Opexa Therapeutics, Inc. – ‘8-K’ for 9/21/04

On:  Tuesday, 9/21/04, at 5:10pm ET   ·   For:  9/21/04   ·   Accession #:  1015402-4-3933   ·   File #:  0-25513

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     15K 
 2: EX-99.1     Miscellaneous Exhibit                                  1      7K 
 3: EX-99.2     Miscellaneous Exhibit                                  1      5K 

8-K   —   Current Report
Document Table of Contents

8-K
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 21, 2004

 PHARMAFRONTIERS CORP.
 ---------------------
(Exact name of registrant as specified in its charter)

 TEXAS
  (State or other jurisdiction of incorporation)

     000-25513                                       760333165
     ---------                                       ---------
     (Commission  File  Number)             (I.R.S. Employer Identification No.)

 18205 Burkhardt Rd., Tomball Texas, 77377
 -----------------------------------------
(Address of principal executive offices, including zip code)

(281) 290-6655
--------------
(Registrant's telephone number, including area code)

8-K
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; 
APPOINTMENT OF PRINCIPAL OFFICERS.                                              

On September 10, 2004 Warren C. Lau announced his resignation as Chief
Executive Officer, Chief Operating Officer, President and Treasurer of          
PharmaFrontiers Corp (the "Company"). Mr. Lau will remain as a director of the  
Company and assume the position of Managing Director of Licensing. On August 23,
2004, David B. McWilliams was appointed to fill the vacancies created by Mr.    
Lau's resignation and to serve as a member of the Board of Directors (the       
"Board"). As of the date of the filing of this report, it has not been          
determined which committee(s), if any, he will serve. On August 23, 2004, Brian 
Rodriguez was appointed to serve as a member of the Board and to serve as Chair 
of the Audit Committee.                                                         

    Neither Mr. McWilliams nor Mr. Rodriguez have been involved with a related
transaction or relationship as defined by Item 404(a) of Regulation S-B between 
the Company and either Mr. McWilliams or Mr. Rodriguez. Additionally, there is  
no arrangement or understanding between either Mr. McWilliams or Mr. Rodriguez  
any other person pursuant to which Mr. McWilliams or Mr. Rodriguez was selected 
as a director.                                                                  

  Mr. McWilliams joins the Company from Bacterial Barcodes, Inc, a medical
diagnostics company, where he served as Chief Executive Officer and Director    
from June 2003 to December 2003. Previously, he was the Chief Executive Officer 
and Director of Signase, Inc., a cancer therapeutics company, since May 2002.   
From June 1992 to March 2002, Mr. McWilliams was the Chief Executive Officer and
Director of Encysive Pharmaceuticals, Inc., a publicly traded biopharmaceutical 
company. Mr. McWilliams earned his M.B.A. in Finance from the University of     
Chicago and a B.A. in Chemistry from Washington and Jefferson College.          

In connection with his appointment as an executive officer and for    
executing both an employment and director's agreement, the Company granted to   
Mr. McWilliams options to purchase 370,000 shares of the Company's common stock.
These five-year options were issued under the Company's June 2004 Compensatory  
Stock Option Plan and are exerciseable at $10.00 per share, such exercise price 
is subject to reduction to not less than $5.00 per share, depending upon the    
sales price of subsequent equity financings. The options vest at the rate of    
10,000 shares per month. Additionally, Mr. McWilliams is paid a salary of       
$250,000 per year, paid monthly. Mr. McWilliams' employment agreement contains  
confidentiality, non-compete/no-hire, assignment of inventions and conflict of  
interest provisions consistent with his fiduciary duty obligations owed to the  
Company. The securities to be issued to Mr. McWilliams will not be registered   
under the Securities Act and may not be offered or sold in the United States    
absent registration or an applicable exemption from registration requirements.  

    Mr. Rodriguez currently serves as Director of Finance for JP Mobile, Inc.,
a wireless software company in Dallas, Texas, and has been employed by JP       
Mobile, Inc. since March 2002. Previously, Mr. Rodriguez served as Corporate    
Controller for ChipData, Inc., a software startup company in the semiconductor  
industry, from March 2001 to March 2002. From March 1999 to March 2001, Mr.     
Rodriguez served as a financial consultant for Parson Consulting. From January  
1998 to February 1999, Mr. Rodriguez served as Corporate Controller for         
Environmental Technologies Corporation, a publicly traded refrigerants recycling
company. Mr. Rodriguez earned his Bachelor of Business Administration in        
Accounting from Texas A&M University and is a licensed CPA in the State of      
Texas.                                                                          

     In connection with his appointment as an outside director and for signing a
director's agreement, the Company granted to Mr. Rodriguez options to purchase  
80,000 shares of the Company's common stock. These five-year options were issued
under the Company's June 2004 Compensatory Stock Option Plan and are            
exerciseable at $10.00 per share, such exercise price is subject to reduction to
not less than $5.00 per share, depending upon the sales price of subsequent     
equity financings. The options vest on August 23, 2004. Additionally, the       
Company will pay Mr. Rodriguez $15,000 annually paid semi-monthly for each year 
he serves as a director. Mr. Rodriguez' director's agreement contains           
confidentiality, non-compete/no-hire, assignment of inventions and conflict of  
interest provisions consistent with his fiduciary duty obligations owed to the  
Company. The securities to be issued to Mr. Rodriguez will not be registered    
under the Securities Act and may not be offered or sold in the United States    
absent registration or an applicable exemption from registration requirements.  

8-K
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBIT                                     

(c) Exhibits                                                      

The following exhibits are to be filed as part of this 8-k:                     

                                                                [Download Table]

EXHIBIT NO.  IDENTIFICATION OF EXHIBIT                                  
-----------  -------------------------                                  
                                                                        

   99.1      Press Release dated September 21, 2004                     
   99.2      Letter of Resignation from Warren C. Lau September 10, 2004

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  hereunto  duly  authorized.                                        

 PHARMAFRONTIERS CORP.

    By: /s/ David McWilliams
    ------------------------
                     David McWilliams, Chief Executive Officer

DATE: September 21, 2004                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		9/21/04		1		3
		9/10/04		2		3
		8/23/04		2					3
									List all Filings