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
9, 2006
CYTORI
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-32501
|
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):
| 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))
|
Item
5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
(e)
On
November 9, 2006, our Compensation Committee established new base salary rates
(to take effect as of November 1, 2006) and 2007 target bonuses for our named
executive officers as follows:
Christopher
Calhoun, CEO
Previous
Base Salary: $403,200(1)
New
Base Salary: $420,000
Target
Bonus:
$168,000
Marc
Hedrick, President
Previous
Base Salary: $337,000(2)
New
Base Salary: $365,000
Target
Bonus:
$109,500
Mark
Saad, Chief Financial Officer
Previous
Base Salary: $334,600(3)
New
Base Salary: $350,000
Target
Bonus: $87,500
Seijiro
Shirahama, Senior Vice President - Asia Pacific
Previous
Base Salary: $200,000
New
Base Salary: $235,000
Target
Bonus:
$47,000
Bruce
Reuter, Senior Vice President - International Sales, Marketing &
Distribution(4)
New
Base Salary: $210,000
Target
Bonus:
$42,000
Stock
Option Grant: 70,000
Incentive Stock Options(5)
Mr.
Calhoun, Dr. Hedrick, Mr. Saad and Mr. Reuter were “named executive officers” by
virtue of the salary and bonus they received in and for 2005. In addition,
we
expect Mr. Shirahama to be a “named executive officer” by virtue of the salary
and bonus he receives in and for 2006.
(1)
Includes
$13,200 formerly provided to Mr. Calhoun in the form of a car
allowance.
(2)
Includes
$12,000 formerly provided to Dr. Hedrick in the form of a car
allowance.
(3)
Includes
$9,600 formerly provided to Mr. Saad in the form of a car
allowance.
(4)
Mr.
Reuter’s position of Senior Vice President - Business Development was eliminated
in July, 2006. Mr. Reuter continued to be associated with us during the
interim
period as an advisor. He was appointed our Senior Vice
President - International Sales, Marketing & Distribution by our Board of
Directors on November 9, 2006, and on the same date our Compensation Committee
established his salary and target bonus as provided above.
(5)
On
November 9, 2006 the Compensation Committee also awarded Mr. Reuter 70,000
stock
options to purchase shares of our common stock at a purchase price of $4.68
per
share. The stock options will vest in equal installments monthly over a
period
of four years.
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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.
| CYTORI THERAPEUTICS, INC. | |
| Date: November 15, 2006 | By: /s/ Mark E. Saad |
|
Mark
E. Saad
Chief
Financial
Officer
|
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