ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On March9, 2017, the Compensation Committee of ZELTIQ approved
corporate bonuses (Bonuses) to the Executive Officers for ZELTIQs
achievement of corporate performance during 2016. The amounts of
the Bonuses were as follows:

Officer

Title

Bonus

MarkFoley

President and Chief Executive Officer

$ 1,011,463

PatrickWilliams

Former Chief Financial Officer

$ 57,113

Taylor Harris

Senior Vice President and Chief Financial Officer

$ 273,576

Keith J. Sullivan

Former Chief Commercial Officer and President, North
America

$ 456,311

ToddZavodnick

President, International

$ 439,698

Sergio Garcia

Senior Vice President, General Counsel and Secretary

$ 246,194
Item8.01. Other Events.

As previously disclosed on February 13, 2017, ZELTIQ Aesthetics,
Inc., a Delaware corporation (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with Allergan
Holdco US, Inc., a Delaware corporation (Parent), and Blizzard
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (the Merger). The Company is filing this
Current Report on Form 8-K to provide certain updates in respect
of the proposed Merger. The following information should be read
in conjunction with the preliminary proxy statement relating to
the proposed Merger (the Proxy Statement), filed by the Company
with the Securities and Exchange Commission (the SEC) on March 9,
2017, which should be read in its entirety.

Litigation Relating to the Merger

On March 13, 2017, Michael Kreindler, a purported stockholder of
the Company (the Plaintiff), filed a putative class action
complaint against the Company and the members of the Companys
Board of Directors (the Board) in the United States District
Court for the Northern District of California (the District
Court). This case is captioned Kreindler v. Zeltiq
Aesthetics, Inc.
, Case No. 17-cv-1353. The complaint alleges
that (1) the Company and the members of the Board violated
Section 14(a) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and Rule 14a-9 promulgated thereunder, by
filing the Proxy Statement, which allegedly fails to disclose
and/or misrepresents material information about the proposed
Merger, and (2) the members of the Board, as control persons of
the Company, violated Section 20(a) of the Exchange Act in
connection with the filing of the allegedly materially deficient
Proxy Statement. The Plaintiff has asked the District Court to,
among other things, (i) declare the Proxy Statement is materially
false or misleading, (ii) preliminarily and permanently enjoin
the defendants from proceeding with the proposed Merger, and (ii)
in the event the proposed Merger is consummated, rescind the
proposed Merger or grant rescissory damages. The Company believes
these claims are without merit and intends to vigorously defend
this action. The Company cannot predict the outcome of or
estimate the possible loss or range of loss from this matter. It
is possible that additional, similar complaints may be filed or
the complaint described above is amended. If this occurs, the
Company does not intend to announce the filing of each
additional, similar complaint or any amended complaint unless it
contain allegations that are substantially distinct from those
made in the pending action described above.

Cautionary Statement Regarding Forward-Looking
Statements

This Current Report on Form 8-K contains forward-looking
statements. Statements that are not historical facts, including
statements about beliefs or expectations, are forward-looking
statements. These statements are based on beliefs at the time the
Company makes the statements, and readers should not place undue
reliance on them. In some cases, readers can identify
forward-looking statements by the use of forward-looking terms
such as may, will, intend, believes, or the negative of these
terms or other comparable terms. Forward-looking statements
involve inherent risks and uncertainties, and the Company
cautions readers that a number of important factors could cause
actual results to differ materially from those contained in any
such forward-looking statement. Factors that could cause actual
results to differ materially from those described in this Current
Report on Form 8-K include, among others: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement, the inability to complete
the proposed Merger due to the failure to obtain stockholder
approval for the proposed Merger, the failure to satisfy other
conditions to completion of the proposed Merger, including that a
governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction or that the
results of the litigation matter described herein, or any other
litigation that may arise in the future, could prohibit or delay
the proposed Merger. Additional risks are described in the
Companys Annual Report on Form 10-K for the year ended December
31, 2016, and its subsequently filed reports with the Securities
and Exchange Commission (SEC). Readers are cautioned not to place
undue reliance on the forward-looking statements included in this
Current Report on Form 8-K, which speak only as of the date
hereof. The Company does not undertake to update any of these
statements in light of new information or future events.

Additional Information and Where to Find
It.

In connection with the proposed Merger, the Company has filed and
will be filing documents with the SEC, including preliminary and
definitive proxy statements relating to the proposed
transaction.The definitive proxy statement will be mailed to
Company stockholders in connection with the proposed
transaction.BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE
PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.Investors and security holders may obtain
free copies of these documents (when they are available) and
other related documents filed with the SEC at the SECs web site
at www.sec.gov, on the Companys website at www.zeltiq.com or by
contacting ZELTIQ Aesthetics Investor Relations at (925)
474-2500.

The Company, Parent and their respective directors and executive
officers may be deemed participants in the solicitation of
proxies from the stockholders of the Company in connection with
the proposed Merger.Information regarding the special interests
of the Companys directors and executive officers in the proposed
transaction has been and will be included in the proxy statement
described above.These documents are available free of charge at
the SECs web site at www.sec.gov and from ZELTIQ Aesthetics
Investor Relations as described above. Information about Parents
directors and executive officers can be found in Allergans
definitive proxy statement filed with the SEC on March 25, 2016.
You can obtain a free copy of this document at the SECs website
at www.sec.gov or by accessing Parents website at
www.allergan.com and clicking on the Investors link and then
clicking on the SEC Filings link.


About ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ)

ZELTIQ Aesthetics, Inc. is a medical technology company. The Company focuses on developing and commercializing products utilizing its controlled-cooling technology platform. Its product, the CoolSculpting System, is designed to reduce stubborn fat bulges. It sell the CoolSculpting system primarily to dermatologists, plastic surgeons, aesthetic specialists, and obstetrics and gynecology physicians. It also offers consumables, which are CoolSculpting procedure packs that are needed to perform procedures using its CoolSculpting system. CoolSculpting is a non-invasive fat reduction procedure. CoolSculpting utilizes its controlled cooling technology to selectively reduce stubborn fat bulges. The CoolSculpting system includes CoolSculpting control unit and CoolSculpting applicators. Its consumable procedure pack includes consumable CoolGels, CoolLiners and Geltraps. In addition, each consumable procedure pack includes a disposable computer cartridge that it markets as the CoolCard.

ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) Recent Trading Information

ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) closed its last trading session up +0.16 at 55.79 with 1,021,997 shares trading hands.

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