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 11, 2009
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 |
| (Address of Principal Executive Offices)
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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:
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 8.01. Other Events.
On June 11, 2009, Cornerstone Therapeutics Inc. announced that it will hold a special meeting
of its stockholders on July 27, 2009. At the special meeting, Cornerstone’s stockholders will be
asked to approve the issuance and sale of shares of Cornerstone’s common stock to Chiesi
Farmaceutici SpA pursuant to the Stock Purchase Agreement, dated as of May 6, 2009, between
Cornerstone and Chiesi Farmaceutici SpA. Cornerstone’s stockholders of record as of the close of
business on June 25, 2009 will be entitled to notice of and to vote at the special meeting.
Cornerstone also announced that it expects the closing contemplated by the stock purchase
agreement to occur within two business days after its stockholders approve the stock sale.
Reference is hereby made to the press release, which is attached as Exhibit 99.1 hereto, and
is incorporated herein by reference.
Important Information
Cornerstone has filed a proxy statement and other documents regarding the transaction
described herein with the Securities and Exchange Commission. Security holders are urged to read the proxy
statement carefully because it contains important information about
Cornerstone and the transaction with Chiesi Farmaceutici SpA. A definitive proxy statement will be
sent to stockholders of Cornerstone 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 Cornerstone with the SEC at the SEC’s website at www.sec.gov or
from Cornerstone’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
Cornerstone Therapeutics Inc., 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518,
attention: Chief Financial Officer.
Participants in Solicitation
Cornerstone and its directors, members of management and other employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Cornerstone in connection with
the transaction. Information about Cornerstone and its directors and executive officers can be
found in Cornerstone’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.
Item 9.01 Financial Statements and Exhibits
99.1 Press Release issued by Cornerstone Therapeutics Inc. dated June 11, 2009.