8-K: Current report filing
Published on February 8, 2010
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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): February 5,
2010
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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)
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(Commission
File
Number)
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(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
February 5, 2010, , Access Pharmaceuticals, Inc. (“Access”) entered
into that certain employment agreement with Dr. David Nowotnik,
Senior Vice President, Research and Development (the “Executive”), pursuant to
which Access and Dr. Nowotnik agreed to terms and conditions of Dr. Nowotnik’s
continued employment with Access (the “Employment
Agreement”). Pursuant to the Employment Agreement, Dr. Nowotnik will
serve for a one year term beginning on January 29, 2010 (the “Effective Date”)
and ending on the first anniversary thereof (the “Expiration Date”) or such
earlier date on which Executive’s employment terminates in accordance with the
terms of the Employment Agreement. The expiration date is
automatically extended for additional one-year periods under certain
circumstances as provided in the Employment Agreement.
Pursuant
to the terms of the Employment Agreement, the Executive will receive a base
salary of $290,000 per year and is eligible to receive annual bonus compensation
up to 30% of Executive’s base compensation. In addition, Access
agreed to grant to Executive options to purchase 200,000 shares of Access’
common stock, par value $0.01 per share, which are exercisable at the closing
price of Access’ common stock on the grant date and which vest ratably on the
first, second and third anniversaries of the grant date pursuant to Access’
stock option plan.
Previously,
Access had entered into a transition services agreement with Dr. Nowotnik, dated
June 16, 2009, pursuant to which Dr. Nowotnik agreed to remain an executive of
Access with significantly reduced cash compensation for a one-year
period. The terms and provisions of the Employment Agreement
supersede entirely the terms and provisions of the Transition Services
Agreement.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
See Item
1.01 above.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(c)
Exhibits.
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10.31
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Employment
Agreement by and between the Company and Dr. David Nowotnik, dated January
29, 2010.
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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:
February 8, 2010
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