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
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| Date of Report (Date of Earliest Event Reported): | | November 28, 2007 |
Encysive Pharmaceuticals Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 0-20117 | 13-3532643 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 4848 Loop Central Drive, Suite 700, Houston, Texas | | 77081 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 713-796-8822 |
Not Applicable
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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 1.02 Termination of a Material Definitive Agreement.
The information provided under Item 5.02 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 2, 2007, Encysive Pharmaceuticals Inc. (the "Company" ) entered into retention agreements with the members of its U.S. workforce, including its named executive officers, who remained with the Company following the Company's restructuring. On November 28, 2007, the Company notified its U.S. workforce, including its named executive officers, that the Company would not renew such retention agreements. As a result, the retention agreements will terminate on December 31, 2007, the end of the initial retention period. For a description of the retention agreements, please see the Company's Current Report on Form 8-K (Commission File No. 000-20117) filed with the Securities and Exchange Commission on July 9, 2007.
This current report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are: our ability to retain key U.S. personnel, including our named executive officers; the actual costs incurred in our restructuring, as well as more specific risks, trends and uncertainties facing the Company such as those set forth in its reports on Forms 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks, trends and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore you should not rely on any such forward-looking statements. Furthermore, the Compa ny undertakes no duty to update or revise these forward-looking statements. The Private Securities Litigation Reform Act of 1995 permits this discussion.
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.
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| | | Encysive Pharmaceuticals Inc. |
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| November 28, 2007 | | By: | | /s/ Paul S. Manierre
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| | | | | Name: Paul S. Manierre |
| | | | | Title: Vice President, General Counsel and Secretary |
