UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act Of 1934
December
22, 2005
Date
of
Report (Date of earliest event reported)
___________________________________________________________
ACURA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
___________________________________________________________
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State
of New
York
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1-10113
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11-0853640
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(State
of Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
Number)
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616
N. North Court, Suite 120
Palatine,
Illinois 60067
(Address
of principal executive offices) (Zip Code)
(847)
705-7709
(Registrant’s
telephone number, including area code)
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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d- 2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR
240.13e- 4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
December 22, 2005, the Company entered into amendments (the “Amendments”) to the
Executive Employment Agreements between the Company and each of Andrew Reddick,
President and Chief Executive Officer, Ron Spivey, Senior Vice President
and
Chief Scientific Officer, and Peter A. Clemens, Senior Vice President and
Chief
Financial Officer (collectively, the “Executive Employment Agreements”). The
Amendments provide for (i) the extension of the term of the Executive Employment
Agreements to December 31, 2006, (ii) an adjustment to the bonus provisions
to
provide for the Company’s payment of an annual cash bonus (subject to the
achievement of such target, conditions or parameters as will be agreed upon
by
the Employee and the Board of Directors) of up to 100% (formerly up to 35%)
of
the Employee’s then current Base Salary, (iii) the payment of a cash bonus for
fiscal 2006 equal to 100% of the Employee’s then current Base Salary (the “2006
Cash Bonus”) upon the Company’s receipt of aggregate gross proceeds of at least
$15.0 million on or before March 31, 2007 from an offering of the Company’s
equity securities or from license fees and milestone payments from third-party
licensing or similar transactions (subject to the payment of a pro-rata portion
of the 2006 Cash Bonus, provided the Company receives aggregate gross proceeds
from such transactions of at least $11.0 million on or before March 31, 2007),
(iv) the Company’s commitment to amend the Company’s 1998 Stock Option Plan to
conform with the requirements of Section 409A of the Internal Revenue Code
of
1986, as amended (“Section 409A”), (v) the inclusion of certain restrictions on
the time period in which the Employee may exercise his vested stock options
upon
a termination of employment, in order to comply with Section 409A, (vi) the
Company’s commitment to issue to the Employee a non-qualified stock option
agreement prepared in compliance with Section 409A, in replacement of the
current non-qualified stock option agreements issued to the Employee, and
(vii)
the acknowledgement that the Company has issued Restricted Stock Units (the
“RSU
Awards”) to the Employee pursuant to terms of the Company’s 2005 Restricted
Stock Unit Award Plan (the “RSU Plan”) and the Restricted Stock Unit Award
Agreements reflecting such grants (the “RSU Award Agreement”). The RSU Awards
provide for the Company’s issuance of up to 8,250,000, 6,600,000 and 4,400,000
shares of the Company’s Common Stock to Messrs. Reddick, Spivey and Clemens,
respectively, subject to the terms and conditions, including the vesting
and
distribution requirements, of the RSU Plan and the RSU Award Agreements.
The
Amendment to Mr. Spivey’s Executive Employment Agreement also reflects the
Company’s recent grant to Mr. Spivey of a non-qualified stock option award
exercisable for 4,000,000 shares of the Company’s Common Stock at an exercise
price of $0.13 per share.
Item
9.01 Financial
Statements and Exhibits.
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10.1
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Third
Amendment to Executive Employment Agreement dated December 22,
2005
between Acura Pharmaceuticals, Inc. and Andrew D.
Reddick
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10.2
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Amendment
to Executive Employment Agreement dated December 22, 2005 between
Acura
Pharmaceuticals, Inc. and Ron J. Spivey
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10.3
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Third
Amendment to Executive Employment Agreement dated December 22,
2005
between Acura Pharmaceuticals, Inc. and Peter A.
Clemens
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10.4
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2005
Restricted Stock Unit Award Plan
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SIGNATURES
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 thereunto
duly authorized.
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ACURA
PHARMACEUTICALS, INC. |
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By: |
/s/ Peter
A. Clemens |
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Peter
A. Clemens |
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Senior
Vice President & Chief Financial Officer |
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| Date: December
23, 2005 |
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Exhibit
Index
Exhibit
No. Description
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10.1
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Third
Amendment to Executive Employment Agreement dated December 22,
2005
between Acura Pharmaceuticals, Inc. and Andrew D.
Reddick
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10.2
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Amendment
to Executive Employment Agreement dated December 22, 2005 between
Acura
Pharmaceuticals, Inc. and Ron J. Spivey
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10.3
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Third
Amendment to Executive Employment Agreement dated December 22,
2005
between Acura Pharmaceuticals, Inc. and Peter A.
Clemens
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10.4
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2005
Restricted Stock Unit Award Plan
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