8-K: Current report filing
Published on January 8, 2007
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): January 4, 2007
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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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:
/ / 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 1.01
Entry into a Material Definitive Agreement
Item 5.02
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 8, 2007, the Company announced that Stephen R. Seiler
has been named by the Company's Board of Directors as the
Company's President and Chief Executive Officer and director,
effective as of January 4, 2007 (the "Effective Date"). Mr. Seiler
entered into an Employment Agreement with the Company, dated the
Effective Date (the "Employment Agreement"). Mr. Seiler's title will
be President and Chief Executive Officer. Mr. Seiler will be paid an
annual salary of $350,000 and was granted stock options to purchase
500,000 shares of the Company's common stock with an exercise price
equal to the closing price of the Company's common stock on the day
preceding the Effective Date. Mr. Seiler's options will vest 25% on
January 4, 2008 and monthly thereafter over a 36 month period. The
stock options are granted from the Company's 2005 Equity Incentive Plan
and the 2007 Supplemental Option Plan. Mr. Seiler is entitled to
similar employee benefits as the Company's other executive officers.
Under certain circumstances relating to a change of control of the
Company, Mr. Seiler may be entitled to receive a payment equal to
his annual salary, acceleration of options and extension of health
care benefits.
Mr. Seiler, age 50, has until recently been Acting Chief Executive
Officer of Effective Pharmaceuticals, Inc. and advising other
companies in the healthcare field. From 2001 until 2004 he was
Chief Executive Officer of Hybridon, Inc. (currently Idera
Pharmaceuticals, Inc.). Mr. Seiler was Executive Vice President,
Planning, Investment & Development at Elan Corporation plc from
1995 until 2001. He also worked as an investment banker at Paribus
Capital Markets in both London and New York from 1991 to 1995 where
he was founder and head of Paribas's pharmaceutical investment
banking group. Mr. Seiler received a B.A. in History from the
University of Notre Dame in 1977 and a J.D. from Georgetown
University in 1980.
Also on January 8, 2007, the Company announced that Rosemary Mazanet,
MD, PhD, director, resigned as Acting CEO of the Company was
appointed Vice-Chairman of the Company's Board of Directors, as
of the Effective Date.
Also on January 8, 2007, the Company announced that David P. Luci
was appointed a member of the Company's Board of Directors and Audit
Committee Chairman, as of the Effective Date.
Mr. Luci is Executive Vice President and General Counsel of
Bioenvision, Inc., a product-oriented biopharmaceutical company.
He has been with Bioenvision from 2002 to the present and served
as its CFO until December 31, 2006. From 1994 to 2002 he was an
Associate with Paul, Hastings, Janofsky & Walker LLP. Prior to that
time he was a Senior Auditor with Ernst & Young LLP. Mr. Luci holds
a BS in Business Administration and a JD from Albany Law School of
Union University.
A press release is attached as Exhibit 99.1 to this report and is
Incorporated herein by this reference, in which the Company announced
its new President and CEO, Stephen R. Seiler, its new Vice-Chairman of
its Board of Directors, Rosemary Mazanet, MD, PhD, and its new
director David P. Luci.
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 January 8, 2007
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