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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 7, 2006
Critical Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-50767 04-3523569
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
60 Westview Street, Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 402-5700
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):
|_| 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))
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Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
M. Cory Zwerling.
On October 9, 2006, the Board elected M. Cory Zwerling, age 47, as a Class I
director. Mr. Zwerling's term as a Class I director will continue until the 2008
annual meeting of stockholders of the Company and thereafter until his successor
is elected and qualified. Mr. Zwerling also was appointed to serve as a Chair of
the Board's Strategic Advisory Committee.
From 1987 to July 2006, Mr. Zwerling served in a variety of roles for
Bristol-Myers Squibb, a pharmaceutical company, including President of
Bristol-Myers Squibb Medical Imaging from April 2002 to July 2006, and Vice
President, Global Marketing of the Worldwide Medicines Group from June 2001 to
April 2002. During his time with Bristol-Myers Squibb, Mr. Zwerling also served
as Area Vice President U.S. Sales, General Manager of Worldwide Medicines in
Thailand and a variety of other sales, marketing and commercial roles. From 1986
to 1987, Mr. Zwerling served as a management consultant with Touche Ross & Co.
Mr. Zwerling holds a B.A. in Economics from Cornell University and an M.S. from
the Sloan School of Management at the Massachusetts Institute of Technology.
In accordance with the Company's Non-Employee Director Compensation and
Reimbursement Policy, the Company granted to Mr. Zwerling upon his election to
the Board a nonstatutory stock option to purchase 25,000 shares of common stock
under the Stock Incentive Plan, at an exercise price of $2.40 per share, the
closing price per share of the Company's common stock as reported on the Nasdaq
Global Market on October 9, 2006. The option is exercisable in 36 equal monthly
installments with the first installment vesting on November 9, 2006.
H. Shaw Warren, M.D.
On October 7, 2006, H. Shaw Warren, M.D., a class I director, resigned from the
Board.
Item 8.01. Other Events.
On October 9, 2006, Robert H. Zeiger, a member of the Board, stepped down as
Executive Chairman of the Company. Mr. Zeiger was appointed to the position of
Executive Chairman as of June 26, 2006. Mr. Zeiger will continue to serve as a
member of the Board.
On October 9, 2006, a majority of the independent directors of the Board
appointed Richard Dugan as Lead Independent Director of the Board. As Lead
Independent Director, Mr. Dugan will consult with the President and the Board's
Nominating and Corporate Governance Committee on matters relating to corporate
governance and the performance of the Board. The Lead Independent Director
provides assistance to the President and Corporate Secretary in planning board
agendas, acts as the leader of the independent directors and acts as the chair
of the independent directors in meetings of the independent directors. Mr.
Dugan, a member of the Board since April 2004, is currently also serving as the
Chair of the Audit Committee of the Board.
SIGNATURE
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.
Date: October 13, 2006 CRITICAL THERAPEUTICS, INC.
By: /s/ Frank E. Thomas
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Frank E. Thomas
President