ZELTIQ AESTHETICS INC - Amended Quarterly Report

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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Zeltiq Aesthetics Inc (Form: 10-Q/A, Received: 08/07/2013 16:22:13)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 10-Q/A

(Amendment No. 1)

____________________________________________

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period to .

Commission file number: 001-35318

____________________________________________

ZELTIQ Aesthetics, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________



Delaware		27-0119051
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

4698 Willow Road, Suite 100

Pleasanton, CA 94588

(Address of principal executive offices and Zip Code)

(925) 474-2500

(Registrant’s telephone number, including area code)

____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No ý

As of April 22, 2013 , there were 35,923,752 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

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EXPLANATORY NOTE

On April 26, 2013, we filed our Form 10-Q for the period ended March 31, 2013 (“Original Filing”). This Amendment No. 1 to Form 10-Q is filed solely to refile corrected Exhibits 31.1 and 31.2 (which corrected exhibits filed herewith are dated as of the date of the original exhibits) to the Form 10-Q in accordance with Item 601(b)(31) of Regulation S-K.

Except to the extent expressly set forth herein, this Amendment speaks as of the filing date of the Original Filing and has not been updated to reflect events occurring subsequent to the original filing date. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed the certifications required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act.

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ZELTIQ Aesthetics, Inc.

INDEX



		PAGE NUMBER
Signatures		4

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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, thereunto duly authorized.



		ZELTIQ Aesthetics, Inc.

Date:	August 7, 2013	By:	/s/ Patrick F. Williams
			Patrick F. Williams
			Senior Vice President and Chief Financial Officer
			(Duly Authorized Officer, Principal Financial and Accounting Officer)

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EXHIBIT INDEX

(To Original Filing)



Exhibit No.			Description
3.1			Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of ZELTIQ Aesthetics, Inc. (incorporated by reference to Exhibit 3.2 to our registration statement on Form S-1, as amended, filed with the SEC on October 18, 2011 (Reg. No. 33 3-175514), and incorporated here by reference).
4.1			Reference is made to Exhibits 3.1 and 3.2.
4.2			Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to our registration statement on Form S-1, filed with the SEC on September 23, 2011 (Reg. No. 333-175514), and incorporated here by reference).
10.1			Cash Compensation Arrangements with Named Executive Officers (incorporated by reference to the description set forth in Item 5.02 of our Current Report on Form 8-K, filed with the SEC on March 20, 2013 (File. No. 001-35318), and incorporated here by reference).
31.1			Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
31.2			Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
32.1			Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.**
101.INS			XBRL Instance Document**
101.SCH			XBRL Taxonomy Extension Schema Document**
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB			XBRL Taxonomy Extension Label Linkbase Document**
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document**

* Filed Herewith

** Filed with the Original Filing

EXHIBIT INDEX

(To Form 10-Q/A)



Exhibit No.		Description
31.1.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.1.2		Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Exhibit 31.1

CERTIFICATION

I, Mark J. Foley, certify that:

1. I have reviewed this Form 10-Q of ZELTIQ Aesthetics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 26, 2013

/s/ Mark J. Foley

Mark J. Foley

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Patrick F. Williams, certify that:

1. I have reviewed this Form 10-Q of ZELTIQ Aesthetics, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 26, 2013

/s/ Patrick F. Williams

Patrick F. Williams

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 31.1.1

CERTIFICATION

I, Mark J. Foley, certify that:


1.	I have reviewed this Form 10-Q/A of ZELTIQ Aesthetics, Inc.; and


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

August 7, 2013

/s/ Mark J. Foley

Mark J. Foley

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.1.2

CERTIFICATION

I, Patrick F. Williams, certify that:


1.	I have reviewed this Form 10-Q/A of ZELTIQ Aesthetics, Inc.; and


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

August 7, 2013

/s/ Patrick F. Williams

Patrick F. Williams

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)