Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

September 4, 2008

Date of Report (date of earliest event reported)

 

 

THERMAGE, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33123   68-0373593

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

25881 Industrial Boulevard, Hayward, California 94545

(Address of principal executive offices)

(510) 782-2286

(Registrant’s telephone number, including area code)

N/A

(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):

 

x 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 8.01. Other Events.

On September 4, 2008, Thermage, Inc. (“Thermage”) issued a press release announcing that the Thermage board of directors, in consultation with its legal and financial advisors, unanimously determined to reject the previously announced unsolicited, non-binding proposal to acquire Thermage for $5.50 per share and that Thermage will not enter into discussions with the third party regarding its alternative acquisition proposal to the pending merger with Reliant Technologies, Inc. (“Reliant”). The Thermage board of directors determined to pursue closing the Reliant transaction as soon as possible. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1   Press Release of Thermage, Inc. dated as of September 4, 2008.

SIGNATURES

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.

 

  THERMAGE, INC.
Date: September 4, 2008   By:  

/s/    John F. Glenn

    John F. Glenn
    Chief Financial Officer