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): June 26, 2009
Cornerstone Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-50767
(Commission
File Number)
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04-3523569
(IRS Employer
Identification No.) |
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1255 Crescent Green Drive, Suite 250, Cary, NC
(Address of Principal Executive Offices)
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27518
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Stockholders Agreement
On June 26, 2009, Cornerstone Therapeutics Inc. (the “Company”), Chiesi Farmaceutici SpA,
Craig A. Collard, the Company’s President and Chief Executive Officer, Steven M. Lutz, the
Company’s Executive Vice President, Manufacturing and Trade, Cornerstone Biopharma Holdings, Ltd.,
Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership executed an Amendment to
Stockholders Agreement (the “Amendment to Stockholders Agreement”) relating to the Stockholders Agreement, dated as
of May 6, 2009, by and among the Company, Chiesi Farmaceutici SpA, Craig A. Collard, Steven M.
Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited
Partnership (the “Stockholders Agreement”).
The
Amendment to Stockholders Agreement provides that Annex A to the Stockholders Agreement is replaced by Annex A of the
Amendment to Stockholders Agreement.
The foregoing description is qualified in its entirety by reference to the full text of the
Stockholders Agreement and the Amendment to Stockholders Agreement,
which are filed with this Form 8-K as Exhibits 10.1 and
10.2, respectively.
Amendment No. 1 to Amended and Restated Executive Employment Agreement
On June 26, 2009,
the Company and David Price, the Company’s
Executive Vice President, Finance, Chief Financial Officer, Treasurer and Secretary, executed an
Amendment No. 1 to Amended and Restated
Executive Employment Agreement (the “Amendment to Amended and Restated Executive Employment Agreement”) relating to
the Amended and Restated Executive Employment Agreement, dated as of May 6, 2009, by and between the Company and David
Price (the “Amended and Restated Executive Employment Agreement”).
The Amendment to Amended and Restated Executive
Employment Agreement provides that Appendix B to the Amended and Restated Executive Employment Agreement is replaced by
Appendix B of the Amendment to Amended and Restated Executive Employment Agreement and will become effective
on the Closing Date (as such term is defined in the Stock Purchase Agreement, dated as of May 6, 2009, by and
between the Company and Chiesi Farmaceutici SpA).
The foregoing description is qualified in its entirety by reference to
the full text of the Amended and Restated Executive Employment Agreement and the Amendment
to Amended and Restated Executive Employment Agreement, which are
filed with this Form 8-K as Exhibits 10.3 and 10.4, respectively.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements with David Price
The description of the Amendment to Amended and Restated Executive Employment
Agreement contained in Item 1.01 above is incorporated into this Item 5.02 by reference. Such description is qualified in its
entirety by reference to the full text of the Amendment to Amended and Restated Executive Employment Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Stockholders Agreement, dated as of May 6, 2009, by and among Cornerstone Therapeutics
Inc., Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings,
Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by
reference to Exhibit 10.4 of the Form 8-K filed by the Company on May 12, 2009).
10.2 Amendment to
Stockholders Agreement, dated as of June 26, 2009, by and among Cornerstone Therapeutics Inc., Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz,
Cornerstone Biopharma Holdings, Ltd. Carolina Pharmaceuticals Ltd. and Lutz Family Limited
Partnership.
10.3 Amended and Restated Executive Employment Agreement,
dated as of May 6, 2009, by and between Cornerstone Therapeutics Inc. and David Price
(incorporated by reference to Exhibit 10.11 of the Form 8-K filed by the Company on May 12, 2009).
10.4
Amendment No. 1 to Amended and Restated Executive Employment
Agreement, dated as of June 26, 2009, by and between Cornerstone Therapeutics Inc. and
David Price.
Important Information
The
Company has filed a proxy statement and other documents regarding the
transaction with Chiesi Farmaceutici SpA with the SEC. Security holders are urged to read the proxy statement carefully
when it becomes available, because it will contain important information about the Company and the
transaction with Chiesi Farmaceutici SpA. A definitive proxy statement will be sent to stockholders
of the Company seeking their approval of the transaction. Investors and security holders may obtain
a free copy of the definitive proxy statement (when available) and other documents filed by the
Company with the SEC at the SEC’s website at www.sec.gov or from the Company’s website at
www.crtx.com. The definitive proxy statement (when available) and other relevant documents
may also be obtained free of cost by directing a request to the Cornerstone Therapeutics Inc., 1255
Crescent Green Drive, Suite 250, Cary, North Carolina 27518, attention: Chief Financial Officer.
Participants in Solicitation
The Company and its directors, members of management and other employees may be deemed to be
participants in the solicitation of proxies from the stockholders of the Company in connection with
the transaction with Chiesi Farmaceutici SpA. Information about the Company and its directors and executive officers can be
found in the Company’s proxy statement and Annual Report on Form 10-K for the year ended December
31, 2008 previously filed with the SEC. Additional information regarding the interests of those
persons may be obtained by reading the proxy statement relating to
the transaction with Chiesi Farmaceutici SpA when it becomes
available.