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):
January 31, 2008
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
[d] Modification
of Stock Option Granted to Director.
On
February 6, 2008, our Board of Directors modified the terms of the
option to
purchase fifty thousand (50,000) shares of our common stock (the “Option”)
granted to non-employee Board member, Richard J. Hawkins, on December
19,
2007. Consistent with previously established terms of option grants
to directors of the Company, the Option was modified to provide that
the Option
vests in equal monthly installments over a period of two years, subject
to Mr.
Hawkins’ continued service to the Company. All other terms of the
Option award remain unmodified.
[e] Compensatory
Arrangements of Certain Executive Officers.
Approval
of 2007 Incentive Bonuses. On January 31, 2008, our Compensation
Committee awarded the following cash bonuses to our named executive
officers
pursuant to our 2007 Executive Management Incentive Compensation
Plan, which
provides for such bonuses based upon the corporate and individual
achievements
of specified objective performance goals for the year:
Christopher
Calhoun, CEO
Bonus
Awarded: $172,200
Marc
Hedrick, President
Bonus
Awarded: $124,100
Mark
Saad, Chief Financial Officer
Bonus
Awarded: $99,225
Seijiro
Shirahama, President – Asia Pacific
Bonus
Awarded: $55,250
Bruce
Reuter, Sr. Vice President – International Sales, Marketing &
Distribution
Bonus
Awarded: $46,575
On
January 31, 2008, the Compensation Committee also issued to Mr.
Calhoun, Dr.
Hedrick, Mr. Saad, Mr. Shirahama and Mr. Reuter options to purchase
up to
85,000, 60,000, 55,000, 55,000 and 30,000 shares of our common
stock,
respectively, all with 48-month vesting schedules.
We
expect Mr. Calhoun, Dr. Hedrick, Mr.
Saad, Mr. Shirahama and Mr. Reuter to be our “named executive officers” by
virtue of their status as our Principal Executive / Principal Financial
Officers, and/or based upon their total compensation received for
fiscal
2007.
2
Agreements
for Acceleration and/or Severance. On January 31, 2008, the
Company entered into individual change of control agreements (in
forms approved
by the Board of Directors) (the “Agreements”) with Mr. Calhoun, Dr.
Hedrick, and Mr. Saad. The Agreements will provide for certain
severance benefits to be paid to each of these executives in the
event of his
involuntary termination without cause, or due to the executive’s resignation for
good reason (including the Company’s material breach of its obligations,
material reduction in duties, responsibilities, compensation or
benefits, or
relocation by more than 30 miles without prior consent), provided
such
termination or resignation occurs in connection with an acquisition
of the
Company. Upon such termination or resignation, Mr. Calhoun would
receive a lump sum payment of 18 times his monthly base salary,
and 18 times his
monthly COBRA payments, and Dr. Hedrick and Mr. Saad would each
receive a lump
sum payment of 12 times his monthly base salary, and 12 times his
monthly COBRA
payments. Notwithstanding the foregoing, these executives’ employment
may be terminated for cause (including extended disability, repudiation
of the
Agreement, conviction of a plea of no contest to certain crimes
or misdemeanors,
negligence that materially harms the company, failure to perform
material duties
without cure, drug or alcohol use that materially interferes with
performance,
and chronic unpermitted absence) without triggering an obligation
for the
Company to pay severance benefits under the Agreements.
In
addition, under the Agreements, any unvested stock options granted
to each of
the above named executives would vest in full upon (1) the date
of the
executive’s termination under the circumstances described above following
entry
into an acquisition agreement (subject to the actual consummation
of the
acquisition) or (2) consummation of an acquisition.
In
all events, each
executive’s entitlement to the benefits described above is expressly conditioned
upon his execution and delivery to the Company of an Agreement
and General
Release of claims, in the form to be attached to the
Agreement.
3
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: February 6, 2008 | By: /s/ Mark E. Saad |
| Mark E. Saad | |
| Chief Financial Officer |
4