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): March 3, 2010
CNS
RESPONSE, INC.
(Exact
name of Company as specified in its charter)
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Delaware
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0-26285
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87-0419387
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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85
Enterprise, Suite 410
Aliso
Viejo, CA 92656
(Address
of principal executive offices)
(714)
545-3288
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March
3, 2010, the Company’s Board of Directors resolved to increase the annual base salary
of George Carpenter, the Chief Executive Officer of the Company, from $180,000
to $270,000, with the increase in salary having retroactive effect to January 1,
2010.
Also on
March 3, 2010, the Company’s Board of Directors approved Amendment No. 1 to the
Company’s 2006 Stock Incentive Plan. The amendment increases the
number of common shares authorized for issuance as awards under the Company’s
2006 Stock Incentive Plan from 10,000,000 to 20,000,000 and increases the
maximum number of common shares that may be subject to awards granted under the
plan to any one participant during any fiscal year from 3,000,000 to
4,000,000. After adopting the amendment, the Company granted options
to purchase 4,000,000 shares to George Carpenter, options to purchase 450,000
shares to Paul Buck, the Company’s Chief Financial Officer, and options to
purchase 500,000 shares to Daniel Hoffman, the Company’s President and Chief
Medical Officer. Each of the options have an exercise price of $0.55
per share, vest in equal monthly installments over a period of four years and
have a term of 10 years from the date of grant. The amendment to the plan
will be submitted for approval to the Company’s stockholders at its upcoming
annual meeting. Absent stockholder approval, the aforementioned options
will be cancelled and the plan amendment will not be effective.
Item
8.01 Other
Events
On March 3, 2010, the Company’s Board
of Directors set April 27, 2010 as the date for the Company’s annual stockholder
meeting. The Company intends to distribute its proxy statement in
connection with the annual meeting on or about April 1, 2010, and therefore
requests that any shareholder proposals be submitted to the Company for
inclusion on the Company’s proxy statement by March 17, 2010.
SIGNATURES
Pursuant
to the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CNS
Response, Inc.
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By:
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/s/
Paul Buck
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March
9, 2010
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Paul
Buck
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Chief
Financial Officer
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