Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		21924P103

(1) Includes (i) 11,902,741 newly issued shares of common stock, par value $0.001 per share (“Common Stock”) of Cornerstone Therapeutics Inc. (the “Company”) acquired by Chiesi Farmaceutici SpA (“Chiesi”); (ii) 1,600,000 shares of outstanding Common Stock acquired by Chiesi from two stockholders that are entities controlled by Craig A. Collard, the President and Chief Executive Officer of the Company, and Steven M. Lutz, the Executive Vice President, Manufacturing and Trade of the Company; and (iii) 269,684 shares of Common Stock that the Company was required to be issue under the Stock Purchase Agreement which was requested by Chiesi within 90 days of the closing of the Company Stock Sale. Chiesi was able to request the Company to issue additional shares so that Chiesi will beneficially own 51% of the Company’s outstanding Common Stock on a fully diluted basis as of the closing of the Company Stock Sale, after giving effect to the Company Stock Sale and Chiesi’s purchases of Common Stock from Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership. Chiesi disclaims beneficial ownership of the shares and options held by Mr. Collard, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals, Steven M. Lutz, the Lutz Family Limited Partnership, Dr. Dickson, Mr. Price, Mr. Franklin and Mr. Roberts, except to the extent of its pecuniary interest therein.

(2) Calculated based on 25,114,444 shares of Common Stock outstanding as of November 2, 2009 (as reported in the Company’s 10-Q filed November 4, 2009).

Item 1. Security and Issuer

This Amendment No. 2 amends and supplements the Schedule 13D originally dated May 6, 2009 (the “Initial Statement”), as amended on July 28, 2009 (the “Amendment No. 1”) relates to the common stock, par value $0.001 per share (“Common Stock”), of Cornerstone Therapeutics Inc., a corporation organized under the laws of the State of Delaware (the “Company”). The principal executive office of the Company is located at 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518. Information given in response to each item below shall be deemed incorporated by reference in all other items below. Capitalized terms not defined in this Schedule 13D have the meanings ascribed to them in the Initial Statement and Amendment No. 1.

This Amendment is being filed to amend and restate in their entirety Item 5.

Item 5. Interest in Securities of the Issuer

(a) — (b) As of the close of business on July 28, 2009, Chiesi beneficially owned 18,923,134 shares of Common Stock, representing 72.7% of the Company’s issued and outstanding shares of Common Stock. The 18,923,134 shares of Common Stock included (i) 11,902,741 newly issued shares of Common Stock acquired by Chiesi; (ii) 1,600,000 shares of outstanding Common Stock acquired by Chiesi from two stockholders that are entities controlled by Craig A. Collard, the President and Chief Executive Officer of the Company, and Steven M. Lutz, the Executive Vice President, Manufacturing and Trade of the Company; (iii) 4,183,619 shares of outstanding Common Stock and options to acquire 967,090 shares of Common Stock held by Mr. Collard, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd., Steven M. Lutz, the Lutz Family Limited Partnership, Dr. Dickson, Mr. Price, Mr. Franklin and Mr. Roberts, which Chiesi may be deemed to beneficially own as a result of the voting commitments of those persons described above pursuant to which each has granted Chiesi an irrevocable proxy and agreed to vote all shares beneficially owned by him or it in favor of a series of proposed amendments to the Company’s certificate of incorporation; and (iv) 269,684 shares of Common Stock that the Company believed it will be required to issue under the Stock Purchase Agreement if requested by Chiesi within 90 days of the closing of the Company Stock Sale. Chiesi was able to request that the Company issue additional shares so that Chiesi would beneficially own 51% of the Company’s outstanding Common Stock on a fully diluted basis as of the closing of the Company Stock Sale, after giving effect to the Company Stock Sale and Chiesi’s purchases of Common Stock from Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership. Chiesi disclaims beneficial ownership of the shares and options held by Mr. Collard, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals, Steven M. Lutz, the Lutz Family Limited Partnership, Dr. Dickson, Mr. Price, Mr. Franklin and Mr. Roberts, except to the extent of its pecuniary interest therein. All calculations made herein are made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended, and are calculated based on 24,800,316 shares of Common Stock outstanding as of July 30, 2009 (as reported in the Company’s definitive proxy statement on Schedule 14A dated August 5, 2009).

On October 14, 2009, the Company delivered 269,684 shares of Common Stock to Chiesi, a corporation organized under the laws of Italy, that the Company was required to issue under the Stock Purchase Agreement which was requested by Chiesi within 90 days of the closing of the Company Stock Sale. Chiesi was able to request the Company to issue additional shares so that Chiesi will beneficially own 51% of the Company’s outstanding Common Stock on a fully diluted basis as of the closing of the Company Stock Sale, after giving effect to the Company Stock Sale and Chiesi’s purchases of Common Stock from Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership. The voting agreements are no longer in place and as of October 14, 2009 when the 269,684 shares of Common Stock were delivered to Chiesi, Chiesi beneficially owns 54.8% of the Common Stock.

All calculations made herein are made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended, and are calculated based on 25,114,444 shares of Common Stock outstanding as of November 2, 2009 (as reported in the Company’s 10-Q filed November 4, 2009).

To the knowledge of Chiesi, no shares of Common Stock are beneficially owned by any of the individuals or entities named in Schedule A to this Schedule 13D.

(c) Neither Chiesi, nor, to the knowledge of Chiesi, any of the individuals or entities named in Schedule A to this Schedule 13D, has effected any transaction in Common Stock during the past 60 days, except as disclosed herein.

(d) — (e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 25, 2009

SCHEDULE A

Chiesi Farmaceutici SpA

Directors

Name		Position		Principal Occupation		Business Address		Citizenship
Alberto Chiesi		President & CEO		President & CEO		Via Palermo 26/A 43100 Parma Italy		Italian
Paolo Chiesi		Vice-President & Director of R&D		Vice-President & Managing Director		Via Palermo 26/A 43100 Parma Italy		Italian
Alessandro Chiesi		Director		Affiliates Coordinator International Division		Via Palermo 26/A 43100 Parma Italy		Italian
Andrea Chiesi		Director		R&D Planning and Control Director		Via Palermo 26/A 43100 Parma Italy		Italian
Maria Paola Chiesi		Director		Corporate Marketing Director		Via Palermo 26/A 43100 Parma Italy		Italian
Anita Chiesi		Director		Pharmacist		Via Palermo 26/A 43100 Parma Italy		Italian
Gianandrea E. De Bernardis		Director		Managing Director, Team System Lince Group		Via Palermo 26/A 43100 Parma Italy		Italian
Carlo Sante Antonio Salvatori		Director		Managing Director, Unipol Gruppo Finanziario SpA (Listed in Italy)		Via Palermo 26/A 43100 Parma Italy		Italian

Executive Officers (1)

Name		Position		Business Address		Citizenship
Alberto Chiesi		President & CEO		Via Palermo 26/A 43100 Parma Italy		Italian
Paolo Chiesi		Vice-President and Director of R&D		Via Palermo 26/A 43100 Parma Italy		Italian
Marco Vecchia		Legal & Corporate Affairs Director		Via Palermo 26/A 43100 Parma Italy		Italian
Ugo Bettini		Human Resources Director		Via Palermo 26/A 43100 Parma Italy		Italian
Danilo Piroli		Finance & Control Director		Via Palermo 26/A 43100 Parma Italy		Italian
Anton Giorgio Failla		Corporate Development Director		Via Palermo 26/A 43100 Parma Italy		Italian
Maria Paola Chiesi		Corporate Marketing Director		Via Palermo 26/A 43100 Parma Italy		Italian
Paolo De Angeli		International Division Director		Via Palermo 26/A 43100 Parma Italy		Italian
Vanda De Cian		Corporate Drug Development Director		Via Palermo 26/A 43100 Parma Italy		Italian
Alessandro Chiesi		Affiliates Coordinator International Division		Via Palermo 26/A 43100 Parma Italy		Italian
Andrea Chiesi		R&D Planning and Control Director		Via Palermo 26/A 43100 Parma Italy		Italian
Giovanni La Grasta		Industrial Operations Director		Via Palermo 26/A 43100 Parma Italy		Italian
Cosimo Pulli		Italian Pharmaceutical Division Director		Via Palermo 26/A 43100 Parma Italy		Italian