8-K: Current report filing
Published on November 9, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 3, 2005
Access Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-9314 83-0221517
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 905-5100
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Item 1.01 Entry into a Material Definitive Agreement
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On November 3, 2005, Access Pharmaceuticals, Inc. ("Access") amended its
7% (Subject to Adjustment) Convertible Promissory Notes Due September 13,
2005 issued to Oracle Partners LP, Oracle Institutional Partners LP, SAM
Oracle Investments Inc. and Oracle Offshore Ltd. (each, a "Holder").
Access and the Holders agreed to amend the notes to provide for a new
maturity date, April 28, 2007, and to decrease the conversion price
from $5.50 per share to $1.00 per share. The amendment also provides
for a mandatory conversion of the notes into common stock if the
Company's stock trades at a price of at least 1.5 times the conversion
price for a minimum number of trading days. There is also a provision
to allow for a minimum price for conversion in the event of change of
control.
In connection with such amendments, Access also amended its Shareholder
Rights Plan to allow for issuances of common stock to Oracle and its
affiliates upon conversion of the notes without the issuance of rights.
Item 7.01 Regulation FD Disclosure
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Access entered into a settlement agreement with Philip D. Kaltenbacher
("Kaltenbacher"), the holder of a convertible note of Access in the
amount of $4,015,000 by paying him his principal amount due plus
expenses and interest as outlined in the terms of the note.
Access issued a press release on November 9, 2005, a copy of which is
attached as Exhibit 99.1 to this report and incorporated herein by this
reference, in which it announced the restructuring and repayment of its
short term debt, that an investment banker has been retained to assist
Access in evaluating its strategic alternatives, including for its
oncology business and provided an update on its lead oncology product.
This information shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 and shall not be
deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended.
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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.
Access Pharmaceuticals, Inc.
(Registrant)
By: /s/ Stephen B. Thompson
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Stephen B. Thompson
Vice President and
Chief Financial Officer
Dated November 9, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated November 9, 2005
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