-----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, Uy+HEemsWC0I1I3jpJzmHjWFbMTihuD2QrTxuQuVWITyC+xaxxSGxMH5IuwDgcu6 1z2TMXdAN3adw1UrtXr19A== 0001140361-10-022961.txt : 20100525 0001140361-10-022961.hdr.sgml : 20100525 20100525134605 ACCESSION NUMBER: 0001140361-10-022961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100521 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100525 DATE AS OF CHANGE: 20100525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Capstone Therapeutics Corp. CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33560 FILM NUMBER: 10856339 BUSINESS ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET STREET 2: SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6022865520 MAIL ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET STREET 2: SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: ORTHOLOGIC CORP DATE OF NAME CHANGE: 19940211 8-K 1 form8k.htm CAPSTONE THERAPEUTICS 8-K 5-21-2010 form8k.htm


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:  May 21, 2010
(Date of earliest event reported)

 
CAPSTONE THERAPEUTICS CORP. (f/k/a ORTHOLOGIC CORP.)
(Exact name of registrant as specified in its charter)

Delaware
 
000-21214
 
86-0585310
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

 
1275 West Washington Street, Suite 101, Tempe, Arizona
 
85281
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(602) 286-5520
 
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):
 
 
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))
 


 
 

 

Section 1 – Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement
 
On May 21, 2010, Capstone Therapeutics Corp. (formerly known as OrthoLogic Corp.) (the “Company”) amended the Rights Agreement dated as of June 19, 2007 (the “Rights Agreement”), by and between the Company and The Bank of New York as rights agent (the “Rights Agent”).  A description of the material terms of the amendment (the “First Amendment to Rights Agreement”) is set forth under Item 3.03 of this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

 
Section 3 – Securities and Trading Markets

Item 3.03  Material Modification to Rights of Security Holders

First Amendment to Rights Agreement

As set forth under Item 1.01 of this Current Report on Form 8-K, on May 21, 2010, the Company and the Rights Agent entered into the First Amendment to Rights Agreement to extend the expiration date of the Rights Agreement from June 19, 2010, to June 19, 2011, and to reflect the change of the Company’s name from OrthoLogic Corp. to Capstone Therapeutics Corp.  No other changes were made to the Rights Agreement.  The Rights Agreement provides each holder of our Common Stock on or prior to the earliest of the Separation Date, the Redemption Date and the Final Expiration Date (as such terms are defined in the Rights Agreement) to purchase one-one hundredth (1/100) of a share of our Series A Preferred Stock under certain circumstances.

The foregoing description does not purport to be a complete description of the rights and obligations under the Rights Agreement and is qualified in its entirety by reference to the First Amendment to Rights Agreement, attached as Exhibit 4.1 to this Form 8-K, as well as to the Rights Agreement, attached as Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 25, 2007.

Put Rights

At our Annual Meeting of Stockholders on May 21, 2010, our stockholders approved an amendment to our Restated Certificate of Incorporation, which is reflected in Article 5A of the Certificate of Amendment of Restated Certificate of Incorporation attached as Exhibit 3.1 to this Form 8-K, to provide each record holder of our Common Stock as of June 30, 2011 with the right to require us, under certain circumstances, to purchase for cash all or a portion of the shares of Common Stock held by such holder at a formula-based price on or about July 31, 2011 (the “put right”). Unless terminated earlier, the put rights will become exercisable by holders of our Common Stock as of June 30, 2011.  We expect to facilitate the exercise of the put rights through the use of a tender offer, informing stockholders of the amount of cas h that would be paid for each properly exercised put right and the process by which to exercise such put rights. The cash price to be paid to stockholders for each properly exercised put right would be based on a formula calculated by us as of June 30, 2011, which price is intended to approximate the per-share equivalent of 90% of our available cash as of June 30, 2011.  For further information about the put rights, see the description under “Proposal 2: Amendment to our Restated Certificate of Incorporation to provide a Put Right, to each holder of our Common Stock as of June 30, 2011” in our Proxy Statement filed with the Securities and Exchange Commission on April 4, 2010 (“Proxy Statement”), which description is incorporated in this Item 3.03 by this reference.

 
 

 

The foregoing description does not purport to be a complete description of the put rights and is qualified in its entirety by reference to Article 5A of the Certificate of Amendment of Restated Certificate of Incorporation, attached as Exhibit 3.1 to this Form 8-K.
 
 
Section 5  -  Corporate Governance and Management

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

(d)  Appointment of Robert J. Spiegel, MD as a Class I Director

On May 21, 2010, our Board of Directors appointed Robert J. Spiegel, MD, to fill a vacancy on our Board of Directors as a Class I Director.  Dr. Spiegel’s  term will expire upon the election and qualification of his successor at the Company’s 2013 Annual Meeting of Stockholders.  Dr. Spiegel was recommended for service by our President, Randolph C. Steer, MD, Ph.D., and Dr. Spiegel has no arrangement or understanding with any person pursuant to which he was selected as a director.  Dr. Spiegel is an independent director as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.  Effective with the appointment to the Board of Directors, on May 21, 2010, Dr. Spiegel was granted fully vested non-qualified stock options to purchase 50,000 shares of the Company’s Common Stock , with the exercise price of $0.82, equal to the closing market price of the Company’s Common Stock on the date of grant.

On May 24, 2010, we issued a press release announcing the appointment.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
Annual Meeting of Stockholders

(a)        Our Annual Meeting of Stockholders was held on May 21, 2010.
(b)        At the annual meeting, our stockholders elected our nominee for Class I Director, approved the amendment of our Restated Certificate of Incorporation to provide each holder of our Common Stock as of June 30, 2011 a “Put Right” and to change our name from OrthoLogic Corp. to Capstone Therapeutics Corp., and ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm.

 
 

 

The certified results of the matters voted upon at the meeting, which are more fully described in our Proxy Statement, are as follows:


Proposal 1: Proposal to Elect One Class I Director For Term Expiring in Year 2013

 
Number of Shares
Director Name
For
Withheld
Broker Non-Votes
       
Fredric J. Feldman, Ph.D
22,271,302
2,025,995
7,912,833


Proposal 2: Approval of Amendment to our Restated Certificate of Incorporation to Provide a Put Right to Each Holder of our Common Stock as of June 30, 2011

Number of Shares
For
Against
Abstain
Broker Non-Votes
22,385,632
1,780,438
131,227
7,912,833


Proposal 3: Approval of Amendment to our Restated Certificate of Incorporation to Change our Name to Capstone Therapeutics Corp.

Number of Shares
For
Against
Abstain
Broker Non-Votes
30,131,674
1,907,486
170,970
7,912,833


Proposal 4: Proposal to Ratify the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2010.

Number of Shares
For
Against
Abstain
Broker Non-Votes
30,127,482
1,018,061
1,064,587
0
 
 
Section 8 – Other Events
 
Item 8.01   Other Events

On March 5, 2008, we announced that our Board of Directors had approved a stock repurchase program for up to five percent of our then outstanding shares.  The shares would be repurchased from time to time in open market transactions or privately negotiated transactions at management’s discretion, subject to market conditions and other factors.

 
 

 

In 2008, we repurchased and retired 1,131,622 shares of our Common Stock at a total cost of $1,041,000.  No additional shares were purchased in 2009 or in 2010 to date.

On May 21, 2010, our Board of Directors canceled the stock repurchase program.
 
 
Section 9 – Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits
 
Exhibit No.
Description
 
3.1
Certificate of Amendment of Restated Certificate of Incorporation.
   
4.1
First Amendment to Rights Agreement, dated as of May 21, 2010, by and between Capstone Therapeutics Corp. and The Bank of New York.
   
99.1
Press Release dated May 24, 2010, announcing the appointment of Robert J. Spiegel, MD, to the Board of Directors.

 
 

 

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.
 
 
Dated:  May 25, 2010
ORTHOLOGIC CORP.
 
       
       
   
/s/ John M. Holliman, III
 
   
John M. Holliman
 
   
Executive Chairman
 
       

 
 

 

OrthoLogic Corp.
Exhibit Index to Form 8-K

Exhibit No.
Description
 
Certificate of Amendment of Restated Certificate of Incorporation.
   
First Amendment to Rights Agreement, dated as of May 21, 2010, between Capstone Therapeutics Corp. and The Bank of New York.
   
Press Release dated May 24, 2010, announcing the appointment of Robert J. Spiegel, MD, to the Board of Directors.

 

EX-3.1 2 ex3_1.htm EXHIBIT 3.1 ex3_1.htm

Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ORTHOLOGIC CORP.
 
 
OrthoLogic Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
 
 
FIRST:
The name of the corporation is OrthoLogic Corp.
 
 
SECOND:
The Restated Certificate of Incorporation of the corporation is hereby amended by striking out Article 1 thereof and by substituting in lieu of such Article the new Article 1 and by adding the new Article 5A as follows:
 
1.           Name.   The name of the corporation is:
 
Capstone Therapeutics Corp. (the “Corporation”)
 
5A.        Common Stock Put Right.
 
 
  (a)
Definitions.  For purposes of this Article 5A, the following terms shall have the following meanings:
 
 
(1)
“Available Cash” means Net Liquid Assets less Commitments and Contingencies, each calculated as of the Record Date.
 
 
 
(2)
“Change of Control Transaction” means the occurrence of any of the following:
 
(a) any “person” or “group” (as such terms are defined in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended, or any successor provisions (the “Exchange Act”)) becomes the “beneficial owner” (as determined in accordance with Rule 13d-3 under the Exchange Act), directly or indirectly, of shares of voting securities of the Corporation representing 50% or more of the total voting power of all outstanding voting securities of the Corporation;
 
(b) the sale, lease, license, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Corporation; or

 
 

 

(c)  any merger, consolidation, share exchange, business combination or similar transaction in which the Corporation is not the surviving entity or in which the holders of the outstanding shares of stock of the Corporation immediately prior to such transaction hold, immediately after such transaction, less than 51% of the total voting power of the outstanding securities of the surviving or resulting entity in such transaction.
 
 
(3)
“Commencement Date” means the date specified by the Corporation as the first date on which the Put Rights may be exercised, as set forth in the Put Notice.
 
 
(4)
“Commitments and Contingencies” means the amount of funds necessary to satisfy all obligations and liabilities of the Corporation, including contingent obligations and liabilities, which are then outstanding or would arise if the Corporation was liquidated, as determined by the Board of Directors in its sole and absolute discretion.
 
 
(5)
“Depositary” means the bank or trust company having combined capital, surplus and undivided profits of at least $500,000,000 which is appointed by the Corporation to serve as agent for the purpose of receiving certificates representing shares of Common Stock upon exercise of the Put Right, and distributing the Put Price therefor.
 
 
(6)
“Letter of Transmittal” means the notice delivered to each holder of record as of the Record Date, containing instructions as to how to exercise the Put Right, including a form of written notice for exercising the Put Right.
 
 
(7)
“Material Transaction” means a partnering, development or any other transaction, whether commercial, investment or otherwise, that the Board of Directors in its sole and absolute discretion determines is material to the Corporation.
 
 
(8)
“Net Liquid Assets” means the sum of the Corporation’s cash and cash equivalents and the liquidation value of the Corporation’s other disposable assets, as determined by the Board of Directors in its sole and absolute discretion.
 
 
(9)
“Put Notice” means the written notice from the Corporation to each holder of record of Common Stock on the Record Date, notifying such holder of the Put Right, the Commencement Date, the Closing Date, and the Put Price, and providing a Letter of Transmittal.

 
2

 
 
 
(10)
“Put Period” means the period beginning on the Commencement Date and ending on the Closing Date.
 
 
(11)
“Put Price” means an amount equal to 90% of Available Cash divided by the number of Puttable Shares.
 
 
(12)
“Put Right” means the right to require the Corporation to redeem all or any portion of such holder’s Puttable Shares at a cash price equal to the Put Price in accordance with and subject to the terms and conditions of this Article 5A.
 
 
(13)
“Puttable Shares” means all shares of Common Stock outstanding as of the Record Date.
 
 
(14)
“Record Date” means June 30, 2011.
 
 
(15)
“Closing Date” means July 31, 2011, or such later date as may be designated by the Board of Directors.
 
 
  (b)
Each holder of record of Common Stock on the Record Date shall have a Put Right beginning on the Commencement Date and ending on the Closing Date.
 
 
  (c)
With respect to each Puttable Share as to which the Put Right has been properly exercised, the Corporation shall pay the holder an amount equal to 90% of Available Cash divided by the number of shares of Common Stock outstanding as of the Record Date.
 
 
  (d)
If, after the Record Date, the Corporation shall effect a subdivision or combination of the Common Stock into a greater or lesser number of shares of Common Stock, or declare a dividend on the Common Stock payable in shares of Common Stock, then in each such case the Put Price shall be adjusted by multiplying the Put Price in effect immediately prior to such event by the ratio of the number of shares of Common Stock outstanding immediately prior to such event to the number of shares of Common Stock outstanding immediately after such event.  If the Corporation shall at any time declare or pay any dividend on Common Stock in cash, securities or other property other than Common Stock, the Put Price shall be reduced by the per share value of such dividend.   The Board of Directors shall determine in its sole and absolute discretion the value of any non-cash dividend for purposes of calculating any adjustment to the Put Price.
 
 
  (e)
As soon as practicable following the Record Date, the Corporation shall mail the Put Notice to each holder of record of Puttable Shares to such holder’s address as it appears on the stock register of the Corporation.  A holder of Puttable Shares may exercise his, her or its Put Right by delivering to the Depositary a duly and properly completed Letter of Transmittal during the Put Period, specifying, among other things, the number of Puttable Shares as to which the Put Right is being exercised and accompanied by a certificate or certificates representing such shares, with all necessary endorsements and stock powers.

 
3

 
 
 
  (f)
As soon as practicable following the Closing Date, the Corporation shall deposit with the Depositary funds in an amount sufficient to pay the Put Price for all Puttable Shares as to which Put Rights have been properly exercised.  Each holder of Puttable Shares who has properly exercised the Put Right shall be paid the Put Price for each such share as soon as practicable following the Closing Date.  In the event that a holder of Puttable Shares exercises his, her or its Put Right with respect to less than all of the Puttable Shares held by such holder, a new certificate representing the shares of Common Stock as to which the Put Right was not exercised will be issued to the holder of such shares as soon as practicable after the Closing Date.
 
 
  (g)
Notwithstanding any other provision of this Article 5A, the Corporation’s obligation to pay the Put Price in respect of Puttable Shares as to which Put Rights have been properly exercised shall be subject to the satisfaction of each of the following conditions:
 
 
(1)
compliance with all applicable federal and state securities laws, including without limitation the filing with the U.S. Securities and Exchange Commission of an issuer tender offer statement on Schedule TO and Schedule 13E-3, to the extent required;
 
 
(2)
compliance with all other applicable laws, including Delaware General Corporation Law §160 relating to repurchases of shares;
 
 
(3)
availability of sufficient cash to pay the Put Price in respect of all Puttable Shares as to which Put Rights have been properly exercised;
 
 
(4)
absence of any court or administrative order or proceeding prohibiting or seeking the prohibition of the consummation of the redemption of Puttable Shares hereunder; and
 
 
(5)
less than 100% of the Puttable Shares having been put pursuant to the Put Rights.
 
If any of the above conditions are not satisfied, the Corporation shall not be obligated to pay the Put Price in respect of Puttable Shares as to which Put Rights have been properly exercised.
 
 
  (h)
Notwithstanding any other provision of this Article 5A, the Put Rights will terminate immediately upon the occurrence of any of the following:

 
4

 
 
 
(1)
the Corporation enters into a Material Transaction;
 
 
(2)
the Corporation consummates a Change of Control Transaction;
 
 
(3)
the Board of Directors approves a plan of dissolution or liquidation at any time prior to the redemption of Puttable Shares hereunder, whether before or after the Commencement Date; or
 
 
(4)
the Put Rights are exercised with respect to 100% of the Puttable Shares, in which case the Board of Directors shall promptly thereafter propose a plan of dissolution or liquidation to stockholders in accordance with the Delaware General Corporation Law.
 
 
  (i)
Provided that all conditions to the payment of the Put Price have been satisfied and the Put Rights have not otherwise terminated in accordance with this Article 5A, the Corporation shall pay the Put Price in respect of all, and not less than all, Puttable Shares as to which Put Rights have been properly exercised.
 
 
 
THIRD:
The amendments of the Restated Certificate of Incorporation herein certified have been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
 
 
[Signature Page Follows]

 
5

 

In Witness Whereof, the undersigned authorized officer of OrthoLogic Corp. t/b/k/a Capstone Therapeutics Corp. has caused this Certificate of Amendment of Restated Certificate of Incorporation be signed this 21st day of May, 2010.
 
 
 
/s/  John M. Holliman, III
 
 
Name:  John M. Holliman, III
 
 
Title:    Executive Chairman
 

 
6

EX-4.1 3 ex4_1.htm EXHIBIT 4.1 ex4_1.htm

Exhibit 4.1
 
FIRST AMENDMENT TO RIGHTS AGREEMENT
 
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (“Amendment”), dated as of May 21, 2010, is between CAPSTONE THERAPEUTICS CORP., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York corporation (the “Rights Agent”).
 
A.  The Company and the Rights Agent entered into a Rights Agreement, dated as of June 19, 2007 (the “Rights Agreement”), with the Company party thereto under the name of OrthoLogic Corp.
 
B.  Subsequent to the execution of the Rights Agreement, the Company changed its name from OrthoLogic Corp. to Capstone Therapeutics Corp.
 
C.  The Company and the Rights Agent now wish to amend the Rights Agreement to reflect the Company’s name change and an amendment to the Final Expiration Date (as defined therein), as set forth herein.
 
Accordingly, in consideration of the premises and the mutual agreements herein set forth, the Rights Agreement is hereby amended as follows:
 
1.           All references in the Agreement to “OrthoLogic Corp.” shall hereby be changed to “Capstone Therapeutics Corp.”

2.           Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

(a)           Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Separation Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Series A Share as to which the Rights are exercised, at or prior to the close of business on the earlier of (i) June 19, 2011 (the “Final Expiration Date”) or (ii) the date on which the Rights are redeemed as provided in Section 23 hereof (the “Redempti on Date”).

3.           All references to the date of June 19, 2010 in Exhibit B (the Form of Right Certificate) and Exhibit C (the Summary of Rights to Purchase Series A Stock) to the Rights Agreement shall hereby be changed to June 19, 2011.

4.           Except as amended pursuant to this Amendment, the Rights Agreement shall remain in force and effect in accordance with its terms.


[signatures on following page]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Rights Agreement to be duly executed as of the day and year first above written.
 
 
 
CAPSTONE THERAPEUTICS CORP.
 
       
       
 
By:
/s/ John M. Holliman, III
 
   
Name:   John M. Holliman, III
 
   
Title:      Executive Chairman
 
       
       
 
THE BANK OF NEW YORK
 
       
       
 
By:
/s/ Steven Myers
 
   
Name:   Steven Myers
 
   
Title:      Vice President
 

 
C-2

EX-99.1 4 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1
 
logo
1275 West Washington Street - Suite 101
Tempe, AZ 85281
(602) 286-5520
www.capstonethx.com
Nasdaq: CAPS


FOR FURTHER INFORMATION:
 
Karen Struck, Investor Relations
Lauren Glaser – The Trout Group
(602) 286-5250
(415) 392-3310
kstruck@capstonethx.com
lglaser@troutgroup.com
 
Capstone Therapeutics Corp. Appoints Robert J. Spiegel, MD
to Board of directors

Tempe, AZ – May 24, 2010Capstone Therapeutics Corp. (Nasdaq: CAPS), (formerly OrthoLogic Corp.; the “Company”), announced today the appointment of Robert J. Spiegel, MD to its Board of Directors.
 
Dr. Spiegel has over 25 years of executive-level pharmaceutical development and product commercialization experience with Schering-Plough.  Until his retirement in November 2009, Dr. Spiegel held the position of Chief Medical Officer at Schering-Plough and was a member of their Pharmaceutical Leadership Board and Corporate Licensing Review Board; he was also Chairman of Schering-Plough’s Safety Review Board and Preparedness Response Committee (Crisis Control).  While with Schering-Plough, Dr. Spiegel was involved in the filing of over thirty NDA submissions and interacted with US FDA and EU regulatory authorities on a regular basis, serving on the executive committees overseeing all research projects and drug licensing activities.  He also served as the lead Schering-Plough representative in numerous joint venture development projects with biotechnology and other large pharmaceutical partnerships.  Dr. Spiegel originally joined Schering-Plough as Director, Clinical Research, progressing through clinical operations as Vice President, Clinical Research, Senior Vice President, Worldwide Clinical Research, becoming Chief Medical Officer in 1998.  Dr. Spiegel received his undergraduate degree, cum laude, from Yale University and his MD from the University of Pennsylvania.
 
“We are pleased to welcome Dr. Spiegel to our Board of Directors,” said John M. (Jock) Holliman, III, Executive Chairman, Capstone Therapeutics.  “He is a world-class industry veteran with precisely the right skill set to complement our Board.  Dr. Spiegel’s contributions will prove invaluable as we advance AZX100 toward commercialization.”
 
About Capstone Therapeutics
 
Capstone Therapeutics Corp. (formerly OrthoLogic Corp.) is a biotechnology company committed to developing a pipeline of novel therapeutic peptides aimed at helping patients with under-served medical conditions.  The Company is focused on development and commercialization of two product platforms: AZX100 and Chrysalin® (rusalatide acetate or TP508).
 
AZX100 is a novel synthetic 24-amino acid peptide, one of a new class of compounds in the field of smooth muscle relaxation and fibrosis.  Based on its demonstrated effects in pre-clinical models and safety in clinical trials, AZX100 is currently being evaluated for commercially significant medical applications such as the prevention or reduction of hypertrophic and keloid scarring, treatment of pulmonary fibrosis and intimal hyperplasia.  Capstone has an exclusive worldwide license to AZX100.
 
Chrysalin, the Company’s novel synthetic 23-amino acid peptide, has been proven in multiple pre-clinical and clinical models to stimulate cellular events leading to angiogenesis, revascularization, and repair of dermal and musculoskeletal tissues.  It is currently being evaluated in disorders that involve vascular endothelial dysfunction, such as acute myocardial infarction and chronic myocardial ischemia.  The Company owns exclusive worldwide rights to Chrysalin.
 
Capstone’s corporate headquarters are in Tempe, Arizona.  For more information, please visit the Company's website: www.capstonethx.com.

 
 

Page 2 of 2 

Statements in this press release or otherwise attributable to Capstone regarding our business that are not historical facts are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include the timing and acceptability of FDA filings and the efficacy and marketability of potential products, involve risks and uncertainties that could cause actual results to differ materially from predicted results. These risks include: delays in obtaining or inability to obtain FDA, institutional review board or other regulatory approvals of pre-clinical or clinical testing; unfavorable outcomes in our pre-clinical and clinical testing; the development by others of competing technologies and therapeutics that may have greater efficacy or lower cost ; delays in obtaining or inability to obtain FDA or other necessary regulatory approval of our products; our inability to successfully and cost effectively develop or outsource manufacturing and marketing of any products we are able to bring to market; changes in FDA or other regulations that affect our ability to obtain regulatory approval of our products, increase our manufacturing costs or limit our ability to market our product; effects on our stock price and liquidity if we are unable to meet the requirements for continued listing on the Nasdaq Capital Market; effects of the Capstone Stockholder Put Right on our stock price, liquidity or our ability to continue operations; our need for additional capital in the future to fund the continued development of our product candidates; and other factors discussed in our Form 10-K for the fiscal year ended December 31, 2009, and other documents we file with the Securities and Exchange Commission.
 
###
 
Editor’s Note:  This press release is also available under the Investors section of the Company’s website at www.capstonethx.com.
 
 

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