Unassociated Document
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
July
9,
2008
Date
of
Report (Date of earliest event reported)
___________________________________________________________
ACURA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
___________________________________________________________
State
of New York
|
1-10113
|
11-0853640
|
(State
of Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
Identification
Number)
|
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)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d- 2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e- 4(c))
|
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
On
July
9, 2008, we entered into amendments (the “Amendments”) to the Executive
Employment Agreements between us 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
amendment to Dr. Spivey’s Executive Employment Agreement provides that Dr.
Spivey will receive a $315,000 bonus payment (in addition to any other payments
to which he may be entitled pursuant to the Executive Employment Agreement)
if
he remains employed by us through December 31, 2008. The bonus payment will
also
be payable if Dr. Spivey’s employment is terminated by us without Cause (as
defined in his Executive Employment Agreement) or if he terminates his
employment for Good Reason (as defined in his Executive Employment Agreement)
prior to December 31, 2008. The bonus payment will be paid on December 31,
2008.
In
addition, as part of the amendment to Dr. Spivey’s Executive Employment
Agreement, we entered into an Amended and Restated Employment Agreement to
be
effective January 1, 2009. The Amended and Restated Employment Agreement
provides that commencing January 1, 2009, Dr. Spivey will continue his
employment with us through December 31, 2010 on a part-time basis (10 weeks
per
year) at an annual salary of $120,000 and will have the title of Senior
Scientific Advisor. Dr. Spivey will report to the Chief Executive Officer and
will be eligible for benefits offered to part-time employees.
The
Amendments to Mr. Reddick’s and Mr. Clemens’ Executive Employment Agreements,
which automatically renew annually unless a party sends the other party a notice
of non-renewal, provide that the expiration of the agreements due to our
non-renewal constitutes a termination without Cause (as defined in the
respective agreements) and our sending of a notice of non-renewal will permit
Messrs. Reddick and Clemens to terminate their respective agreements for Good
Reason (as defined in such agreements). A termination without Cause or a
termination for Good Reason will, among other things, trigger severance and
bonus payments under the respective agreements.
The
foregoing descriptions of the Amendments are qualified by the text of the
Amendments, which are attached hereto as Exhibits.
Item
9.01 |
Financial
Statements and Exhibits
|
Exhibit
Number |
Description
|
10.1
|
Fifth
Amendment to Executive Employment Agreement executed July 9, 2008
between
Acura Pharmaceuticals, Inc. and Andrew D.
Reddick
|
10.2
|
Third
Amendment to Executive Employment Agreement executed July 9, 2008
between
Acura Pharmaceuticals, Inc. and Ron J. Spivey
|
10.3
|
Amended
and Restated Employment Agreement effective as of January 1, 2009
between
Acura Pharmaceuticals, Inc. and Ron J. Spivey
|
10.4
|
Fifth
Amendment to Executive Employment Agreement executed July 9, 2008
between
Acura Pharmaceuticals, Inc. and Peter A.
Clemens
|
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.
|
|
|
|
ACURA
PHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/
Peter Clemens |
|
Peter
A. Clemens |
|
Senior
Vice President & Chief Financial
Officer |
Date: July
9,
2008
EXHIBIT
INDEX
Exhibit
Number |
Description
|
10.1
|
Fifth
Amendment to Executive Employment Agreement executed July 9, 2008
between
Acura Pharmaceuticals, Inc. and Andrew D.
Reddick
|
10.2
|
Third
Amendment to Executive Employment Agreement executed July 9, 2008
between
Acura Pharmaceuticals, Inc. and Ron J. Spivey
|
10.3
|
Amended
and Restated Employment Agreement effective as of January 1, 2009
between
Acura Pharmaceuticals, Inc. and Ron J. Spivey
|
10.4
|
Fifth
Amendment to Executive Employment Agreement executed July 9, 2008
between
Acura Pharmaceuticals, Inc. and Peter A.
Clemens
|