DEFA14A

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): July 8, 2009

Cornerstone Therapeutics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 000-50767
(Commission
File Number) 04-3523569
(IRS Employer
Identification No.)

1255 Crescent Green Drive, Suite 250, Cary, NC
(Address of Principal Executive Offices) 27518
(Zip Code)

Registrant’s telephone number, including area code: (919) 678-6611

Not applicable

(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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ     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))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
PRESS RELEASE ISSUED BY CORNERSTONE THERAPEUTICS INC. ON JULY 8, 2009

Item 8.01. Other Events.

          On July 8, 2009, Cornerstone Therapeutics Inc. announced that it will hold a special meeting of its stockholders on August 27, 2009. At the special meeting of stockholders, Cornerstone’s stockholders will be asked approve a series of amendments to Cornerstone’s certificate of incorporation that if adopted will implement governance arrangements and provide Chiesi Farmaceutici SpA with certain majority stockholders rights. Cornerstone has agreed with Chiesi that it would present these proposals to its stockholders in connection with the issuance and sale of Cornerstone’s common stock to Chiesi pursuant to the Stock Purchase Agreement, dated as of May 6, 2009, between Cornerstone and Chiesi.

          Reference is hereby made to the press release, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.

Important Information

          Cornerstone has filed a proxy statement and other documents regarding the proposed amendments to Cornerstone’s certificate of incorporation with the SEC. Security holders are urged to read the proxy statement carefully because it contains important information about Cornerstone and the proposed amendments. A definitive proxy statement will be sent to stockholders of Cornerstone seeking their approval of the proposed amendments. Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by Cornerstone with the SEC at the SEC’s website at www.sec.gov or from Cornerstone’s website at www.crtx.com. The definitive proxy statement (when available) and other relevant documents may also be obtained free of cost by directing a request to Cornerstone Therapeutics Inc., 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518, attention: Chief Financial Officer.

Participants in Solicitation

          Cornerstone and its directors, members of management and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of Cornerstone in connection with the transaction. Information about Cornerstone and its directors and executive officers can be found in Cornerstone’s proxy statement and Annual Report on Form 10-K for the year ended December 31, 2008 previously filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement relating to the proposed amendments to Cornerstone’s certificate of incorporation when it becomes available.

Item 9.01 Financial Statements and Exhibits

99.1     Press Release issued by Cornerstone Therapeutics Inc. dated July 8, 2009.

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.

	CORNERSTONE THERAPEUTICS INC.
Dated: July 8, 2009	By:	/s/ David Price
		David Price
		Executive Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Cornerstone Therapeutics Inc. dated July 8, 2009

EX-99.1

Exhibit 99.1

Cornerstone Therapeutics Inc. Announces Record Date and Meeting Date for Special Meeting of
Stockholders for Vote with Respect to Charter Amendments

CARY, NC — July 8, 2009 — Cornerstone Therapeutics Inc. (Nasdaq CM: CRTX) announced today that it will hold a special meeting of its stockholders on August 27, 2009. At the special meeting of stockholders, Cornerstone’s stockholders will be asked approve a series of amendments to Cornerstone’s certificate of incorporation that if adopted will implement governance arrangements and provide Chiesi Farmaceutici SpA with certain majority stockholders rights. Cornerstone has agreed with Chiesi that it would present these proposals to its stockholders in connection with the issuance and sale of Cornerstone’s common stock to Chiesi pursuant to the Stock Purchase Agreement, dated as of May 6, 2009, between Cornerstone and Chiesi.

Cornerstone’s stockholders of record as of the close of business on July 30, 2009 will be entitled to notice of and to vote at the special meeting.

About Cornerstone Therapeutics Inc.

Cornerstone Therapeutics Inc. (Nasdaq CM: CRTX), headquartered in Cary, N.C., is a specialty pharmaceutical company focused on acquiring, developing and commercializing products primarily for the respiratory and related markets. Cornerstone currently promotes multiple marketed products in the United States to respiratory-focused physicians and key retail pharmacies with its specialty sales force. Cornerstone also has a late-stage clinical pipeline with five regulatory approval submissions targeted within the next three years. Key elements of Cornerstone’s strategy are to in-license or acquire rights to underpromoted, patent-protected, branded respiratory or related pharmaceutical products, or late-stage product candidates; implement life cycle management strategies to maximize the potential value and competitive position of Cornerstone’s currently marketed products, newly acquired products and product candidates that are currently in development; grow product revenue through Cornerstone’s specialty sales force which is focused on the respiratory and related markets; and maintain and strengthen the intellectual property position of Cornerstone’s currently marketed products, newly acquired products and product candidates.

Important Information

Cornerstone has filed a proxy statement and other documents regarding the proposed amendments to Cornerstone’s certificate of incorporation in this press release with the Securities and Exchange Commission. Security holders are urged to read the proxy statement carefully because it contains important information about Cornerstone and the proposed amendments. A definitive proxy statement will be sent to stockholders of Cornerstone seeking their approval of proposed amendments. Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by Cornerstone with the SEC at the SEC’s website at www.sec.gov or from Cornerstone’s website at www.crtx.com. The definitive proxy statement (when available) and other relevant documents may also be obtained free of cost by directing a request to Cornerstone Therapeutics Inc., 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518, attention: Chief Financial Officer.

Participants in Solicitation

Cornerstone and its directors, members of management and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of Cornerstone in connection with the transaction. Information about Cornerstone and its directors and executive officers can be found in Cornerstone’s proxy statement and Annual Report on Form 10-K for the year ended December 31, 2008 previously filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement relating to the proposed amendments.

Investor Relations Contacts:
FD
Evan Smith/Brian Ritchie
212-850-5600
evan.smith@fd.com/brian.ritchie@fd.com
Media Relations Contact:
FD
Robert Stanislaro
212-850-5600
robert.stanislaro@fd.com