8-K

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:  June 6, 2011

(Date of earliest event reported)

CAPSTONE THERAPEUTICS 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):

[ ] 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))

Section 1 – Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement

On June 6, 2011, Capstone Therapeutics Corp. (formerly known as OrthoLogic Corp.) (the “Company”) amended the Rights Agreement dated as of June 19, 2007, and first amended on May 21, 2010 (as amended, 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 “Second 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

Second Amendment to Rights Agreement

As set forth under Item 1.01 of this Current Report on Form 8-K, on June 6, 2011, the Company and the Rights Agent entered into the Second Amendment to Rights Agreement to extend the expiration date of the Rights Agreement from June 19, 2011, to June 19, 2012. 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 Second 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 and the First Amendment to Rights Agreement attached as Exhibit 4.1 to our current Report on Form 8-K filed with the SEC on May 25, 2010.

Item 7.01  Regulation FD

On June 8, 2011, Capstone Therapeutics Corp. issued a press release announcing that it did not achieve a quorum at its Annual Meeting of Stockholders held on June 6, 2011, and that the meeting was adjourned to June 28, 2011.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

Exhibit No.	Description
4.1	Second Amendment to Rights Agreement, dated as of June 6, 2011, by and between Capstone Therapeutics Corp. and The Bank of New York.
99.1	Press release issued June 8, 2011.

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:  June 8, 2011	CAPSTONE THERAPEUTICS CORP.
	/s/ John M. Holliman, III
	John M. Holliman
	Executive Chairman

Exhibit Index to Form 8-K

Exhibit No.	Description
4.1	Second Amendment to Rights Agreement, dated as of June 6, 2011, between Capstone Therapeutics Corp. and The Bank of New York.
99.1	Press release issued June 8, 2011.

EX-4

EXHIBIT 4.1

SECOND AMENDMENT TO RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (“Amendment”), dated as of June 6, 2011, 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.   On May 21, 2010 the Company approved the First Amendment to Rights Agreement extending the expiration of the Rights Agreement from June 19, 2010 to June 19, 2011.

D.  The Company and the Rights Agent now wish to amend the Rights Agreement to reflect 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.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, 2012 (the “Final Expiration Date”) or (ii) the date on which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”).

2.All references to the date of June 19, 2011 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, 2012.

3.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

EX-99

EXHIBIT 99.1

Capstone Therapeutics Announces Adjournment of Its Annual Meeting of Stockholders and Intention to Reconvene the Meeting on June 28, 2011

TEMPE, Ariz., June 8, 2011 (GLOBE NEWSWIRE) -- Capstone Therapeutics (Nasdaq:CAPS) (the "Company") announced that at its Annual Meeting held on Monday June 6, 2011, there were insufficient shares represented by person or by proxy at the meeting to establish a quorum for the election of directors. Accordingly, the meeting was adjourned and scheduled to reconvene on June 28, 2011 at 10:00 AM PDT at the Company's offices located at 1275 W. Washington Street, Suite 101, Tempe, Arizona.

Brokers are no longer allowed to vote without instructions on the election of directors, making it very important for stockholders to vote to ensure sufficient votes are present to achieve a quorum. Without a quorum, the directors cannot be elected at the reconvened meeting. Stockholders are requested to either return their proxy cards in the envelope provided with the previously delivered proxy materials or vote on www.proxyvote.com. Stockholders may contact their broker to obtain their voter identification number if they no longer can locate their proxy card.

Copies of the Company's proxy materials are available at www.capstonethx.com .

Capstone's corporate headquarters are in Tempe, Arizona. For more information, please visit the Company's website: www.capstonethx.com.

The Capstone Therapeutics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5429

Editor's Note: This press release is also available under the Investors section of the Company's website at www.capstonethx.com.

CONTACT: Karen Struck, Investor Relations
         (602) 286-5250
         kstruck@capstonethx.com

         Lauren Glaser - The Trout Group
         (415) 392-3310
         lglaser@troutgroup.com