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
May
15, 2006
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):
|_|› 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
5.02 Departure
of Directors or Principal Officers, Election of Directors,
Appointment
of Principal Officers.
Resignation
of Director
On
May
11, 2006, Argeris “Jerry” Karabelas, Ph.D. resigned as a director of Acura
Pharmaceuticals, Inc. Dr. Karabelas advised the Company that in view of his
other commitments, he would be unable to commit the time required to serve
as a
member of the Company’s Board of Directors.
Election
of Director
On
May
11, 2006, the Board appointed Richard J. Markham, a designee of GCE Holdings
LLC, a Delaware limited liability company (“GCE Holdings”), to the Board of
Directors. Mr. Markham brings to Acura’s Board of Directors extensive
pharmaceutical industry experience. He is currently a partner at Care Capital
LLC (“Care”) , a venture capital firm focused primarily on life sciences
companies. Prior to joining Care Capital, Richard was the Vice Chairman of
the
Management Board and COO of Aventis. Previously he was the CEO of Aventis Pharma
and Hoechst Marion Roussel, the President and COO of Marion Merrell Dow, Inc.
and a member of its board of directors. From 1973 to 1993 Mr. Markham was
associated with Merck & Co. Inc., culminating in his position as President
and Chief Operating Officer. Richard received a B.S. in Pharmacy and
Pharmaceutical Sciences from Purdue University and has served as a member of
the
Dean’s Advisory Council of the University. He has also been awarded an honorary
Doctor of Science degree, the University’s highest honor for
achievement.
Mr.
Markham will serve as a member of the Compensation Committee of the Board of
Directors.
GCE
Holdings is controlled by Galen Partners III, L.P., Galen Partners International
III, L.P., Galen Employee Fund III, L.P. (collectively, “Galen”), Care Capital
Investments II, LP, Care Capital Offshore Investments II, LP (affiliates of
Care, and collectively, “Care Capital”) and Essex Woodlands Health Ventures V,
L.P. (“Essex”)
GCE
Holdings was granted the right to designate four directors pursuant to a Voting
Agreement dated as of February 6, 2004, as amended in November 2005, (the
"Voting Agreement") entered into in connection with the sale of certain debt
instruments by the Company in 2004. The Voting Agreement initially provided
that
each of Galen, Care Capital and Essex (collectively, the "Lead 2004 Investors")
had the right to designate for nomination one member of the Company's Board
of
Directors, and that the Lead 2004 Investors collectively may designate one
additional member of the Board (collectively, the "Designees"). In connection
with the conversion of shares of the Company’s preferred stock (“Preferred
Shares”) into common stock in November 2005, the Voting Agreement was amended to
reflect the conveyance by each of Care Capital, Essex and Galen of their
holdings in the Company’s Preferred Shares to GCE Holdings, a limited liability
company controlled by such parties. As amended, the Voting Agreement provides
that the Board of Directors of the Company shall be comprised of not more than
seven (7) members, four (4) of whom shall be designees of GCE Holdings (as
the
assignee of the Preferred Shares of the Company prior to the conversion of
such
Preferred Shares to Common Stock held by Care Capital, Essex and Galen).
The
other
designees of GCE Holdings serving on the Company’s Board of Directors are
Immanuel Thangaraj and Bruce F. Wesson. Prior to his resignation, Dr. Karabelas
was a designee of GCE Holdings. As of the date of this Report, the fourth
designee of GCE Holdings had not been determined.
Transactions
with Management and Others
The
Company is a party to four (4) Loan Agreements funded in (i) March 2006 and
January 2006, (ii) November, 2005, (iii) September, 2005 and (iv) June, 2005
pursuant to which the Company has received bridge financing in the aggregate
principal amount $4.05 million from Essex,
Care
Capital and Galen and certain other shareholders of the Company listed on the
signature page to such Loan Agreements. Mr.
Markham
is a
partner of Care, an affiliate of Care Capital.
Item
9.01 Financial
Statements and Exhibits.
Exhibit
Number Description
| 99.1 |
Press
Release dated May 15, 2006 announcing the appointment of Mr. Richard
Markham to the Board of Directors and the resignation from the Board
of
Directors of Jerry Karabelas.
|
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. | ||
| |
|
|
| Date: May 15, 2006 | By: | /s/ Peter A. Clemens |
|
Peter
A. Clemens
Senior
Vice President & Chief Financial Officer
|
||
EXHIBIT
INDEX
Exhibit
Number Description
| 99.1 |
Press
Release dated May 15, 2006 announcing the appointment of Mr. Richard
Markham to the Board of Directors and the resignation from the
Board of
Directors of Jerry
Karabelas.
|
CONTACT:
Acura
Pharmaceuticals, Inc.,
Investor
Relations, Peter A. Clemens, SVP & CFO 847-705-7709
FOR
IMMEDIATE RELEASE
ACURA
PHARMACEUTICALS, INC. ANNOUNCES
APPOINTMENT
OF RICHARD MARKHAM AS DIRECTOR
Palatine,
IL, May 15, 2006:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) is pleased to announce the appointment
of
Richard J. Markham to its Board of Directors.
Mr.
Markham brings to Acura’s Board of Directors extensive pharmaceutical industry
experience. He is currently a partner at Care Capital LLC, a venture capital
firm focused primarily on life sciences companies. Prior to joining Care
Capital, Richard was the Vice Chairman of the Management Board and COO of
Aventis. Previously he was the CEO of Aventis Pharma and Hoechst Marion Roussel,
the President and COO of Marion Merrell Dow, Inc. and a member of its board
of
directors. From 1973 to 1993 Mr. Markham was associated with Merck & Co.
Inc., culminating in his position as President and Chief Operating Officer.
Richard received a B.S. in Pharmacy and Pharmaceutical Sciences from Purdue
University and has served as a member of the Dean’s Advisory Council of the
University. He has also been awarded an honorary Doctor of Science degree,
the
University’s highest honor for achievement.
Mr.
Markham replaces Jerry Karabelas, Ph.D., who resigned from the Company’s Board
of Directors. Dr. Karabelas advised the Company that due to other commitments
he
would no longer be able to commit the time required to serve as a Company
director.
About
Acura Pharmaceuticals, Inc.
Acura
Pharmaceuticals, Inc., together with its subsidiary, is a specialty
pharmaceutical company engaged in research, development and manufacture of
innovative abuse deterrent, abuse resistant and tamper resistant formulations
("Aversion® Technology") intended for use in orally administered
opioid-containing pharmaceutical products.
Forward
Looking Statements
This
press release contains "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These statements are based on current
expectations of future events. If underlying assumptions prove inaccurate
or
unknown risks or uncertainties materialize, actual results could vary materially
from the Company’s expectations and projections. The most significant of such
risks and uncertainties include, but are not limited to, the Company’s ability
to secure additional financing to fund continued product development and
operations, the Company’s ability to enter into contractual arrangements with
qualified pharmaceutical partners to license, develop and commercialize the
Company’s technology and product candidates, the Company’s ability to avoid
infringement of patents, trademarks and other proprietary rights or trade
secrets of third parties and the challenges inherent in new product development,
including obtaining regulatory approvals. You are encouraged to review other
important risk factors relating to the Company on our web site at www.acurapharm.com
under
the link, “Company Risk Factors” and detailed in Company filings with the
Securities and Exchange Commission. The Company is at development stage and
may
never have any products or technologies that generate revenue. Acura
Pharmaceuticals, Inc. assumes no obligation to update any forward-looking
statements as a result of new information or future events or developments.
All
Acura Pharmaceuticals, Inc. press releases may be reviewed at www.acurapharm.com.