SEC – ‘UPLOAD’ from 11/9/05 re: Cynosure Inc – ‘LETTER’

On:  Wednesday, 11/9/05, at 10:45am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  7/14/06   ·   Accession #:  0-5-56863

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   2±    11K 


Mail Stop 6010                                                                  
November 9, 2005                                                    

Michael R. Davin                                                                
Cynosure, Inc.                                                                  
5 Carlisle Road                                                                 
Westford, MA 01886                                                              

Re:     Cynosure, Inc.                                                          
Registration Statement on Form S-1                                  
Amendment No. 1                                                     
Filed November 3, 2005                                              
File No. 333-127463                                             

Dear Mr. Davin:                                                                 

We have reviewed your filing and have the following                 
comments.                                                                       
Where indicated, we think you should revise your document in                    
response                                                                        
to these comments.  If you disagree, we will consider your                      
explanation as to why our comment is inapplicable or a revision is              
unnecessary.  Please be as detailed as necessary in your                        
explanation.                                                                    
In some of our comments, we may ask you to provide us with                      
information so we may better understand your disclosure.  After                 
reviewing this information, we may raise additional comments.                   

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or any other aspect               
of                                                                              
our review.  Feel free to call us at the telephone numbers listed               
at                                                                              
the end of this letter.                                                         

Summary, page 1                                                                 
Our Dual Class Capital Structure, page 4                                        
1. Quantify the number of shares of common stock El.En. holds                   
before                                                                          
the offering, and explain what El.En. will receive upon                         
conversion.                                                                     
It appears that it will hold 1,000,000 Class A shares, which it                 
will                                                                            
sell in the offering, and 3,888,628 Class B shares.                             

Risk Factors - page 9                                                           
We man incur substantial expenses...- page 13                                   

2. In connection with the second paragraph, please revise to                    
clarify                                                                         
that the TCPA is a federal statute.  Briefly describe who may seek              
enforcement of its provisions and the venue(s) in which remedies                
may                                                                             
be pursued.                                                                     

Dilution, page 28                                                               

3. Please reconcile the disclosure in the dilution table with the               
disclosure in the first paragraph on page 83, where you state that              
in                                                                              
May 2002 you sold 3,327,960 common shares for $11.3 million to                  
El.En.                                                                          

Litigation, page 70                                                             

4. We refer to the discussion of the litigation under the                       
Telephone                                                                       
Consumer Protection Act.  Tell us why the notes to financial                    
statements should not present separate disclosure about this                    
matter.                                                                         
Explain how you have considered the disclosure requirements of                  
SFAS                                                                            
5, SOP 94-6 and SAB Topic 5-Y.                                                  

Management - page 71                                                            

5. For Mr. Robinson and for Mr. Voijta, please clarify their                    
business                                                                        
experience over that last five years by stating dates of                        
employment                                                                      
or other business activity.                                                     

You may contact Gary Todd at (202) 551-3605 if you have             
questions regarding comments on the financial statements and                    
related                                                                         
matters.  Please contact Alan Morris at (202) 551-3601 or me at                 
(202)                                                                           
551-3800 with any other questions.                                              

          Sincerely,

            Peggy Fisher
                  Assistant Director

cc.  Corey C. Dufresne (Wilmer Cutler-Boston)                                   
Via FAX (617) 526-5000                                                          
Michael R. Davin                                                                
Cynosure, Inc.                                                                  
November 9, 2005                                                                
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		7/14/06		CORRESP,  UPLOAD
Filed on:		11/9/05		UPLOAD
		11/3/05		S-1/A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/05  Cynosure Inc.                     S-1/A¶     11/02/05    9:2.1M                                   Bowne of Boston/FA