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, 2007
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 Certain Officers; Election of Directors; Appointment
of Certain
Officers; Compensatory Arrangements of Certain Officers
[e] On
November 9, 2007, our Compensation Committee implemented a new compensation
policy designed to place a greater emphasis on pay-for-performance incentive
compensation as a part of the total executive compensation mix by:
|
1.
|
freezing
the 2008 base salaries of our current most senior executive
officers
(including Chief Executive Officer Christopher Calhoun, President
Marc
Hedrick and Chief Financial Officer Mark Saad) at 2007 levels,
and
restraining the size of 2008 base salary increases for other
officers,
and
|
|
2.
|
amending
our 2007 Executive Management Incentive Compensation cash bonus
plan to
increase the 2007 potential bonus opportunity, for all of our
participating officers, which higher potential bonus percentages
would
also be used in the to-be-established 2008 Executive Management
Incentive
Compensation bonus plan.
|
For
our “named executive officers,” the
2007 and 2008 base salaries and the old and new bonus plans (expressed
as a
percentage of annual base salary) are as follows:
|
Named
Executive
Officer
|
Original
2007
Base
Salary
|
2008
Base
Salary
|
Prior
2007
Potential
Bonus
Percentage
|
Amended
2007
Potential
Bonus
Percentage
|
|
Christopher
Calhoun
|
$420,000
|
$420,000
|
40%
|
50%
|
|
Marc
Hedrick
|
$365,000
|
$365,000
|
30%
|
40%
|
|
Mark
Saad
|
$350,000
|
$350,000
|
25%
|
35%
|
|
Seijiro
Shirahama
|
$235,000
|
$260,000
|
20%
|
25%
|
Mr.
Shirahama’s base salary increase
reflects his promotion to the office of President-Asia Pacific. His
“2008 Base Salary” will be effective beginning as of November 1,
2007. Our fifth “named executive officer” is no longer with the
Company.
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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, 2007 | By: /s/ Christopher J. Calhoun |
| Christopher J. Calhoun | |
| Chief Executive Officer |
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