UNITED STATES 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): February 5, 2010
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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||
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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3020
Callan Road, San Diego, California 92121
(Address
of principal executive offices)
(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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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.
Approval of 2009 Incentive
Bonuses. On February 5, 2010, our Compensation Committee
awarded the following cash bonuses to our named executive officers pursuant to
our 2009 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: $174,720
Marc
Hedrick, President
Bonus
Awarded: $113,880
Mark
Saad, Chief Financial Officer
Bonus
Awarded: $110,838
Seijiro
Shirahama, President – Asia Pacific
Bonus
Awarded: $48,919
Bruce
Reuter, Sr. Vice President of U.S. Sales
Bonus
Awarded: $40,250
Equity Compensation. On
February 5, 2010, the Compensation Committee issued to Mr. Calhoun, Dr. Hedrick,
Mr. Saad, Mr. Shirahama and Mr. Reuter options to purchase up to 150,000,
110,000, 100,000, 95,000 and 50,000 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 2009.
Item
8.01 Other
Events.
On
February 9, 2010, The Board of Directors of Cytori Therapeutics, Inc. have
elected to receive a 20% reduction in their cash compensation for service to the
Company during the second through fourth quarters of 2010. To offset
this reduction the non-employee Directors of the Board (“Directors”) were
granted Restricted Stock Awards (“RSAs”) for an aggregate of 5,768 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, 2010
(“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 2010
Annual Meeting. Vesting of a Director’s RSA will be accelerated upon his death
or failure to be re-elected at the Company’s 2010 Annual Meeting.
The
number of Shares underlying each RSA was determined by dividing the
estimated 20% reduction by $6.84, which was the closing price of the
Company’s common stock on the Nasdaq Global Market on February 9,
2010. Following is a summary of the RSAs granted:
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Director
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Shares
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Ronald
Henriksen, Chairman
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1,568
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Richard
J. Hawkins
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943
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Paul
W. Hawran
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1,294
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E.
Carmack Holmes
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768
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David
M. Rickey
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1.195
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5,768
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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: February
10, 2010
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By: /s/ Mark
E. Saad
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Mark
E. Saad
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Chief
Financial Officer
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