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): June 24, 2005
Access Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-9314 83-0221517
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 905-5100
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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 1.01
Entry into a Material Definitive Agreement
On June 24, 2005, Access Pharmaceuticals, Inc. (the "Company") and Stephen B.
Thompson, Vice President and Chief Financial Officer, signed an Employment
Agreement for one year which may be automatically renewed for successive
one-year periods. Mr. Thompson will be paid a yearly salary of $154,000,
subject to adjustment by the Board. The Employment Agreement also grants
Mr. Thompson similar employee benefits as the Company's other executive
officers. The Employment Agreement provides for:
* a bonus payable in cash and common stock related to the attainment of
reasonable performance goals specified by the Board;
* stock options at the discretion of the Board;
* long-term disability insurance to provide compensation equal to at least
$90,000 annually; and
* term life insurance coverage of $154,000.
Mr. Thompson is entitled to certain severance benefits in the event that the
Company terminates his employment without cause or if Mr. Thompson terminates
his employment following a change of control. In the event that the Company
terminates the Employment Agreement for any reason, other than cause, Mr.
Thompson would receive the salary due for six months. The Company will also
continue benefits for such period. In the event that Mr. Thompson's
employment is terminated within six months following a change of control or
by Mr. Thompson upon the occurrence of certain events following a change in
control, Mr. Thompson would receive twelve months salary and his stock
options shall become immediately exercisable. The Company will also continue
payment of benefits for such period.
SIGNATURE
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.
Access Pharmaceuticals, Inc.
(Registrant)
By: /s/ Stephen B. Thompson
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Stephen B. Thompson
Vice President and
Chief Financial Officer
Dated June 29, 2005
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