UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 30, 2004
Date of Report (Date of earliest event reported)
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ACURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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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 are code)
HALSEY DRUG CO., INC.
(Former Name or Former Address if Changed Since Last Report)
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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 30, 2004, Acura Pharmaceuticals, Inc. (the "Company") issued
261,309 shares of its Common Stock, $.01 par value per share (the "Common
Stock") to the holders (the "Noteholders") of a certain Secured Promissory Note
(the "Note") in the principal amount of $5 million dated as of December 20,
2002. The issuance of Common Stock represents an in-kind payment of accrued and
unpaid interest on the Note for the quarter ended September 30, 2004.
The Company issued the Common Stock in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
and/or Regulation D promulgated under the Securities Act of 1933. At the time of
acquisition of the Note, the Noteholders represented to the Company that each of
such Noteholders was an accredited investor as defined in Rule 501(a) of the
Securities Act of 1933 and that the Note and any securities issued pursuant
thereto were being acquired for investment purposes.
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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.
By: /s/ Peter A. Clemens
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Peter A. Clemens
Senior Vice President & Chief Financial Officer
Date: September 30, 2004