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): November 1, 2010
CYTORI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34375
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33-0827593
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(State or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification Number)
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3020 Callan Road, San Diego, California 92121
(Address of principal executive offices, with zip code)
(858) 458-0900
(Registrant's telephone number, including area code)
n/a
(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):
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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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On November 1, 2010, pursuant to the recommendation of our Governance and Nominating Committee, our Board of Directors appointed Mr. Lloyd H. Dean to serve as an independent member on our Board of Directors.
In connection with his services as a director, Mr. Dean will be entitled to the customary compensatory arrangements for our outside directors. In addition, on November 1, 2010, Mr. Dean was granted an option to purchase twenty-one thousand (21,000) shares of our common stock pursuant to the terms of our 2004 Equity Incentive Plan, at an exercise price per share of $4.70, which was the fair market value of our common stock on the date of grant. The option vests fifty percent (50%) on November 1, 2011, with the remaining options vesting in equal monthly installments over the subsequent year thereafter, subject to Mr. Dean’s continued service to the Company. On November 1, 2010, Mr. Dean was also granted 21,000 shares of restricted stock pursuant to the terms of our 2004 Equity Incentive Plan.
0;The restricted stock vests fifty percent (50%) on November 1, 2011 and fifty percent (50%) on November 1, 2012, subject to Mr. Dean’s continued service to the Company.
Mr. Dean, age 60, has served as the President/Chief Executive Officer and director of Catholic Healthcare West (CHW), the eighth largest healthcare systems in the United States, located in San Francisco, California, since 2000. Previously, Mr. Dean held positions as the executive vice president and chief operating officer of Advocate Health Care, and various management positions with the Upjohn Company. Mr. Dean is also chairman and director of California Health Association of USA, a director of Mercy Housing Inc., a director of Wells Fargo & Company, and chair of the board of directors of the Bay Area Council. He is a member of McKesson’s Advisory Board, the Health Research and Development Institute, San Francisco Mayor Gavin Newsom’s Universal Healthcare Council, Governor Schwarzenegger’s California Commission for
Jobs and Economic Growth, and the San Francisco Committee on JOBS. Mr. Dean holds a Master’s Degree in education from Western Michigan University and also is a graduate of Pennsylvania State University’s Executive Management Program.
A copy of the press release announcing Mr. Dean’s appointment is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated November 3, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CYTORI THERAPEUTICS, INC.
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Date: November 3, 2010
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By:
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/s/ Mark E. Saad
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Mark E. Saad
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated November 3, 2010
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November 3, 2010
Catholic Healthcare West President/CEO Lloyd H. Dean to Join Cytori Therapeutics’ Board of Directors
SAN DIEGO—Cytori Therapeutics (NASDAQ: CYTX) has appointed Lloyd H. Dean, President/CEO of Catholic Healthcare West, to serve as an independent member on Cytori’s Board of Directors.
“Mr. Dean is a dynamic business leader who brings more than 20 years of experience in executive and hospital leadership and is responsible for $11 billion in assets,” said Christopher J. Calhoun, CEO of Cytori. “His wealth of experience and pragmatic strategic vision will support Cytori’s goal to bring Celution® based regenerative medicine to every major hospital and clinic around the world.”
“At Catholic Healthcare West, we see every type of medical technology. What I believe makes Cytori special is that they combine the immense potential of regenerative medicine with a business model that has the ability to reduce the overall costs of healthcare,” said Mr. Dean.
Mr. Dean has served as the President/CEO of Catholic Healthcare West (CHW) since 2000. During this time, he has led the organization to become the eighth largest healthcare system in the nation, including 40 acute-care hospitals, as well as medical clinics, home health organizations and medical practice groups.
Previously, Mr. Dean has held top executive and operational management positions at Advocate Health Care and the Health Care Services Division at the Upjohn Company. In addition to co-founding several healthcare reform coalitions and serving on several California–based healthcare councils, Mr. Dean serves on the Board of Directors for the Bay Area Council, one of the nation’s largest business coalitions, and for Wells Fargo & Company.
About Cytori Therapeutics, Inc.
Cytori is a leader in providing patients and physicians around the world with medical technologies that harness the potential of adult regenerative cells from adipose tissue. The Celution® System family of medical devices and instruments is being sold into the European and Asian cosmetic and reconstructive surgery markets but is not yet available in the United States. Our StemSource® product line is sold globally for cell banking and research applications. www.cytori.com
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements regarding events, trends and business prospects, which may affect our future operating results and financial position. Such statements are subject to risks and uncertainties that could cause our actual results and financial position to differ materially. Some of these risks and uncertainties include our history of operating losses, the need for further financing, regulatory uncertainties regarding the collection and results of, clinical data, dependence on third party performance, and other risks and uncertainties described under the "Risk Factors" in Cytori's Securities and Exchange Commission Filings Form 10-K and 10Q. We assume no responsibility to update or revise any forward-looking statements to reflect events, trends or circumstances after the date they are made.
Contact:
Tom Baker
858.875.5258
tbaker@cytori.com