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
March
24, 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
5.02 Departure
of Directors or Certain Officers, Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant
to an Employment Agreement dated March 18, 2007, Robert B. Jones has been
appointed as our Senior Vice President and Chief Operating Officer. Mr. Jones’
employment will commence April 7, 2008.
From
May,
2003 to March, 2008 Mr. Jones served first as Vice President, Finance and then
as Vice President, Strategy and Business Analysis of Adolor Corporation, a
biopharmaceutical company. From November, 2000 to May, 2003 he served first
as
Vice President, Finance and then as Chief Operating Officer of Opt-E-Scrip,
Inc., a privately held personalized medicine company where Mr. Jones was
responsible for all commercialization activities. Prior to that, Mr. Jones
was
Vice President, Sales and Marketing for Purepac Pharmaceutical Company. Prior
to
his experience with Purepac, Mr. Jones was Vice President, Marketing and
Business Development for Endeavor Pharmaceuticals, Inc. and during the course
of
nine years with Burroughs Wellcome Company he held several roles of increasing
responsibility in the finance and marketing departments. Mr. Jones received
his
M.B.A. from the University of North Carolina and a B.S. from Cornell University.
Mr. Jones is 49 years of age.
The
Employment Agreement provides
that Mr. Jones will serve as our Senior Vice President and Chief Operating
Officer commencing April 7, 2008 for a term expiring December 31, 2009. The
term
of the Employment Agreement provides for automatic one (1) year renewals in
the
absence of written notice to the contrary from us or Mr. Jones at least ninety
(90) days prior to the expiration of the initial term or any subsequent renewal
period. Mr. Jones’ base salary under the Employment Agreement is $290,000.
Pursuant to the Employment Agreement Mr. Jones is eligible for annual bonuses
of
up to thirty percent (30%) of his base salary on the achievement of such
targets, conditions, or parameters as may be set from time to time by the Board
of Directors or the Compensation Committee of the Board of Directors. The
Employment Agreement provides for our grant to Mr. Jones of stock options
exercisable for up to 30,000 shares of Common Stock and for the grant of a
Restricted Stock Unit Award providing for our issuance of up to 50,000 shares
of
Common Stock. Each of the stock options and Restricted Stock Units vest in
equal
monthly increments commencing May 31, 2008 and will be fully vested at December
31, 2009. The Employment Agreement contains standard termination provisions,
including upon death, disability, for Cause, for Good Reason and without Cause.
The Employment Agreement restricts Mr. Jones from disclosing, disseminating
or
using for his personal benefit or for the benefit of others, confidential or
proprietary information (as defined in the Employment Agreement) and, provided
we have not breached the terms of the Employment Agreement, from competing
with
us at any time prior to one year after the termination of his employment with
us.
Item
8.01 Other
Events.
On
March
24, 2008 we issued a press release announcing the appointment of Robert B.
Jones
as Senior Vice President and Chief Operating Officer. A copy of the press
release is furnished as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
|
Exhibit
|
|
|
Number
|
Description
|
| |
|
|
10.1
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Employment
Agreement dated March 18, 2008 between Acura Pharmaceuticals, Inc.
and
Robert Jones.
|
| |
|
|
99.1
|
Press
Release dated March 24, 2008 Announcing Appointment of Mr. Robert
Jones as
Senior Vice President and Chief Operating
Officer.
|
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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|
|
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ACURA
PHARMACEUTICALS, INC. |
|
|
|
| |
By: |
/s/ Peter
A.
Clemens |
| |
Peter
A. Clemens |
| |
Senior
Vice President & Chief Financial Officer
|
Date: March
24,
2008
EXHIBIT
INDEX
|
Exhibit
|
|
|
Number
|
Description
|
| |
|
|
10.1
|
Employment
Agreement dated March 18, 2008 between Acura Pharmaceuticals,
Inc. and
Robert Jones.
|
| |
|
|
99.1
|
Press
Release dated March 24, 2008 Announcing Appointment of Mr. Robert
Jones as
Senior Vice President and Chief Operating
Officer.
|