UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 4, 2007
Critical Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50767
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04-3523569 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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60
Westview Street, Lexington, Massachusetts |
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02421 |
(Address
of Principal Executive Offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On
October 5, 2007, Robert H. Zeiger, a class I director, notified
us that he will resign from the Board of Directors of Critical
Therapeutics, Inc. (the “Company”) effective
October 5, 2007.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 4, 2007, the Company’s Board of Directors approved
an amendment and restatement of its bylaws to allow the Company to comply with NASDAQ requirements
mandating that companies listed on NASDAQ be eligible to participate in a Direct Registration
System (“DRS”) operated by a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, as amended. The changes to the Company’s bylaws are designed so that the
Company will be eligible to issue uncertificated shares and participate in the DRS program.
A DRS program permits an investor’s ownership to be recorded and maintained on the books of the
issuer or the issuer’s transfer agent without the issuance of a physical stock certificate,
including by electronic means, such as through the DRS program offered by the Depository Trust
Company.
The foregoing summary of the terms of the Third Amended and Restated Bylaws is subject to, and
qualified in its entirety by, the complete text of the Third Amended and Restated Bylaws, which are
attached to this current report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The Exhibit Index attached hereto is incorporated herein by reference.
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