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): October 29,
2009
CYTORI
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-32501
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33-0827593
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
Number)
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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)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| 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
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers
(e) Compensatory Arrangements of Certain
Officers On October 29, 2009, the Board of Directors of the
Company directed the Company to enter into individual change of control
agreements (in form approved by the Board of Directors as filed with the
Company’s 2007 Form 10K on March 14, 2008) (the “Agreements”) with Mr. Seijiro
Shirahama, President Asia-Pacific, and Mr. Bruce Reuter, Senior Vice President
of U.S. Sales, each a “named executive officer”. 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.
Shirahama would receive a lump sum payment of 12 times his monthly base salary,
and 12 times his monthly COBRA payments and Mr. Reuter will receive a lump sum
payment of 6 times his monthly base salary and 6 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.
The Board
also directed the Company to enter into the Agreement on terms consistent with
the above, with each of the remaining five officers of the Company that have not
previously entered into a change of control agreement.
In all
events, each officer’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.
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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.
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CYTORI
THERAPEUTICS, INC.
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Date: November
4, 2009
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By:
/s/ Marc H. Hedrick
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Marc
H. Hedrick
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President
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