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 29,
2009
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] Compensatory
Arrangements of Certain Executive Officers.
Elimination of 2008 Cash Incentive
Bonuses. On January 29, 2009, our Compensation Committee
determined that no cash bonuses would be awarded to our executive officers
for 2008 due to the challenging economic environment. The Compensation Committee
had previously frozen the salaries of the Company’s top three executives
for 2008 and has frozen the salaries for all of its officers at least through
November of 2009. In an effort to partially compensate for this
reduction in cash compensation to the Company’s executives, the Compensation
Committee has elected to modestly increase the size of the equity based
compensation issued to these individuals.
Equity Compensation. On
January 29, 2009, the Compensation Committee issued to Mr. Calhoun, Dr. Hedrick,
Mr. Saad, Mr. Shirahama and Mr. Reuter options to purchase up to 100,000,
75,000, 70,000, 65,000 and 40,000 shares of our common stock, respectively, all
with 48-month vesting schedules pursuant to the Company’s 2004 Equity Incentive
Plan.
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 2008.
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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: February 2, 2009 | By: /s/ Christopher J. Calhoun |
| Christopher J. Calhoun | |
| Chief Executive Officer |
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