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): | December 1, 2011 |
Cornerstone Therapeutics Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 000-50767 | 04-3523569 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1255 Crescent Green Drive, Suite 250, Cary, North Carolina | 27518 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants 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:
[ ] 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.
On December 1, 2011, the Board of Directors of Cornerstone Therapeutics Inc. (the "Company") appointed James Harper to serve as a director, effective immediately. As of the date of this filing, Mr. Harper has not been appointed to a committee of the Board of Directors, nor has it been determined when any such appointment will be made.
There is no arrangement or understanding between Mr. Harper and any other persons pursuant to which he was to be appointed as a director, and Mr. Harper is not, has not been, and is not currently proposed to be a participant in any related person transactions with the Company or any related person that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Harper will be compensated in accordance with the Company's Amended and Restated Non-Employee Director Compensation and Reimbursement Policy, which (i) is described under the heading Director Compensation for Fiscal 2010 in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2011 and (ii) was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. Pursuant to this policy and in connection with his appointment to the Board, on December 1, 2011, Mr. Harper was granted an option to purchase up to 20,000 shares of the Company’s common stock.
A copy of the press release announcing Mr. Harper’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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. | ||||
December 7, 2011 | By: |
/s/ Andrew K.W. Powell
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Name: Andrew K.W. Powell | ||||
Title: EVP, General Counsel and Secretary |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press release dated December 5, 2011. |
Exhibit 99.1
Press Release
Cornerstone Therapeutics Appoints James Harper to Board
CARY, N.C., December 5, 2011 Cornerstone Therapeutics Inc. (NASDAQ CM: CRTX), a specialty pharmaceutical company focused on acquiring, developing and commercializing proprietary products for the hospital and respiratory markets, today announced the appointment of James A. Harper to the Companys Board of Directors, effective December 1, 2011.
Mr. Harper has over 30 years of experience in the pharmaceutical and medical device industries. He has also served on multiple corporate and not-for-profit boards of directors. He is currently Chair of Phenomix Corporation, and an advisor to Nomura Phase4 Ventures. Prior to his retirement, Mr. Harper held a number of management and senior executive positions at Eli Lilly during a thirty year career. In addition, Mr. Harper has served on the boards of directors of several life sciences companies and is a member of the National Association of Corporate Directors. Mr. Harper holds an MBA in Marketing/Finance from The Wharton School.
I am delighted to welcome Jim to our Board, said Craig Collard, Chairman and Chief Executive Officer of Cornerstone. He brings us a wealth of industry experience which will help us complete the acquisitions that will transform Cornerstone into a leading specialty pharma company.
About Cornerstone Therapeutics
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 hospital and respiratory markets. The Company currently promotes multiple marketed products in the United States to respiratory-focused physicians, key retail pharmacies and hospitals with its specialty sales forces. The Company also has a late-stage clinical pipeline. Key elements of the Companys strategy are to pursue acquisition or licensing transactions to acquire the rights to patent-protected, branded respiratory or related pharmaceutical products, or late-stage product candidates; to implement life cycle management strategies to maximize the potential value and competitive position of the Companys currently marketed products, newly acquired products and product candidates that are currently in development; to grow product revenue through the Companys specialty sales forces; and to maintain and strengthen the intellectual property position of the Companys currently marketed products, newly acquired products and product candidates.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. For this purpose, any statements contained herein, other than
statements of historical fact, including statements regarding the progress and timing of our
product development programs and related trials, our strategy and our future operations and
opportunities, constitute forward-looking statements. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various important factors,
including the results of preclinical studies and clinical trials with respect to our products under
development, our ability to satisfy FDA and other regulatory requirements, our ability to
effectively and efficiently complete the voluntarily withdrawal of our propoxyphene products from
the market and replace the revenues from such products and the other factors described in Item 1A
(Risk Factors) of our Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the SEC) on March 4, 2010 and in our subsequent filings with the SEC. In addition, the statements
in this press release reflect our expectations and beliefs as of the date of this release, should
not be relied upon as representing our views as of any other date and do not reflect the potential
impact of any acquisitions, mergers, dispositions, business development transactions, joint
ventures or investments that we may make or enter into. We anticipate that subsequent events and
developments will cause our expectations and beliefs to change. However, while we may elect to
update these forward-looking statements publicly at some point in the future, we specifically
disclaim any obligation to do so, whether as a result of new information, future events or
otherwise.
Contacts
Investor Relations Contacts:
Westwicke Partners, John Woolford, +1-443-213-0506, john.woolford@westwicke.com or
Westwicke Partners, Stefan Loren, Ph.D., +1-443-213-0507, sloren@westwicke.com;
Media Relations Contact:
Fleishman-Hillard, Andrea Moody, +1-919-457-0743, andrea.moody@fleishman.com.
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