UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 20, 2010
Cornerstone Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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000-50767
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04-3523569 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 1255 Crescent Green Drive, Suite 250, Cary, NC
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27518 |
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(Zip Code) |
Registrant’s telephone number, including area code: (919) 678-6611
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2010, the Board of Directors (the “Board”) of Cornerstone Therapeutics Inc. (the
“Company”) approved, subject to stockholder approval, an amendment and restatement of the Company’s
2004 Stock Incentive Plan, as amended (as amended and restated, the “Plan”) to increase the number
of shares of common stock authorized for issuance to a total of 3,233,922 shares, representing an
increase of 1,500,000 shares. On May 20, 2010, the Company’s stockholders approved the Plan at the
Company’s 2010 Annual Meeting of Stockholders (the “Annual Meeting”).
The Plan provides for the award of up to 3,233,922 shares of common stock to be granted
through incentive stock options intended to qualify under Section 422 of the Internal Revenue Code,
nonstatutory stock options, restricted stock awards and other stock-based awards, including the
grant of shares based upon certain conditions, the grant of securities convertible into common
stock and the grant of stock appreciation rights (collectively “Awards”). The number of shares
available for award is subject to annual increase by the Board on the first day of each fiscal year
through 2014. Each such increase may not exceed the lesser of 133,333 shares or 4% of the number of
shares of the Company’s common stock outstanding on the first day of the fiscal year in question.
If any Award expires or is terminated, surrendered, canceled or forfeited, the unused shares of
common stock covered by such award will again be available for grant under the Plan.
Notwithstanding the foregoing, however, no more than 80,000 shares of the Company’s common
stock, or such other number of shares as may be determined by a vote of the Company’s independent
directors, following a recommendation by the Compensation Committee of the Board (the “Compensation
Committee”) or any other committee designated by the Board, may be issued pursuant to all Awards
other than options or stock appreciation rights.
Officers, employees, prospective employees, directors, consultants and advisors of the Company
and its subsidiaries are eligible to be granted Awards under the Plan. The maximum number of shares
with respect to which an Award may be granted to any participant under the Plan is 500,000 shares
per calendar year.
The Plan is administered by the Board, which has delegated its authority to administer the
Plan to the Compensation Committee.
The Board is required to make appropriate adjustments in connection with the Plan and any
outstanding Awards thereunder to reflect stock dividends, stock splits and certain other events. In
the event of a merger, liquidation or other reorganization event (as defined in the Plan), the
Board is authorized to provide for outstanding options or other stock-based Awards to be assumed or
substituted for, to accelerate the Awards to make them fully exercisable prior to consummation of
the reorganization event or to provide for a cash out of the value of any outstanding options.
Except as otherwise set forth in the instrument evidencing the applicable Award, if a participant’s
employment with the Company is terminated without cause by the Company or an acquiring or successor
company or with good reason by the participant (as each of those terms is defined in the Plan)
before the first anniversary of the occurrence of a change in control event (as defined in the
Plan), then vesting of all options or restricted stock Awards held by such participant shall be
accelerated by two years so that they will become exercisable or vested as if the participant had
continued to be employed during the two year period following termination. In the case of other
stock based Awards, such as stock appreciation rights, the Board may specify the effect of a change
in control event at the time of the grant.
No Award may be made under the Plan after April 7, 2014, but Awards previously granted may
extend beyond that date. The Board may at any time amend, suspend or terminate the Plan.
A copy of the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the
Company refers you to such exhibit for the complete terms of the Plan, which are incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2010, the Company held its 2010 Annual Meeting of Stockholders to (i) elect eight
members to the Board of Directors to serve as directors until the sooner of the election and
qualification of their successors or the next annual meeting of stockholders; (ii) approve the 2004
Stock Incentive Plan, as amended and restated, to increase the number of shares authorized for
issuance thereunder; and (iii) ratify the selection by the Audit Committee of Grant Thornton LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2010. For more information about the foregoing proposals, see the Company’s proxy statement dated
April 26, 2010.
As of April 1, 2010, the record date for the Annual Meeting, there were 25,601,668 shares of
common stock issued, outstanding and entitled to vote. At the Annual Meeting, 22,791,602 shares of
common stock were represented in person or by proxy, constituting a quorum. The certified results
of the matters voted on at the Annual Meeting are set forth below.