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
January
28, 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 (17CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e- 4(c))
Item
1.01 Entry
Into a Material Definitive Agreement
The
Registrant and GCE Holdings LLC (“GCE”), the Registrant’s controlling
shareholder, are parties to an Amended and Restated Voting Agreement dated
February 6, 2004, as amended (the “Voting Agreement”). The Voting Agreement
provides that the Board of Directors shall be comprised of not more than 7
members, 4 of whom shall be designees of GCE, one of whom shall be the
Registrant’s Chief Executive Officer and two (2) of whom shall be independent
directors. GCE has exercised its rights under the Voting Agreement with respect
to three (3) directors.
As
of January 24, 2008, the Voting Agreement was further amended (“Voting
Agreement Amendment”). The Voting Agreement Amendment provides for a reduction
in the number of Board members designated by GCE from 4 members to 3 members
and
for an increase in the number of independent directors from 2 members to 3
members. The Voting Agreement Amendment also provides that GCE’s rights to
designate directors terminates on
the
date it ceases be a holder of at least 2,500,000 shares (including shares
underlying warrants) of
the
Registrant’s common stock. Furthermore,
from and after the date GCE is no longer a holder of at least 10,000,000 shares
(including shares underlying warrants), its rights to designate board members
will be reduced from three (3) directors to two (2) directors, with the
forfeited seat becoming a seat for an independent director to thereafter be
nominated and elected to the Board of Directors from time to time by the then
current directors. Finally,
from and after the date GCE ceases to be a holder of at least 5,000,000 shares
(including shares underlying warrants) it has the right to designate only one
(1) director, with the additional forfeited seat becoming a seat for an
independent director to thereafter be nominated and elected to the Board of
Directors from time to time by the then current directors.
GCE
currently is the beneficial owner of 77.6% of the Registrant’s securities and is
controlled by Essex Woodlands Health Venture Fund V, L.P., Care Capital
Investments II, L.P., Care Capital Offshore Investments II, L.P., Galen Partners
III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III,
L.P. The designees of GCE Holdings serving on the Registrant’s Board of
Directors are Immanuel Thangaraj, Richard Markham and Bruce F.
Wesson.
Item
5.02 Departure
of Directors or Principal Officers, Election of Directors, Appointment
of Principal Officers.
Election
of Director
On
January 24, 2008, the Board appointed George Ross to the Board of Directors,
as
an independent director. George Ross has been an early stage business consultant
and investor since April 2002. Since July 2005 he has also been Executive
Director, Greater New York for World Vision. His business career has
included senior financial officer and board member positions with both public
and private companies in diverse industries. Mr. Ross was Executive Vice
President and Chief Financial Officer and a board member of Tier Technologies
Inc. from February 1997 to January 2000, which became a public company during
this period. Mr. Ross was a partner and investor with Capital Partners
from 1992 to 1997, serving on multiple boards of directors. He was a
senior financial officer and director of various Axel Johnson Inc. businesses
from 1979 to 1992. He also served as Executive Vice President and Chief
Financial Officer and director of Aminoil USA, an R.J. Reynolds (“RJR”)
subsidiary, from 1976 to 1979; and in various financial positions with RJR
from
1969 to 1976. He also has worked in public accounting with Ernst &
Ernst. Mr. Ross is a Certified Public Accountant and earned a Bachelor of Arts
degree from Ohio Wesleyan University and a Masters of Business Administration
from Ohio State University.
Mr.
Ross
will serve as a member of the Audit Committee of the Board of Directors, and
as
the chairperson of, and “financial expert” on that Committee. The Audit
Committee is now comprised of Mr. Ross, Mr. Sumner and Mr. Skelly.
Mr.
Ross
will be compensated according to the Board compensation schedule described
in
Item 8.01.
Item
8.01 Other
Events.
On
January 24, 2008, the Board adopted a new compensation schedule for non-employee
directors, which provides for
a
$20,000 annual retainer for each non-employee Director, an additional $5,000
for
the chairperson of the Audit Committee and $2,500 for each other Committee
chairperson, a $1,000 fee for each Board meeting attended in person ($500 if
attended telephonically), and a $500 fee for each Committee meeting attended
in
person ($250 if attended telephonically). The
annual retainer and the fees for Audit Committee and other committee
chairpersons are paid in equal quarterly installments on the last day of each
quarter. Other fees are paid shortly after they are earned. In addition,
non-employee Directors will receive an annual grant of options to purchase
15,000 shares of our common stock on January 1 of each year (except 2008, for
which the grant date is January 24, 2008) at an exercise price equal to the
last
sale price on the date of grant (or closing price if the common stock is then
listed on an exchange or national market system), vesting in four equal
installments on the last day of each calendar quarter in the year of
grant.
Item
9.01 Financial
Statements and Exhibits.
|
Exhibit
|
|
|
Number
|
Description
|
| |
|
|
10.1
|
Second
Amendment to Amended and Restated Voting Agreement dated as of January
24,
2008
|
| |
|
|
99.1
|
Press
Release dated January 24, 2008 Announcing Appointment of Mr. George
Ross
to the Board of Directors
|
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
Peter A. Clemens
Senior Vice President & Chief Financial
Officer
Date: January
28, 2008
EXHIBIT
INDEX
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Exhibit
|
|
|
Number
|
Description
|
| |
|
|
10.1
|
Second
Amendment to Amended and Restated Voting Agreement dated as of
January 24,
2008
|
| |
|
|
99.1
|
Press
Release dated January 24, 2008 Announcing Appointment of Mr. George
Ross
to the Board of Directors
|