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
Date of Report (Date of Earliest Event Reported): | September 25, 2005 |
Avanir Pharmaceuticals
__________________________________________
(Exact name of registrant as specified in its charter)
California | 001-15803 | 33-0314804 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
11388 Sorrento Valley Road, San Diego, California | 92121 | |
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant’s telephone number, including area code: | 858-622-5200 |
Not Applicable
______________________________________________
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:
[ ] 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 (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective September 26, 2005, Dennis J. Carlo, Ph. D., a Class III Director, resigned from the Company's Board of Directors. Dr. Carlo was a member of the Compensation and Corporate Governance Committees of the Board of Directors at the time of his resignation.
Concurrently with Dr. Carlo's resignation, Craig A. Wheeler was elected to the Company's Board of Directors to fill Dr. Carlo's vacancy. Mr. Wheeler was elected as a Class III director and his current term continues until the Company's 2007 annual meeting of shareholders.
There are no family relationships between Mr. Wheeler and any director or executive officer of the Company or any of its subsidiaries, nor has Mr. Wheeler or any member of his immediate family engaged in any related party transaction with the Company since the beginning of the Company's last fiscal year.
On September 27, 2005, the Company issued a press release announcing the appointment of Mr. Wheeler. A copy of this press release is attached hereto as Exh ibit 99.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 25, 2005, the Company amended Section 5.7 of its Amended and Restated Bylaws to provide that vice presidents of the Company may, in certain circumstances, not be deemed to be officers of the Company. A copy of the Amended and Restated Bylaws (as adopted September 25, 2005) is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
3.2 Amended and Restated Bylaws (as adopted September 25, 2005).
99.1 Press release, dated September 26, 2005.
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.
Avanir Pharmaceuticals | ||||
September 28, 2005 | By: | Gregory P. Hanson, CMA | ||
Name: Gregory P. Hanson, CMA | ||||
Title: VP, Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
3.2 | Amended and Restated Bylaws (as adopted September 25, 2005) | |
99.1 | Press release, dated September 27, 2005. |