8-K: Current report filing
Published on June 16, 2009
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UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C.
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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): June
16, 2009
ACCESS
PHARMACEUTICALS, INC.
(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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x
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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 1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On June 16, 2009, Access
Pharmaceuticals, Inc. (“Access”) entered into that certain transition services
agreement with Dr. David Nowotnik, Senior Vice President, Research and
Development, pursuant to which Access and Dr. Nowotnik agreed to a salary
reduction to $10,000 per month in exchange for an additional grant of options to
purchase 75,000 shares of the Company’s common stock at an exercise price equal
to the fair market value of the shares on the grant date which vest ratably over
a six-month term (the “Transition Services Agreement”).
As a result of entering
into the Transition Services Agreement, Dr. Nowotnik remains an executive of
Access but the Employment Agreement, dated as of November 16, 1998 which was
previously entered into between Access and Dr. Nowotnik is no longer in
effect. This constitutes a step in Access’ ongoing efforts to conserve its
cash resource while continuing to work toward executing its business
strategy.
On June 16, 2009, Access
Pharmaceuticals, Inc. (“Access”) entered into that certain transition services
agreement with Stephen Thompson, Chief Financial Officer, pursuant to which
Access and Mr. Thompson agreed to a salary reduction to $7,500 per month in
exchange for an additional grant of options to purchase 75,000 shares of the
Company’s common stock at an exercise price equal to the fair market value of
the shares on the grant date which vest ratably over a six-month term (the
“Transition Services Agreement”).
As a result of entering
into the Transition Services Agreement, Mr. Thompson remains an executive of
Access but the Employment Agreement, dated as of June 24, 2005 which was
previously entered into between Access and Mr. Thompson is no longer in
effect. This constitutes a step in Access’ ongoing efforts to conserve its
cash resource while continuing to work toward executing its business
strategy.
ITEM 1.02. TERMINATION OF A
MATERIAL DEFINITIVE AGREEMENT
See Item 1.01 above.
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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.
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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: June 16, 2009
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