UNITED STATES
SECURITIES 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): November 24, 2004
PHARMAFRONTIERS CORP.
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(Exact name of registrant as specified in its charter)
Texas 000-25513 760333165
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State of organization) (Commission File Number) (IRS Employer
Identification No.)
835 Greens Parkway
Suite 150
Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (281) 272-9331
Former name or former address, if changed since last report: Not Applicable
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.
On November 24, 2004, PharmaFrontiers Corp. (the "Company") announced the
resignation of Dwayne Deslatte as a member of the Board of Directors ("Board")
for personal reasons, effective immediately. Mr. Deslatte served on the Board
since March 2004 and was not a member of any board committees. Mr. Deslatte had
no disputes or differences in opinion on any matter relating to the Company's
operations, policies or practices.
On November 24, 2004, Paul Frison was appointed to the Board to fill the
vacancy created by Mr. Deslatte's resignation. As of the date of the filing of
this report, it has not been determined which committee(s), if any, he will
serve.
Mr. Frison has not been involved with a related transaction or
relationship as defined by Item 404(a) of Regulation S-B between the Company and
him. Additionally, there is no arrangement or understanding between Mr. Frison
and any other person pursuant to which Mr. Frison was selected as a director.
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 December 1, 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: December 1, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 1, 2004