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): April 24, 2008
Critical Therapeutics, Inc.
(Exact Name of Registrant as Specified in 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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60 Westview Street, Lexington, Massachusetts
(Address of Principal Executive Offices)
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02421
(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):
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))
Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2008, the “independent directors” (the “Independent Directors”) within the meaning of the NASDAQ rules of the Board
of Directors of Critical Therapeutics, Inc. (the “Company”) approved bonus payments to its
employees, including its executive officers, in an amount sufficient to satisfy the net federal and
state tax withholding obligations, including a related tax gross-up, that occur upon the vesting of
restricted stock on or about May 5, 2008.
In November 2007, the Company made restricted stock awards to certain of its employees, including
its executive officers, that vest as to 50% of the shares subject to the awards on May 5, 2008.
These restricted stock awards include 50,000 shares awarded to Trevor Phillips, Ph.D., the
Company’s President and Chief Executive Officer, and 25,000 shares awarded to each of Thomas P.
Kelly, the Company’s Chief Financial Officer and Senior Vice President of Finance and Corporate
Development, Scott B. Townsend, the Company’s Senior Vice President of Legal Affairs, General
Counsel and Secretary, and Jeffrey E. Young, the Company’s Chief Accounting Officer, Vice President
of Finance and Treasurer.
The aggregate amount of these bonus payments, including the amount of bonus payments to each
executive officer, depends on the actual closing price of the Company’s common stock on NASDAQ on
May 5, 2008. For illustrative purposes only, if the closing price of the Company’s common stock
was $0.66 per share on May 5, 2008, the aggregate amount of bonus payments to all employees is
estimated to be $60,000, of which approximately $9,200 would be payable to Dr. Phillips and
approximately $4,600 would be payable to each of the other executive officers.
These bonus payments are in lieu of allowing the Company’s employees to surrender shares of vested
restricted stock to satisfy tax withholding obligations. The Independent Directors also
determined that these bonus payments will reduce the amount of any annual discretionary cash
bonuses, if any, related to the year ending December 31, 2008 for these employees.
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