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): April 25, 2006
Critical Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50767
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04-3523569 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 60 Westview Street, Lexington, Massachusetts
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02421 |
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 402-5700
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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.
On April 25, 2006, the stockholders of Critical Therapeutics, Inc. (the “Company”) approved
the Company’s 2006 Employee Stock Purchase Plan (the “Plan”). The Plan was adopted by the
Company’s board of directors on February 23, 2006. The Plan will become effective as soon as
administratively feasible, but not before May 1, 2006.
The Plan provides for the issuance of up to 400,000 shares of the Company’s common stock to
participating employees. The Plan is implemented by offering periods with a duration of six
months. Offerings will begin each June 1 and December 1, or the first business day thereafter,
commencing June 1, 2006. The board of directors or board committee administering the Plan may, in
its discretion, choose a different offering period of 12 months or less. During each offering
period, payroll deductions will be made and held for the purchase of common stock at the end of the
offering period.
All employees of the Company, including directors who are employees, and all employees of the
Company’s designated subsidiaries, who are employees on the first day of the offering period and
who are customarily employed by the Company or one of its designated subsidiaries for more than 20
hours a week and for more than five months in a calendar year will be eligible to participate in
the Plan. Employees who, immediately after being granted a purchase right under the Plan, would
own, directly or indirectly, or hold outstanding options or rights to purchase, 5% or more of the
total combined voting power or value of the stock of the Company or any subsidiary will not be
eligible to participate in the Plan.
On the first day of an offering period, the Company will grant to each eligible employee who
has elected to participate in the Plan a purchase right for shares of common stock. The employee
may authorize up to 15% of his or her compensation to be deducted during the offering period. On
the last business day of the offering period, the employee will be deemed to have exercised the
purchase right, at the applicable purchase price per share, to the extent of accumulated payroll
deductions. The purchase price per share under the Plan will be 85% of the lesser of the closing
price per share of the common stock on the Nasdaq National Market on the first day of the offering
Period or the last business day of the offering period. An employee who is not a participant on
the last business day of the offering period, or any employee whose employment is terminated prior
to the last day of the offering period, will not be entitled to exercise any purchase right, and
the employee’s accumulated payroll deductions will be refunded.
The right to purchase shares of the Company’s common stock under the Plan (or any other
employee stock purchase plan that the Company or any of its subsidiaries may establish) may not
accrue at a rate that exceeds $25,000 in fair market value of the Company’s common stock
(determined at the time the purchase right is granted) for any calendar year in which the purchase
right is outstanding.
The Plan may be terminated at any time by the Company’s board of directors.
The Plan has been filed as an exhibit to this Form 8-K, and the Company refers you to such
exhibit for the complete terms of the Plan. The complete terms of the Plan are incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits
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(d)
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Exhibits |
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See Exhibit Index attached hereto. |