8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 29, 2011 (April 27, 2011)

NEUROGESX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-33438	94-3307935
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404

(Address of principal executive offices, including zip code)

650-358-3300

(Registrant’s telephone number, including area code)

(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))

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director and Retirement of Chief Executive Officer

On April 27, 2011, the Board of Directors (the “Board”) of NeurogesX, Inc. (the “Company”) appointed Gary Lyons to the Board as a Class II director, with such appointment effective as of April 27, 2011, and also designated him as Executive Chairman. In connection with this appointment, the current Chairman of the Board, Jean-Jacques Bienaime, was redesignated as Lead Independent Director, and the number of authorized directors on the Board was increased from seven to eight.

In connection with his appointment, Mr. Lyons was granted an option under the Company’s 2007 Stock Plan, as amended, to purchase 100,000 shares of the Company’s common stock at an exercise price of $3.29 per share (the closing price of the Company’s common stock on the NASDAQ Global Market on the date of appointment), that vests monthly over the twelve months following April 27, 2011. In addition, Mr. Lyons will be receiving cash compensation of $100,000 for his services on the Board as Executive Chairman for the remainder of 2011, paid quarterly. This equity and cash compensation is being provided to Mr. Lyons in lieu of his receiving compensation under the Company’s regular director compensation policies, including the annual retainer fees, per meeting fees and initial and annual option grants as more fully described in the Company’s Definitive Proxy on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2011. If Mr. Lyons remains on the Board into 2012, he may become eligible to receive non-employee director compensation under the Company’s regular director compensation policies. Mr. Lyons is also expected to enter into the Company’s standard form of director and officer Indemnification Agreement.

Mr. Lyons may be appointed to one or more standing committees of the board of directors, but no such determination has been made as of the date hereof.

On April 29, 2011, the Company also announced the planned retirement of Anthony DiTonno, the Company’s President and Chief Executive Officer, by December 31, 2011. In connection with Mr. DiTonno’s retirement, the Board approved accelerating the vesting of options to purchase the Company’s common stock held by Mr. DiTonno by 12 months upon termination of his employment or consulting services.

On April 29, 2011, the Company issued a press release regarding the appointment of Mr. Lyons to the Board as Executive Chairman, Mr. Bienaime’s redesignation as Lead Independent Director and the retirement of Anthony DiTonno. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, which is deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended, and is incorporated by reference into this Item 5.02.

Additional Bonuses for Certain Named Executive Officers

On April 27, 2011, the Board also approved bonuses for Stephen Ghiglieri (Executive Vice President, Chief Operating Officer, Chief Financial Officer), Jeffrey Tobias, M.D. (Executive Vice President, Research and Development, Chief Medical Officer) and Michael Markels (Senior Vice President, Commercial and Business Development) (collectively, the “Eligible NEOs”). These bonuses include cash compensation of $100,000 for each Eligible NEO that remains employed with the Company for 12 months following April 27, 2011, and equity compensation in the form of an option grant under the Company’s 2007 Stock Plan, as amended (the “2007 Plan”), to each Eligible NEO for 75,000 shares of common stock that vest as to 50% of such shares if such Eligible NEO remains employed with the Company for six months following April 27, 2011 and the remaining 50% if such Eligible NEO remains employed with the Company for two years following April 27, 2011. The Option grants have an exercise price of $3.29 per share (the closing price of the Company’s common stock on the NASDAQ Global Market on the date of grant).

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed as part of this Form 8-K.

Exhibit No.	Description
99.1	Press release entitled “NeurogesX CEO Anthony DiTonno to Retire by Year End, Gary Lyons Joins Board as Executive Chairman, Jean-Jacques Bienaime Moves to Lead Independent Director.”

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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.

	NEUROGESX, INC.
By:	/s/ Stephen F. Ghiglieri
	Stephen F. Ghiglieri
	Executive Vice President, Chief Operating Officer, Chief Financial Officer

Date: April 29, 2011

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release entitled “NeurogesX CEO Anthony DiTonno to Retire by Year End, Gary Lyons Joins Board as Executive Chairman, Jean-Jacques Bienaime Moves to Lead Independent Director.”

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EX-99.1

Exhibit 99.1

NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 scarrington@theruthgroup.com   Jason Rando (media) (646) 536-7025 jrando@theruthgroup.com

NeurogesX CEO Anthony DiTonno to Retire by Year End

-Gary Lyons Joins Board as Executive Chairman-

-Jean-Jacques Bienaimé Moves to Lead Independent Director-

San Mateo, Calif., (April 29, 2011) – NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical company focused on developing and commercializing novel pain management therapies, today announced that long time CEO Anthony DiTonno will retire by December 31, 2011. The Board of Directors has initiated a formal executive search for a Chief Executive Officer.

Anthony DiTonno commented, “I have been CEO of NeurogesX for more than eight years and we have accomplished the objectives I established for myself when I joined the Company in March 2003. It has been my privilege to work with my colleagues at NeurogesX to take Qutenza through all phases of clinical development and regulatory approvals throughout the world resulting in the successful launch of Qutenza in the United States by our sales team and with our partner Astellas in Europe, the Middle East and Africa. Our focus on finding a replacement will be to find someone with the appropriate commercial and business experience to take the company to the next level. As we enter our second full year of commercialization, the timing is ideal for this transition to lead this great company into the future. Decisions like this are difficult and I cannot overstate my enthusiasm for Qutenza and NeurogesX going forward.”

Jean-Jacques Bienaimé commented, “The Board of Directors thanks Tony for his vision, leadership and tenacity during his tenure as CEO. We are pleased that he has agreed to continue to lead the company up to the end of the year to assure a smooth transition of leadership.”

Mr. Bienaimé continued, “At the same time, we are excited to have Gary Lyons join our board. Gary has extensive biotech experience and demonstrated success in commercial, business development and financing which I believe will benefit the Company greatly.”

Gary A. Lyons served as a director of Neurocrine Biosciences since February 1993 and also served as the Company’s President and Chief Executive Officer from February 1993 through January 2008. Previously, Mr. Lyons held a number of senior management positions at Genentech, Inc. including Vice President of Business Development and Vice President of Sales, and had operating responsibility at Genentech Canada and Genentech Japan. Mr. Lyons currently serves on the Boards of Directors for Rigel Pharmaceuticals, Vical Incorporated, Poinard Pharmaceuticals, and KaloBios Pharmaceuticals. He was a former founding board member of Facet Biotech Corporation, which was sold to Abbott in April 2010. Mr. Lyons holds a B.S. in marine biology from the University of New Hampshire and a Masters of Management from Northwestern University’s J.L. Kellogg Graduate School of Management.

About NeurogesX, Inc.

NeurogesX, Inc. (Nasdaq: NGSX) is a San Francisco Bay Area-based biopharmaceutical company focused on developing and commercializing novel pain management therapies. NeurogesX was founded on the concept that use of prescription-strength capsaicin could help manage the pain associated with neuropathic pain conditions. Since its inception, NeurogesX has leveraged its passion to help people with pain to efficiently develop this concept, resulting in the commercial launch of Qutenza^® (capsaicin) 8% patch in 2010. The Company continues to apply its knowledge and expertise in the development of other novel treatments for pain.

The Company’s lead product, Qutenza, is a localized dermal delivery system containing prescription strength capsaicin that is currently approved in the United States and the European Union. Qutenza is now available in the United States for the management of neuropathic pain associated with postherpetic neuralgia (PHN). In Europe, Qutenza is being marketed by Astellas Pharma Europe Ltd. (Astellas), the European subsidiary of Tokyo-based Astellas Pharma Inc., for the treatment of peripheral neuropathic pain in non-diabetic adults, either alone or in combination with other medicinal products for pain.

The Company is currently preparing to submit a supplemental new drug application (sNDA) to expand the U.S. label for Qutenza for the management of pain due to HIV-associated neuropathy (HIV-AN) also known as HIV-distal sensory polyneuropathy (HIV-DSP).

The Company’s most advanced product candidate, NGX-1998, is a topically applied liquid formulation containing a high concentration of capsaicin designed to treat pain associated with neuropathic pain conditions such as PHN. NGX-1998 has completed three Phase 1 studies and patient dosing is underway in a Phase 2 clinical trial in PHN patients.

The Company’s early-stage pipeline includes pre-clinical compounds which are prodrugs of acetaminophen and various opioids. The Company has evaluated certain of these compounds in vitro and in vivo.

Safe Harbor Statement

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the Act). NeurogesX disclaims any intent or obligation to update these forward-looking statements, and claims the protection of the Safe Harbor for forward-looking statements contained in the Act. Examples of such statements include but are not limited to: statements regarding expectations regarding the submission of the supplemental new drug application for label expansion of Qutenza and the timing of retirement and replacement of the Company’s current President and Chief Executive Officer. Such statements are based on management’s current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to: difficulties or delays in the further development of Qutenza for additional indications, including difficulties or delays in the submission of the sNDA for Qutenza; and delays in the search for a replacement President and Chief Executive Officer. For further information regarding these and other risks related to NeurogesX’ business, investors should consult NeurogesX’ filings with the Securities and Exchange Commission.