8-K: Current report filing
Published on March 6, 2008
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 |
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FORM
8-K
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CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date
of Report (Date of earliest event reported): March
4, 2008
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ACCESS
PHARMACEUTICALS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-9314
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83-0221517
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(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
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2600
Stemmons Freeway, Suite 176
Dallas, Texas |
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75207
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number, including
area code:
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(214)
905-5100
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(Former
name or former address, if changed since last report)
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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
(see
General Instruction A.2. below):
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/ /
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Written communications pursuant to
Rule
425 under the Securities Act (17 CFR 230.425)
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/ /
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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/ /
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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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/ /
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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 PRINCIPAL
OFFICERS;
ELECTION OF DIRECTORS;
APPOINTMENT
OF PRINCIPAL OFFICERS.
On
February 12, 2008, the Board of Directors of the Company elected Steven H.
Rouhandeh as director and Chairman of the Board effective as of March 4,
2008.
Mr.
Steven H. Rouhandeh is a Chief Investment Officer of SCO
Capital Partners, L.P., a New York based life sciences fund. Mr. Rouhandeh
also is a founder of SCO Financial Group LLC, a highly successful value-oriented
healthcare group with an 11-year track record in this sector (advisory,
research, banking and investing). He possesses a diverse background in
financial services that includes experience in asset management, corporate
finance, investment banking and law. He has been active throughout recent
years as an executive in venture capital and as a founder of
several companies in the biotech field. His experience also includes
positions as Managing Director of a private equity group at Metzler Bank,
a
private European investment firm and Vice President, Investment Banking
at
Deutsche Morgan Grenfell. Mr. Rouhandeh was also a Corporate Attorney at
New York City-based Cravath, Swaine & Moore. Mr. Rouhandeh holds a J.D.,
from Harvard Law School, Harvard University and B.A. Government, Economics,
from
Southern Illinois University.
In
the
event SCO Capital Partners LLC (“SCO”) and its affiliates were to convert all of
their shares of Series A Preferred Stock and exercise all of their warrants,
they would own approximately 69.8% of the voting securities of Access. SCO
Capital Partners, LLC and affiliates (SCO Capital Partners LP and Beach Capital
LLC) are known to beneficially own warrants to purchase an aggregate of
5,924,770 shares of Access’ Common Stock and 7,077,100 shares of Common Stock
issuable to them upon conversion of Series A Preferred Stock. Steven H.
Rouhandeh, in his capacity as managing member of the entity that serves as
general partner of SCO Capital Partners, L.P. has the power to direct the
vote
and disposition of the shares owned by SCO Capital Partners, L.P. Steven
H.
Rouhandeh, in his capacity as Chairman of SCO Capital Partners, LLC. has
the
power to direct the vote and disposition of the shares owned by SCO Capital
Partners, LLC.
During
2007 SCO and affiliates were paid $430,750 in placement agent fees relating
to
the issuance of preferred stock and 139,667 warrants to purchase our common
stock. SCO and affiliates also were paid $150,000 in investor relations fees
in
2007. During 2006 SCO and affiliates were paid $415,000 in fees relating
to the
issuance of convertible notes and were paid $131,000 in investor relations
fees.
In
connection with the sale and issuance of Series A Cumulative Convertible
Preferred Stock and warrants, we entered into a Director Designation Agreement
whereby we agreed to continue SCO’s right to designate two individuals to serve
on the Board of Directors of Access.
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SIGNATURES
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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.
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ACCESS PHARMACEUTICALS, INC.
(Registrant)
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By:
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/s/ Stephen B. Thompson
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Stephen B. Thompson
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Vice President, Chief Financial
Officer
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Date: March 6, 2008
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