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): August 9, 2005
Critical Therapeutics, Inc.
(Exact name of registrant as specified in charter)
| |
|
|
|
|
Delaware
(State or other juris-
diction of incorporation)
|
|
000-50767
(Commission
File Number)
|
|
04-3523569
(IRS Employer
Identification No.) |
| |
|
|
60 Westview Street, Lexington, Massachusetts
(Address of principal executive offices)
|
|
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)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On August 9, 2005, Paul D. Rubin, M.D., the President and Chief Executive Officer and a member
of the Board of Directors of Critical Therapeutics, Inc. (the “Company”), adopted a pre-arranged
trading plan in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934 (the
“Exchange Act”) and the Company’s insider trading policy governing transactions in the Company’s
securities by its directors, executive officers and employees.
On August 9, 2005, Trevor Phillips, Ph.D., the Chief Operating Officer and Senior Vice
President of Operations of the Company, adopted a pre-arranged trading plan in accordance with Rule
10b5-1 of the Exchange Act and the Company’s insider trading policy governing transactions in the
Company’s securities by its directors, executive officers and employees.
On August 12, 2005, H. Shaw Warren, M.D., a member of the Board of Directors of the Company,
adopted a pre-arranged trading plan in accordance with Rule 10b5-1 of the Exchange Act and the
Company’s insider trading policy governing transactions in the Company’s securities by its
directors, executive officers and employees.
Dr. Rubin’s plan provides for the sale of up to 180,000 shares of the Company’s common stock
over an 18-month period beginning on October 15, 2005. Dr. Phillips’ plan provides for the sale of
up to 56,944 shares of the Company’s common stock over a 28-month period beginning on September 19,
2005. Dr. Warren’s plan provides for the sale of up to 140,000 shares of the Company’s common
stock over a 12-month period beginning on October 1, 2005. Under the terms of all three plans,
shares will be sold on the open market at prevailing market prices, subject to minimum price
thresholds.
The pre-arranged trading plans were adopted in order to allow Drs. Rubin, Phillips and Warren
to sell a portion of their shares of common stock of the Company (or shares of common stock
acquired upon exercise of vested stock options) over time as part of their respective long-term
strategies for individual asset diversification and liquidity. Drs. Rubin, Phillips and Warren are
required to disclose publicly the transactions under the plans pursuant to Section 16(a) of the
Exchange Act through Form 4 filings with the Securities and Exchange Commission.
Rule 10b5-1 promulgated under the Exchange Act allows persons who are not aware of material,
non-public information to adopt written, pre-arranged trading plans. Individuals may use these
plans to diversify their investment portfolios over time. Drs. Rubin, Phillips and Warren, as well
as other executive officers and directors of the Company, may modify or terminate these plans or
adopt similar plans in the future. The Company does not undertake to report Rule 10b5-1 plans that
may be adopted by any of our executive officers or directors in the future, or to report any
modifications or termination of any publicly announced plan, except to the extent required by law.