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
June 25,
2009
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)
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) Effective June 25, 2009, upon
approval by shareholders at out 2009 Annual Meeting, our 2008 Stock Option Plan
and our 1998 Stock Option Plan were each amended to provide that participants
could require us to withhold common stock upon exercise of options for payment
of exercise price and withholding taxes under such plans.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 25, 2009, we amended Article
THIRD of our Certificate of Incorporation to reduce the number of authorized
shares of common stock to 100,000,000 from 650,000,000 and to eliminate all
preferred stock, none of which preferred stock was outstanding. We
filed the amendment with the New York Secretary of State following approval of
the amendment at out 2009 Annual Meeting of Shareholders held on June 25,
2009. The Certificate of Incorporation, as amended, is attached
hereto as Exhibit 3.1.
Item
9.01 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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Certificate
of Incorporation, as restated on August 13, 2004 and as amended through
June 25, 2009
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10.1
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2008
Stock Option Plan, as amended on June 25, 2009 (incorporated by reference
to Appendix B to our Proxy Statement filed on May 12,
2009)
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10.2
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1998
Stock Option Plan, as amended on June 25, 2009 (incorporated by reference
to Appendix C to our Proxy Statement filed on May 12,
2009)
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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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Date: June
25, 2009
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By:
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/s/ Peter
A. Clemens |
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Peter
A. Clemens
Senior
Vice President & Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Certificate
of Incorporation, as restated on August 13, 2004 and as amended through
June 25, 2009
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10.1
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2008
Stock Option Plan, as amended on June 25, 2009 (incorporated by reference
to Appendix B to our Proxy Statement filed on May 12,
2009)
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10.2
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1998
Stock Option Plan, as amended on June 25, 2009 (incorporated by reference
to Appendix C to our Proxy Statement filed on May 12,
2009)
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