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 30,
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))
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Item
8.01 Other
Events.
On April
30, 2009, The Board of Directors of Cytori Therapeutics, Inc. have elected to a
20% reduction in their cash compensation for service to the Company during the
second through fourth quarters of 2009. To offset this reduction the
non-employee Directors of the Board (“Directors”) were granted Restricted Stock
Awards (“RSAs”) for an aggregate of 19,399 shares of the Company’s common stock
(“Shares”) under the Company’s 2004 Equity Incentive Plan. Each
Director’s RSA vests in full on December 31, 2009 (“Vesting Date”), unless he
voluntarily resigns prior to the Vesting Date, or if he is nominated, but
declines to stand for re-election at the Company’s 2009 Annual Meeting. Vesting
of a Director’s RSA will be accelerated upon his death or failure to be
re-elected at the Company’s 2009 Annual Meeting.
The
number of Shares underlying each RSA was determined by dividing the
estimated 20% reduction by $1.79, which was the closing price of the
Company’s common stock on the Nasdaq Global Market on April 30,
2009. Following is a summary of the RSAs granted:
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Director
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Shares
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|||
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Ronald
Henriksen, Chairman
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5,363 | |||
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Richard
J. Hawkins
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3,142 | |||
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Paul
W. Hawran
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4,316 | |||
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E.
Carmack Holmes
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2,472 | |||
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David
M. Rickey
|
4,106 | |||
| 19,399 | ||||
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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: May 6, 2009 | By: /s/ Mark E. Saad |
| Mark E. Saad | |
| Chief Financial Officer |
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