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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): July 8, 2009
Cornerstone Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-50767
(Commission
File Number)
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04-3523569
(IRS Employer
Identification No.) |
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1255 Crescent Green Drive, Suite 250, Cary, NC
(Address of Principal Executive Offices)
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27518
(Zip Code) |
Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On
July 8, 2009, Cornerstone Therapeutics Inc. announced that it will hold a special meeting
of its stockholders on August 27, 2009. At the special meeting of stockholders, Cornerstone’s
stockholders will be asked approve a series of amendments to Cornerstone’s certificate of
incorporation that if adopted will implement governance arrangements and provide Chiesi
Farmaceutici SpA with certain majority stockholders rights. Cornerstone has agreed with Chiesi
that it would present these proposals to its stockholders in connection with the issuance and sale
of Cornerstone’s common stock to Chiesi pursuant to the Stock Purchase Agreement, dated as of May
6, 2009, between Cornerstone and Chiesi.
Reference is hereby made to the press release, which is attached as Exhibit 99.1 hereto, and
is incorporated herein by reference.
Important Information
Cornerstone has filed a proxy statement and other documents regarding the proposed amendments
to Cornerstone’s certificate of incorporation with the SEC. Security holders are urged to read the
proxy statement carefully because it contains important information
about Cornerstone and the proposed amendments. A definitive proxy statement
will be sent to stockholders of Cornerstone seeking their approval of the proposed amendments.
Investors and security holders may obtain a free copy of the definitive proxy statement (when
available) and other documents filed by Cornerstone with the SEC at the SEC’s website at
www.sec.gov or from Cornerstone’s website at www.crtx.com. The definitive proxy
statement (when available) and other relevant documents may also be obtained free of cost by
directing a request to Cornerstone Therapeutics Inc., 1255 Crescent Green Drive, Suite 250, Cary,
North Carolina 27518, attention: Chief Financial Officer.
Participants in Solicitation
Cornerstone and its directors, members of management and other employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Cornerstone in connection with
the transaction. Information about Cornerstone and its directors and executive officers can be
found in Cornerstone’s proxy statement and Annual Report on Form 10-K for the year ended December
31, 2008 previously filed with the SEC. Additional information regarding the interests of those
persons may be obtained by reading the proxy statement relating to the proposed amendments to
Cornerstone’s certificate of incorporation when it becomes available.
Item 9.01 Financial Statements and Exhibits
99.1 Press
Release issued by Cornerstone Therapeutics Inc. dated July 8, 2009.
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.
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CORNERSTONE THERAPEUTICS INC.
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| Dated: July 8, 2009 |
By: |
/s/ David Price
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David Price |
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Executive Vice President, Finance
and Chief Financial Officer |
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Exhibit Index
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| Exhibit No. |
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Description |
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99.1
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Press Release issued by Cornerstone Therapeutics Inc. dated
July 8, 2009 |