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 8, 2008
Critical
Therapeutics, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
000-50767 |
04-3523569 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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))
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2008, Critical Therapeutics, Inc. (the “Company”) announced
its financial results for the three months ended March 31, 2008 and
provided a business update, including with respect to the supply chain
for ZYFLO CRTM (zileuton) extended-release tablets and a
reduction in the Company’s workforce. The full text of the press release
issued in connection with the announcement is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 8.01 Other Events.
The press release issued by the Company on May 8, 2008 announcing its
financial results for the three months ended March 31, 2008 also
provides updates with respect to the status of the Company’s proposed
transaction with Cornerstone BioPharma Holdings, Inc. (“Cornerstone”)
pursuant to the Agreement and Plan of Merger, dated as of May 1, 2008,
among the Company, Neptune Acquisition Corp. and Cornerstone. The press
release, which is attached as Exhibit 99.1 hereto, is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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See Exhibit Index attached hereto. |
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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.
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Date: |
May 8, 2008 |
CRITICAL THERAPEUTICS, INC. |
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By: |
/s/ Thomas P. Kelly |
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Thomas P. Kelly |
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Chief Financial Officer and Senior |
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EXHIBIT INDEX
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Exhibit No. |
Description |
|
99.1 |
Press release dated May 8, 2008. |