-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqH4s/MmEbfSLMceR5eFjTfgEOmO+2pYQhwUfdN0IUKwWGot/i3o8yG3r4hmQrMx X0dN9M8Al/FjU2c1D6hYNA== 0000936392-09-000023.txt : 20090120 0000936392-09-000023.hdr.sgml : 20090119 20090116182520 ACCESSION NUMBER: 0000936392-09-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090116 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090120 DATE AS OF CHANGE: 20090116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12943 FILM NUMBER: 09532605 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584522323 MAIL ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 8-K 1 a51119e8vk.htm FORM 8-K e8vk
 
 
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): January 16, 2009
 
CYPRESS BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   0-12943   22-2389839
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification
incorporation)       Number)
     
4350 Executive Drive, Suite 325, San Diego, CA
(Address of principal executive offices) 		  92121
(Zip Code)
(858) 452-2323
Registrant’s telephone number, including area code
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)
 
o   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))
 
 

 

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of Cypress Bioscience, Inc. (the “Company”) met to discuss whether the Company had achieved the Milnacipran Objective, as described in the Company’s 2008 Bonus Plan (the “2008 Bonus Plan”), a copy of which was filed as Exhibit 10.1 to Form 8-K filed on January 28, 2008, which is incorporated herein by reference. In light of the recent approval by the U.S. Food and Drug Administration (the “FDA”) of the Company’s New Drug Application for milnacipran for the management of fibromyalgia and in recognition of management’s diligent and consistent efforts to expedite such approval, the Committee determined that, while the Milnacipran Objective was not technically achieved because the approval by the FDA occurred in January 2009 rather than during 2008, such efforts merited payment of the bonuses related to that objective to the Company’s officers. As such, the Committee approved payment to the Company’s officers covered under the 2008 Bonus Plan of a bonus equal to 70% of their Target Bonus as identified in the 2008 Bonus Plan.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits:
10.1   2008 Bonus Plan for Officers, incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 28, 2008.

 

 

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.
         
 
  Cypress Bioscience, Inc.    
 
        
 
         
Date: January 16, 2009
   /s/ Sabrina Martucci Johnson    
 
       
 
  Sabrina Martucci Johnson    
 
  Executive Vice President, Chief Operating Officer    
 
  and Chief Financial Officer    

 

 

Exhibit Index
     
Number
  
Description
 
10.1
  2008 Bonus Plan for Officers, incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 28, 2008.

 

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