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.
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(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
000-25513 760333165
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(Commission File Number) (I.R.S. Employer Identification No.)
18205 Burkhardt Rd., Tomball Texas, 77377
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(Address of principal executive offices, including zip code)
(281) 290-6655
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(Registrant's telephone number, including area code)
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBIT
(c) Exhibits
The following exhibits are to be filed as part of this 8-k:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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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
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David McWilliams, Chief Executive Officer
DATE: September 21, 2004