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
February
27, 2009
Date of Report (Date of earliest event
reported)
ACURA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
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):
¨
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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 (17CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On February 27, 2009 our Board of
Directors amended our Amended and Restated Bylaws, effective February 27, 2009
(i) to increase from 40 to 60, the number of days our Board or Directors may fix
a record date in advance of any meeting of shareholders and in advance of
distributions and certain other lawful actions (amendments to Article I,
Sections 3 and 5); (ii) to explicitly permit execution of proxies by electronic
transmission (amendment to Article I, Section 7); and (iii) to explicitly permit
electronic transmission of notices of stockholder meetings (amendment to Article
I, Section 3). A copy of the amended bylaws is attached
hereto.
Item 9.01
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Financial
Statements and Exhibits
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Exhibit Number
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Description
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3.1
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Amendment
to Amended and Restated
By-Laws
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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.
ACURA
PHARMACEUTICALS, INC.
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By:
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/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: March
2, 2009
Exhibit
Index
Exhibit Number
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Description
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3.1
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Amendment
to Amended and Restated
By-Laws
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