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): May 7, 2009
Cornerstone Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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000-50767
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04-3523569 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 1255 Crescent Green Drive, Suite 250, Cary, NC
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27518 |
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(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 (see General
Instruction A.2. below):
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 2.02 Results of Operations and Financial Condition.
On May 7, 2009, Cornerstone Therapeutics Inc. (the “Company”) announced its financial results for
the three months ended March 31, 2009. A copy of the press release issued in connection with the
announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing by the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On May 7, 2009, the Company announced that it, Chiesi Farmaceutici SpA
(“Chiesi”) and certain related parties
have entered into a series of agreements, each dated May 6, 2009, pursuant to
which, among other things, (i) Chiesi will invest $15.8 million in cash in the Company and will
grant the Company the exclusive distribution rights to Chiesi’s Curosurf® treatment for a ten-year
term, (ii) in exchange for Chiesi’s cash investment and the U.S. Curosurf® distribution rights,
Cornerstone will issue 11,902,741 shares of its common stock to Chiesi and (iii) Chiesi will
purchase an aggregate of 1.6 million shares of the Company’s common stock from two of the Company’s
stockholders at a price of $5.50 per share. Completion of the transaction is subject to the
approval of the Company’s stockholders and other customary conditions.
A copy of the
press release issued
in connection with the announcement of these transactions is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information required
by the other applicable items of Form 8-K related to the transaction will be filed in a separate
Current Report on Form 8-K.
Important Information
The Company will file a proxy statement and other documents regarding the transaction described in
this Item 8.01 with the Securities and Exchange Commission (the “SEC”). Investors and security
holders are urged to read the proxy statement carefully when it becomes available, because it will
contain important information about the Company and the transaction. A definitive proxy statement
will be sent to stockholders of the Company seeking their approval of the transaction. Investors
and security holders may obtain a free copy of the definitive proxy statement (when available) and
other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or
from the Company’s website at www.crtx.com. The definitive proxy statement 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
The Company and its directors, members of management and other employees may be deemed to be
participants in the solicitation of proxies from the stockholders of the Company in connection with
the transaction. Information about the Company and its directors and executive officers can be
found in the Company’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 transaction when it becomes
available.
Item 9.01. Financial Statements and Exhibits.
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Exhibits. |
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See the Exhibit Index attached hereto. |