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 28, 2011
CYTORI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-34375
|
33-0827593
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File
Number)
|
(I.R.S. Employer Identification Number)
|
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):
|
□
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
□
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
□
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On April 28, 2011, pursuant to the recommendation of our Governance and Nominating Committee, our Board of Directors appointed the Honorable Tommy G. Thompson, former Secretary of the US Department of Health & Human Services and Governor of Wisconsin to serve as an independent member on our Board of Directors.
In connection with his services as a director, Mr. Thompson will be entitled to the customary compensatory arrangements for our outside directors. In addition, on April 29, 2011, Mr. Thompson 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 $7.51, which was the fair market value of our common stock on the date of grant. The option vests fifty percent (50%) on April 29, 2012 with the remaining options vesting in equal monthly installments over the subsequent year thereafter, subject to Mr. Thompson’s continued service to the Company. On April 29, 2011, Mr. Thompson was also granted 21,000 shares of restricted stock pursuant to the terms of our 2004 Equity Incentive Plan. The restricted stock vests fifty percent (50%) on April 29, 2012 and fifty percent (50%) on April 29, 2013, subject to Mr. Thompson’s continued service to the Company.
Mr. Thompson, age 69, has been a partner in the law firm of Akin Gump Strauss Hauer & Feld since March 2005. Mr. Thompson held the position as Secretary of the U.S Department of Health and Human Services, and was Governor of the State of Wisconsin for four terms. Currently, Mr. Thompson serves as Chairman of the Board of Logistics Health, Inc., and serves as a director on the boards of C.R. Bard, CareView Communications, Inc., Centene Corporation, and United Therapeutics Corporation. Previously, he served as Chairman of the Board of AGA Medical Corporation, the National Governors’ Association, the Education Commission of the States, and the Midwestern Governors’ Conference. Mr. Thompson received both his B.S. and his J.D. from the University of Wisconsin-Madison and also served in the Wisconsin National Guard and the Army Reserve.
Mr. Thompson has not as of yet been appointed to serve on any of the Committees of our Board.
A copy of the press release announcing Mr. Thompson’s appointment is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press Release dated May 3, 2011
|
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.
|
CYTORI THERAPEUTICS, INC.
|
||
|
Date: May 3, 2011
|
By:
|
/s/ Mark E. Saad
|
|
Mark E. Saad
|
||
|
Chief Financial Officer
|
||
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press Release dated May 3, 2011
|
May 3, 2011
Cytori Appoints Tommy G. Thompson to its Board; Names Lloyd Dean Chairman
SAN DIEGO—On April 28, 2011, Cytori Therapeutics (NASDAQ: CYTX) elected the Honorable Tommy G. Thompson, former Secretary of the US Department of Health & Human Services and Governor of Wisconsin, as an independent member of Cytori’s Board of Directors. In addition, the Company’s Board of Directors has elected Mr. Lloyd H. Dean to serve as Chairman of the Board. Past Chairman Ronald D. Henriksen will continue to serve as an independent member of the Company’s Board of Directors.
“Cytori’s future success in the US will be predicated in part by our ability to navigate an increasingly complex system of regulation, customers and payers,” said Christopher J. Calhoun, CEO of Cytori. “The Board additions of Mr. Thompson and previously Mr. Dean – two widely recognized leaders in the US healthcare industry – will provide Cytori with strong healthcare expertise in the boardroom. Also, I want to specifically thank Mr. Henriksen for his excellent service to our shareholders over the last 5 years, and for his willingness to continue serving on the Board.”
“I have committed much of my life to enhancing healthcare access for patients and to the development of new technologies in medicine. Cytori and its regenerative medicine platform technology is incredibly promising and I am excited to be able to help and broaden its application and use around the world and in particular, here in the US,” said Mr. Thompson.
“It's an exciting time at Cytori and I am honored to be asked to serve as its Chairman,” said Mr. Dean. “I hope to draw on my experience in numerous areas of the healthcare industry, including as CEO of a leading healthcare provider and previous membership of numerous healthcare boards, to help Cytori become the global leader in regenerative medicine and cell therapy. I am also privileged to welcome Tommy Thompson to our talented Board of Directors. Cytori has a very bright future and I am looking forward to continuing my work with the organization’s outstanding executive leadership team to help improve the health status of people worldwide.”
Mr. Thompson held the position as Secretary of the U.S. Department Health and Human Services from 2001 until 2005 and served as the Governor of the State of Wisconsin for four terms from 1987 to 2001. He continues to work towards improving and modernizing the healthcare industry through the development and implementation of innovative technologies. Currently a partner at the law firm of Akin Gump Strauss Hauer & Feld, he serves as Chairman of the Board of privately-held Logistics Health Incorporated and is a member of the Board of C.R. Bard Inc, and United Therapeutics, among others. In addition, Mr. Thompson is a member of the Board of two non-profit healthcare organizations, The Accordia Global Health Foundation and Medical Missions for Children. He has received numerous awards for his public service, including the Horatio Alger Award.
Mr. Dean is a nationally recognized leader within and beyond the field of healthcare. He is President/CEO of Catholic Healthcare West, the 5th largest healthcare system in the nation and the largest not-for-profit hospital provider in California. In addition to his role on the Board of Directors for Cytori, Mr. Dean also serves as Chair of the Board of Directors for the Bay Area Council, the business-sponsored public policy organization for the nine-county San Francisco Bay Area. He is also a member of the Board of Directors of Wells Fargo & Company, and a member of the Board of Directors of Mercy Housing California. A strong advocate for healthcare reform, Mr. Dean has been actively engaged with the White House Cabinet on healthcare issues. In 2010 he was ranked number 24 in Modern Healthcare’s “100 Most Influential People in Healthcare” and is also consistently named one of the “Top 25 Minority Leaders in Healthcare.”
About Cytori
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. Our PureGraft™ products are available in North America and Europe for fat grafting procedures. 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
Investors Media
Tom Baker Megan McCormick
tbaker@cytori.com mmccormick@cytori.com
+1.858.875.5279 +1.858.875.5279