UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2010
CYPRESS BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
| 001-34888 | 22-2389839 | |
| (Commission File Number) | (IRS Employer Identification No.) |
4350 Executive Drive, Suite 325
San Diego, CA 92121
(Address of principal executive offices, including Zip Code)
San Diego, CA 92121
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (858) 452-2323
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:
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 or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of
Cypress Bioscience, Inc. (the “Company”) determined that the Company had achieved 75% of the
corporate objectives described in the Company’s 2010 Executive Bonus Plan (the “Plan”), a copy of
which was filed as Exhibit 10.1 to Form 8-K filed on April 12, 2010, which is incorporated herein
by reference. As such, the Committee approved payments to the Company’s executive officers covered
by the Plan equaling 75% of each participant’s target bonus amount, as described in the Plan. The
individual amounts approved by the Committee for payment to the Company’s executive officers
covered by the Plan are set forth below:
| Officer | Bonus Amount | |||
Jay D. Kranzler |
$ | 308,136 | ||
Sabrina Martucci Johnson |
$ | 84,032 | ||
R. Michael Gendreau |
$ | 62,484 | ||
Srinivas Rao |
$ | 48,737 | ||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1
|
2010 Executive Bonus Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 12, 2010. |
SIGNATURES
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.
| Cypress Bioscience, Inc. |
||||
| Date: December 21, 2010 | /s/ Jay D. Kranzler | |||
| Jay D. Kranzler | ||||
| Chairman and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
10.1
|
2010 Executive Bonus Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 12, 2010. |