8-K

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): May 24, 2016

CYNOSURE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51623	04-3125110
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

5 Carlisle Road, Westford, MA	01886
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (978) 256-4200

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2016, Timothy W. Baker notified Cynosure, Inc. (the “Company”) of his intention to retire from his positions as President, Chief Operating Officer and Chief Financial Officer of the Company to pursue philanthropic interests.

Effective May 25, 2016, the Company’s Board of Directors (the “Board”) appointed Michael R. Davin as the Company’s President. Mr. Davin, age 58, remains the Company’s Chief Executive Officer. Mr. Davin has been the Company’s Chief Executive Officer and a director since September 2003, and became the chairman of the Board in October 2004. From 2003 to 2014, he also served as the Company’s President. From 1998 to 2003, Mr. Davin served as co-founder and vice president of worldwide sales and strategic development of Cutera, Inc., a provider of laser and other light-based aesthetic treatment systems. Prior to co-founding Cutera, Mr. Davin spent 11 years at Coherent Medical, a manufacturer of laser, optics and related equipment, in senior management positions in sales, marketing and clinical development.

The Company is engaged in a search for a Chief Financial Officer. Mr. Baker plans to continue to serve as Chief Operating Officer and Chief Financial Officer until his successor as Chief Financial Officer is appointed, and through a transition period.

A copy of a press release regarding Mr. Baker’s intention to retire is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by the Company on May 25, 2016.

SIGNATURE

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.

	CYNOSURE, INC.
Date: May 25, 2016	By:	/s/ Peter C. Anastos
		Peter C. Anastos Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the Company on May 25, 2016.

EX-99.1

Exhibit 99.1

Contact

Scott Solomon

Senior Vice President

Sharon Merrill Associates

617-542-5300

cyno@investorrelations.com

Cynosure Announces Planned Retirement of Timothy W. Baker as President, Chief Financial Officer and Chief Operating Officer

Westford, Mass., May 25, 2016 – Cynosure, Inc. (NASDAQ: CYNO) today announced that Timothy W. Baker has notified the Company that he plans to retire to pursue philanthropic interests. Mr. Baker has served as Cynosure’s President since 2014, as Chief Operating Officer since 2013, and as Chief Financial Officer since 2004. The Company has initiated a search for a CFO, and Mr. Baker plans to remain with Cynosure through the succession to help achieve a smooth transition. Michael R. Davin, the Company’s Chairman and Chief Executive Officer, has been appointed President effective today.

“Tim has been an outstanding business partner to me, and has been key to Cynosure’s growth and success during the past 12 years,” said Mr. Davin. “Tim has helped guide the Company to a strong financial and operational position, and it has been my sincere pleasure to have had the opportunity to work with him. The Board and I thank Tim for his immeasurable contributions, and we wish him all the best as he embarks on this new, fulfilling and rewarding path.”

Mr. Baker said, “I have been privileged to work with an outstanding team during my tenure at Cynosure. I thank the Board and the leadership group for their support. It’s gratifying to look back and see how far the Company has come, and Cynosure’s bright future is even more exciting. I look forward to continuing to work with the Board and the rest of the Cynosure team in the upcoming months to ensure a seamless transition.”

About Cynosure, Inc.

Cynosure develops, manufactures, and markets aesthetic treatment systems that enable plastic surgeons, dermatologists and other medical practitioners to perform non-invasive and minimally invasive procedures to remove hair, treat vascular and benign pigmented lesions, remove multi-colored tattoos, revitalize the skin, reduce fat through non-invasive and minimally invasive laser lipolysis, reduce cellulite, clear nails infected by toe fungus, ablate sweat glands and improve gynecological health. Cynosure also markets radiofrequency energy-sourced medical devices for precision surgical applications such as facial plastic and general surgery, gynecology, ear, nose, and throat procedures, ophthalmology, oral and maxillofacial surgery, podiatry and proctology. Cynosure’s product portfolio is composed of a broad range of energy sources including Alexandrite, diode, Nd:YAG, picosecond, pulse dye, Q-switched lasers, intense pulsed light and radiofrequency technology. Cynosure sells its products globally under the Cynosure, Palomar, ConBio and Ellman brand names through a direct sales force in the United States, Canada, France, Morocco, Germany, Spain, the United Kingdom, Australia, China, Japan and Korea, and through international distributors in approximately 120 other countries. For corporate or product information, visit Cynosure’s website at www.cynosure.com.

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the federal securities laws, about our business prospects and management transition. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “plans,” “intends,” “expects,” “goals” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A of Part II (Risk Factors) of our Quarterly Report on Form 10-Q for the three months ended March 31, 2016. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements contained herein after the date of this press release.

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