Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Cynosure, Inc. Form S-1/A HTML 1.38M
9: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 140K
2: EX-4.1 EX-4.1 Specimen Stock Certificate 2 11K
3: EX-10.11 EX-10.11 Form of Reimbursement Agreement 3 15K
4: EX-10.12 EX-10.12 Option Agreement, Dated December 17, 2003 10 35K
5: EX-10.13 EX-10.13 Option Agreement, Dated May 13, 2005 10 36K
6: EX-23.1 EX-23.1 Consent of Ernst & Young LLP 1 5K
7: EX-23.2 EX-23.2 Consent of T. James Hammond, CPA 1 6K
8: EX-23.3 EX-23.3 Consent of Lattimore Black Morgan and 1 6K
Cain, Pc
‘EX-10.12’ — EX-10.12 Option Agreement, Dated December 17, 2003
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Exhibit 10.12
El.En. s.p.A.
ELECTRONIC ENGINEERING
Capital Stock:
Declared E 2,423,817.76
Subscribed and paid-in E 2,392,000.00
Via Baldanzese. 17 - 50041 CALENZANO (FI)
Tel. (055) 8826807 - Fax (055) 8632884
E-Mail: elen@elen.it Web: www.elengroup.com
ACT OF ASSIGNMENT OF OPTIONS ACCORDING TO THE REGULATIONS OF THE
"2004-2005 EMPLOYEE INCENTIVE PLAN"
Dear Sir
MIKE DAVIN
DELIVERED BY HAND
Registration Number:________
On November 13, 2003, the Board of Directors of El.En. S.p.A. has arranged to
assign to you the Options indicated hereinafter under the terms and conditions
provided herein as supplemented by the regulations of the "2004-2005 Employee
Incentive Plan" approved by the Board of Directors on said date.
[Download Table]
No. of Options 20,000 (each option gives the right to subscribe, after
payment of the subscription price, 1 Share of El.En
S.p.A)
Date of Distribution November 13, 2003
Subscription Price E 15.78 (fifteen point seventy-eight euros)
Date of Exercise on with regard to The Communication of Exercise shall
penalty of loss 10,000 Options reach the Company from November 18,
2004 through December 31, 2004, from
August 15, 2005, through September 30,
2005, from November 18, 2005 through
December 31, 2005.
with regard to The Communication of Exercise shall
10,000 Options reach the Company from August 15,
2005, through September 30, 2005, from
November 18, 2005 through December 31,
2005.
For whatever is not indicated herein, the provisions in the "Regulations of the
2004-2005 Incentive Plan" having as their object "common shares of El.En.
S.p.A." shall apply.
It is requested that a copy of this document, signed for acceptance, be
returned.
Best Regards.
The Chairman of the Board of Directors
Engineer Gabriele Clementi
The undersigned MIKE DAVIN, as an employee of Cynosure Inc., a subsidiary
of El.En. S.p.A.,
DECLARES EXPRESSLY
(a) that he accepts, as a prerequisite and essential condition of the
aforementioned assignment, all rules contained in the Regulations of the
2004-2005 Incentive Plan in favor of the employees of the El.En. Group
approved by the Board of Directors on November 13, 2003;
(b) that he agrees to respect all provisions referred to in the Regulations of
the 2004-2005 Incentive Plan;
(c) that he thoroughly understands the content of the Regulations of the
2004-2005 Incentive Plan;
(d) that he is fully aware of the risks connected with the operation as
governed by the Regulations of the 2004-2005 Incentive Plan, having
evaluated them carefully.
Best Regards.
for acceptance
Date: 12/17/03
[Employee's signature]
HAVING COMMON SHARES OF EL.EN S.P.A. AS OBJECT
INTRODUCTION
The prerequisite and purpose of these regulations and of the Incentive Plan
governed thereby is that of involving some of the employees (the "EMPLOYEES" as
hereinafter defined) of the GROUP (as hereinafter defined) in the future
economic and strategic development of said GROUP, permitting said EMPLOYEES to
participate in the economic, and not just the economic, fruits of such
development. In particular, this Incentive Plan is directed first of all toward
stimulating the EMPLOYEES of the COMPANY (as hereinafter defined) and, secondly,
toward maintaining the relationship of collaboration of the EMPLOYEES with the
GROUP, for the purpose of consolidating the technical and technological
capabilities developed by the GROUP, thereby providing the COMPANY with the
internal stability needed for successfully overcoming the difficulties of a
market in continuous growth and evolution also on the competitive level and, as
well, the industrial and managerial transition phase that is achieved both in
the stock price and in the expansion of the Company.
***
ARTICLE 1 OBJECT OF THE INCENTIVE PLAN
1.1. The option rights regulatee herein (hereinafter the "OPTIONS") are assigned
as provided herein: (i) by decision of the Extraordinary Stockholders
Meeting on July 16 (sixteen), 2002 (two thousand two) (hereinafter
"APPROBATORY DECISION") of the company El.En. S.p.A. (hereinafter defined
as the "COMPANY") whereby the power is conferred on the Board of Directors,
in accordance with Article 2443 of the Civil Code, to proceed with an
increase in capital stock up to a maximum of nominal E 124,800 (one
hundred twenty-four thousand euros) to be placed in service of an incentive
plan in favor of the employees of the Company and of the subsidiary
companies thereof (hereinafter the "GROUP"); (il) by decision of the Board
of Directors of the COMPANY made on November 13 (thirteen), 2003 (two
thousand three) which, in execution of the APPROBATORY DECISION, has
decided to increase the capital stock by total nominal maximums
of E 13,145.60; and (iv) by any subsequent decisions of increase in
capital that may be adopted by the Board of Directors in execution of the
APPROBATORY DECISION. Assignment of the OPTIONS and of the rights and
obligations relative thereto is subject to the terms and conditions
indicated in thes regulations (the "REGULATIONS").
ARTICLE 2 ASSIGNMENT OF OPTIONS FOR SUBSCRIPTION OF SHARES
2.1. The OPTIONS referred to in these REGULATIONS will be assigned exclusively
in favor of the category of Managers, Middle Managers, and Staff of the
GROUP - as employees of said GROUP - who at the time of assignment of the
OPTIONS are in an employee relationship with a company of the GROUP
(hereinafter defined collectively as the "EMPLOYEES" and each of them
individually as "EMPLOYEE").
2.2. The Board of Directors of the COMPANY, in accordance with the powers
conferred by the Extraordinary Shareholders Meeting of the COMPANY held on
July 16 (sixteen), 2002 (two thousand two), and within the maximum limits
established by said meeting, has and shall have full power to determine:
(i) to which of the MANAGERS to assign the OPTIONS, (ii) the number of
OPTIONS to be assigned to each EMPLOYEE, (iii) the terms and conditions for
exercise of the OPTIONS, all in application of these REGULATIONS.
2.3. The EMPLOYEES who are holders of the OPTIONS will have the right to
subscribe for each OPTION assigned to them one share of the COMPANY with
regular possession by paying the SUBSCRIPTION PRICE (as hereinafter
defined), of which the portion exceeding the nominal value of the shares
will be considered as surcharge.
2.4. The OPTIONS are granted free of charge to the EMPLOYEES, unless otherwise
decided by the Board of Directors.
2.5. The OPTIONS and all rights incorporated in such option rights are strictly
personal, nominative, non- transferable and non-negotiable (except for
transferability because of death, albeit within the limits referred to in
these REGULATIONS) and thus undistrainable and not usable in regard to
debts or contracts assumed by each of the EMPLOYEES vis-a-vis the GROUP or
third persons.
ARTICLE 3 MODES OF EXERCISE OF THE OPTIONS
3.1. The EMPLOYEES who are holders of the OPTIONS will have the right to
exercise said OPTIONS and to subscribe the related shares with the modes,
terms, and conditions set forth in these REGULATIONS and, in particular, by
this Article 3, supplemented as appropriate by subsequent conditions that
the Board of Directors may consider opportune to decide from time to time.
3.2. If the EMPLOYEE intends to exercise the OPTIONS, he shall communicate in
writing to the COMPANY, using the mode of communication attached to these
REGULATIONS as Attachment "A", his exercise of said OPTIONS and his own
commitment to subscribe the number of shares corresponding to the OPTIONS
and to pay the SUBSCRIPTION PRICE (such communication is hereinafter
defined as the "COMMUNICATION OF EXERCISE").
3.3. The OPTIONS may be exercised in one or more tranches as decided from time
to time by the Board of Directors, which in each act of assignment of
OPTIONS will also determine the initial and final dates for delivery to the
COMPANY of the COMMUNICATION OF EXERCISE relative to the OPTIONS assigned
from time to time.
3.4. At the time of exercise of the OPTIONS, the EMPLOYEES will have to pay the
COMPANY the SUBSCRIPTION PRICE for each of the SHARES subscribed. The
SUBSCRIPTION PRICE is determined by the Board of Directors in full respect
of what was established by the Extraordinary Shareholders Meeting on July
16 (sixteen), 2002 (two thousand two).
3.5. The exercise of the OPTIONS (hereinafter the "EXERCISE OF THE OPTIONS")
will be understood as validly effected on the date of receipt by the
Company of the COMMUNICATION OF EXERCISE together with the SUBSCRIPTION
PRICE. The date of subscription of the shares (hereinafter the "DATE OF
EXERCISE"), will be the date that will be established by the Board of
Directors.
3.6. The subscription of the shares shall take place simultaneously with the
payment in favor of the COMPANY of the total SUBSCRIPTION PRICE (i.e.,
obviously multiplied by the number of SHARES), as determined by the Board
of Directors at the time of assignment of the OPTIONS. The total
SUBSCRIPTION PRICE shall be paid to the COMPANY without burden of
commission and expenses for the COMPANY'S account. To this end, the
EMPLOYEE shall deposit with the COMPANY such amounts according to the
administrative and accounting modes that will be indicated by said COMPANY.
3.7. The COMPANY will place at the disposal of the EMPLOYEE all shares
subscribed by said EMPLOYEE as soon as possible.
3.8. The shares of the COMPANY subscribed by the EMPLOYEE (after exercise of the
OPTIONS) will have possession equal to that of the common shares of the
COMPANY as of the date of the subscription and will accordingly be provided
with the coupons current on said date.
3.9. If the COMMUNICATION OF EXERCISE is not delivered to the COMPANY between
the dates established by the Board of Directors for the exercise of the
OPTIONS assigned or the total SUBSCRIPTION PRICE due is not paid to the
COMPANY between the dates set forth in the preceding Article 3.6, the
EMPLOYEE will definitively forfeit the right to exercise the OPTIONS
assigned to him and the option rights referred to in the OPTIONS will be
understood as definitively extinct with effect of release of the
obligations assumed by the COMPANY and by the individual EMPLOYEE.
ARTICLE 4 CONTROL OF THE OPTIONS IN CASE OF TERMINATION OF THE EMPLOYEE
RELATIONSHIP
4.1. The right to exercise the OPTIONS is conditioned on the EMPLOYEE still
being an employee of the GROUPO on the date of receipt of the COMMUNICATION
OF EXERCISE.
4.2. Accordingly, it is understood that if, in the period between (i) the date
of assignment of OPTIONS and (ii) the date of receipt of the COMMUNICATION
OF EXERCISE, under the terms set forth by these REGULATIONS, or the final
date for the exercise of the option right, as established by the Board of
Directors (hereinafter "FINAL DATE"), the employee relationship between the
EMPLOYEE and the GROUP should cease due to resignation of the EMPLOYEE or
dismissal for just cause or in any case for breach attributable to the
EMPLOYEE, the EMPLOYEE will definitively forfeit the right to the exercise
of all OPTIONS assigned to him in accordance with these REGULATIONS and
will accordingly forfeit the right to subscribe the shares. Extinction of
the aforesaid rights shall take place automatically without the need of any
communication or formality and take effect from the moment of termination
of the employee relationship, represented by express agreement from the
date on which any advance notice period begins.
4.3. It is understood that if, in the period (i) between the date of assignment
of OPTIONS and (ii) the FINAL DATE, the employee relationship between the
EMPLOYEE and the GROUP should cease because of (a) death or (b) disability
such as not to permit continuation of the employee relationship or (c)
dismissal of the EMPLOYEE for reasons other than those indicated in the
preceding Article 4.2, the EMPLOYEE and/or the successors or assigns of
said EMPLOYEE shall have the right to exercise all OPTIONS assigned to the
EMPLOYEE in accordance with these REGULATIONS. Exercise of the OPTIONS may
not be done with modes other than as provided in these REGULATIONS and
other than provided from time to time by the Board of Directors during
assignment of the OPTIONS.
ARTICLE 5 OBLIGATION ON THE SHARES
5.1. The Board of Directors of the COMPANY has and shall have the power to
establish with its own decision obligations to the circulation of the
shares due in relation to the assigned OPTIONS.
ARTICLE 6 EXTRAORDINARY OPERATIONS OF THE COMPANY
6.1. The Board of Directors, in its incontrovertible judgment, may amend, in
full observance of the law, the modes and conditions of exercise of the
OPTIONS on the occasion of extraordinary operations such as, by way of
example:
(i) free increases in capital;
(ii) increases in capital for payment with issue in option of new shares, also
in service of convertible obligations or with warrants or in service of
warrants valid for their replacement and in any case all operations on
capital and/or reserves that may give rise to the removal of a negotiable
right;
(iii) reductions for losses;
(iv) merger and divestment operations of the COMPANY;
(v) distribution of extraordinary dividends of the shares;
(vi) capital reduction operations by annulment of shares, except those possibly
possessed by the COMPANY;
(vii) possible Public Offers of Acquisition or Exchange
ARTICLE 7 COMMUNICATIONS
7.1. All communications between the COMPANY and the EMPLOYEES relating to these
REGULATIONS shall be made in writing by means of registered letter with
return receipt or delivered by hand with signature of the recipient upon
receipt, and they will be understood as validly made on the date of receipt
by the recipient. Such communications shall be sent, as for the COMPANY, to
the address of the legal headquarters to the attention of the chairman of
the Board of Directors and, as for each EMPLOYEE, to the address that is
communicated by said EMPLOYEE and, lacking such communication, to the
address indicated to the COMPANY for the purposes of the employee
relationship.
ARTICLE 8 ACCEPTANCE OF THESE REGULATIONS
8.1. Signing these REGULATIONS implies full acceptance of all provisions, terms,
and conditions established and governed in said REGULATIONS.
ARTICLE 9 CHANGE IN SOCIAL SECURITY AND TAX RULES
9.1. If, due to changes taking place in the current state of the social security
and tax rules and of any other application rules or in those relative to
interpretation and application, the actuation of these REGULATIONS should
involve subsequent social security or tax burdens or those of another
nature for the COMPANY, these REGULATIONS may be modified or annulled by
the COMPANY for the portion that has not yet been executed, without the
recipients being able to have any right to indemnity or compensation for
OPTIONS not yet attributed or attributed and not yet exercised.
ARTICLE 10 MISCELLANEOUS
10.1. It is expressly stipulated that the participation of the EMPLOYEE in the
program of assignment of OPTIONS that is the object of these REGULATIONS
does not constitute nor does it cause to arise any right or expectation or
claim of any nature, even future, in relation to or in connection with the
employee relationship of the EMPLOYEE. Said relationships will continue to
be regulated by the laws and contracts in effect.
10.2. All dates set forth in these REGULATIONS shall be understood as mandatory,
with it being understood that if a date corresponds to non-working day in
Italy, said date will be automatically deferred to the immediately
following working day.
10.3. With acceptance of these REGULATIONS, the EMPLOYEES declare and
acknowledge together with the COMPANY that these REGULATIONS supersede and
replace any preceding negotiation or oral or written understanding between
the COMPANY and the EMPLOYEES in relation to generally intended incentive
plans.
10.4. Being understood what is otherwise provided in these REGULATIONS, changes
to these REGULATIONS may be made only in writing and shall be approved by
the COMPANY on the one hand and by a number of EMPLOYEES that is equal to
at least 51% (fifty-one percent) of the EMPLOYEES who have accepted these
REGULATIONS.
10.5. Neither the COMPANY nor any of the EMPLOYEES may transfer, totally or
partially, the rights and obligations deriving from these REGULATIONS,
except obviously the cases of transfer because of death.
10.6. Any information relative to the Plan, or to the agreements relative to
individual recipients, is of a strictly confidential nature and reserved
and accordingly may not be divulged, stated, and/or transferred in any
manner to the other EMPLOYEES or to third persons for the entire duration
of the Plan and for three years thereafter, except for any obligations of
law.
ARTICLE 11 APPLICABLE LAW
11.1. These REGULATIONS and, accordingly, also all rights relative to the
OPTIONS are regulated by Italian law and must be interpreted on the basis
thereof.
ARTICLE 12 ARBITRATION
12.1. Any controversy between the COMPANY, on the one hand, and every EMPLOYEE
(his successor or assign), on the other, deriving from these REGULATIONS
and from the agreements accessory thereto (including any controversy
relative to the validity, interpretation, and
application of the present arbitration clause) will be decided immediately
by ordinary arbitration of right developed by a board of three arbitrators
appointed as follows.
The first Arbitrator will be appointed by the Party initiating the
arbitration proceedings by means of notified act with invitation to the
other Party to proceed with appointment of its own. The Party to which the
invitation is directed must notify within the following 20 days the
personal particulars of the Arbitrator appointed by it. The third
Arbitrator, who will assume the charge of Chairman of the Arbitration
Board, will be designated by mutual agreement by the first two Arbitrators
already appointed by the Parties within 20 days of the appointment of the
second Arbitrator or, lacking said agreement, by the Presiding Judge of the
Court of Florence. The latter will also designate (upon request of the
petitioning party) (i) the second Arbitrator if the Party who was to assume
said designation has failed to show up on the date indicated above; and
(ii) the person called to replace any Arbitrator who has failed to show up
or has not accepted the charge, but only in the event in which said
replacement has not been made by the Party that is due to provide it or, in
the case of the Chairman, by the other two Arbitrators within 20 days from
the date on which said Arbitrator failed to show up.
The decision of the Arbitrators will be made according to law pursuant to
the applicable rules of law and will have the force and effect of a
judicial decision between the Parties in conformity with the applicable
provisions of the Code of Civil Procedure.
12.2. The arbitration proceeding will be based in Florence.
12.3. With reference to proceedings vis-a-vis the COMPANY and several EMPLOYEES,
the latter will be considered jointly as a single party for the purposes of
the arbitration proceeding.
12.4. The expenses of the arbitration proceeding will be for the account of the
Parties in accordance with the applicable decisions of the arbitration
board.
ATTACHMENT TO REGULATIONS OF THE "2004-2005 EMPLOYEE INCENTIVE PLAN" HAVING
COMMON SHARES OF THE COMPANY El.En S.p.A. AS OBJECT
Societa
El.En. S.p.A.
Via Baldanzese, 17
Calenzano (FI)
Attention: Mr. __________________
[Calenzano]
Hereby, in accordance with and for the purposes of Article 3 of the Regulations
of the 2004-2005 Employee Incentive Plan, I am forwarding you the Communication
of Exercise for ____________ Options assigned to me, providing for the payment
of the Subscription Price according to the Regulations themselves.
Accordingly, please provide for the issue of the Shares due to me in accordance
with the Options hereby exercised, according to the Regulations.
Best regards.
The employee
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 12/31/05 | | 1 | | | | | 10-K |
| | 11/18/05 | | 1 | | | | | UPLOAD |
| Filed as of: | | 11/3/05 |
| Filed on: | | 11/2/05 |
| | 9/30/05 | | 1 |
| | 8/15/05 | | 1 |
| | 12/31/04 | | 1 |
| | 11/18/04 | | 1 |
| | 11/13/03 | | 1 | | 2 |
| List all Filings |
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