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): ~~July~~January 215, ~~2011~~2012

Footstar, Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-11681	22-3439443
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

933 MacArthur Boulevard, Mahwah, New Jersey		07430
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 934-2000

N/A

(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)

¨ 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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~July~~January 215, ~~2011~~2012, the independent directors of the Board of Directors of Footstar, Inc. (the “Company”) ~~held~~unanimously aapproved ~~special~~the ~~meeting~~payment of ~~its~~a ~~stockholders~~discretionary tocash ~~vote~~bonus onof a$500,000 ~~proposal~~ to ~~revoke~~Jonathan M. Couchman, the ~~Amended~~Company’s ~~Plan~~President, ofChief ~~Complete~~Executive ~~Dissolution~~Officer and ~~Liquidation~~Chief ofFinancial ~~Footstar~~Officer, ~~Inc.~~on ~~(the~~account ~~“Dissolution~~of ~~Proposal”)~~his ~~and~~superior aperformance ~~proposal~~in ~~(the~~2011. ~~“Merger~~The ~~Proposal”)~~discretionary tocash ~~adopt~~bonus ~~the~~was ~~Agreement~~awarded ~~and~~in ~~Plan~~recognition of ~~Merger,~~the ~~dated~~extraordinary asleadership of ~~February~~the ~~14,~~Company ~~2011,~~by ~~and~~Mr. asCouchman ~~amended~~in ~~on May 16,~~ 2011, byincluding ~~and~~without ~~among~~limitation in the Company,’s negotiations with and ~~Footstar~~subsequent ~~Acquisition~~acquisition of CPEX Pharmaceuticals, Inc. (“CPEX”), awhich ~~wholly~~was ~~owned~~completed ~~subsidiary~~on ofApril ~~the~~5, ~~Company.~~2011, ~~Stockholders~~the ofcompletion ~~record as~~ of ~~May~~financing 5,arrangements ~~2009~~in ~~were~~connection ~~entitled~~with tothe ~~vote~~CPEX onacquisition, and the ~~Dissolution~~management ~~Proposal~~of ~~and~~the ~~stockholders~~Company ofafter ~~record~~the asCPEX ofacquisition ~~May~~including ~~13,~~restructuring ~~2011~~and ~~were~~integrating ~~entitled~~CPEX’s toassets ~~vote~~with onthose of the ~~Merger Proposal~~Company.

The shares represented at the meeting did not constitute a quorum of stockholders with respect to the Dissolution Proposal, and accordingly, no action was taken with respect to this matter.

The approval of the Merger Proposal is subject to the approval of the Dissolution Proposal. Therefore, although a vote was held on the Merger Proposal, the approval and implementation of the Merger Proposal will not proceed at this time. Of the shares voted, approximately 17,019,438 shares voted in favor of the Merger Proposal; 1,659,195 shares voted against the Merger Proposal; and 4,317 votes abstained.

SIGNATURE

Pursuant to the requirements of 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.

	FOOTSTAR, INC.
Dated July 22, 2011	By:	/s/ Jonathan M. Couchman
Dated January 9, 2012	By:	/s/ Jonathan M. Couchman
		Name:	Jonathan M. Couchman
		Title:	President, Chief Executive Officer and Chief Financial Officer

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