108SCHEDULE 13D/APage 2 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

VOCE CAPITAL MANAGEMENT LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

California, United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

477,031 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

477,031 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

477,031 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.4%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 232109108SCHEDULE 13D/APage 3 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

VOCE CAPITAL LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

477,031 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

477,031 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

477,031 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.4%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 232109108SCHEDULE 13D/APage 4 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

J. DANIEL PLANTS

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

5,550 shares of Common Stock

8

SHARED VOTING POWER

477,031 shares of Common Stock

9

SOLE DISPOSITIVE POWER

5,550 shares of Common Stock

10

SHARED DISPOSITIVE POWER

477,031 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

482,581 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.5%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 232109108SCHEDULE 13D/APage 5 of 7 Pages

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on the Schedule 13D filed with the SEC on December 14, 2015 (the “Original Schedule 13D,” together with this Amendment No.1, the “Schedule 13D”) with respect to the common stock, par value $0.001 (the “Common Stock”), of Cutera, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
The shares of Common Stock beneficially owned by Voce Capital Management were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the shares of Common Stock beneficially owned by Voce Capital Management is approximately $5,022,270, excluding brokerage commissions.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
 
Paragraphs (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety, and Item 5(e) is hereby added, as follows:
 
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 13,866,428 shares of Common Stock outstanding as of February 28, 2017, as  reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2017 (the “10-K”).
 
As of the close of business on March 22, 2017, Voce Capital Management beneficially owned 477,031 shares of Common Stock, constituting approximately 3.4% of the shares of Common Stock outstanding. Voce Capital, as the sole managing member of Voce Capital Management, may be deemed to beneficially own the 477,031 shares of Common Stock beneficially owned by Voce Capital Management, constituting approximately 3.4% of the Shares outstanding.  Mr. Plants, as the sole managing member of Voce Capital, may be deemed to beneficially own the 482,581 shares of Common Stock Shares beneficially owned by Voce Capital Management, constituting approximately 3.5% of the Common Stock outstanding. As of the close of business on March 22, 2017, the Reporting Persons collectively beneficially owned an aggregate of 482,581 shares of Common Stock, constituting approximately 3.5% of the Common Stock outstanding.  This includes 5,550 shares of Common Stock held directly by Mr. Plants.
 
Each Reporting Person disclaims beneficial ownership with respect to any shares of the shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
 
(c) The following Reporting Person engaged in the following open market transactions with respect to the Issuer’s Common Stock during the last 60 days:

 

 

 

CUSIP No. 232109108SCHEDULE 13D/APage 6 of 7 Pages

 

 

VOCE CAPITAL MANAGEMENT

 

Transaction Date Number
of
Shares

Price

per

Share

 Type of
Transaction
03/13/2017 250,000 $20.25 Sale

 

(e) As a result of an increase in the outstanding shares of Common Stock as disclosed in the 10-K as well as the disposition of Common Stock disclosed in Item 5(c) above, the Reporting Persons ceased to be beneficial owners of more than 5% of the outstanding shares of Common Stock as of March 13, 2017.

 

 

 

CUSIP No. 232109108SCHEDULE 13D/APage 7 of 7 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 22, 2017

 

  VOCE CAPITAL MANAGEMENT LLC
     
  By: Voce Capital LLC, its Managing Member
     
  By: /s/ J. Daniel Plants
    Name: J. Daniel Plants
    Title: Managing Member
     
     
  VOCE CAPITAL LLC
     
  By: /s/ J. Daniel Plants
    Name: J. Daniel Plants
    Title: Managing Member
   
   
  /s/ J. Daniel Plants
  J. Daniel Plants