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): December 7, 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 December 7, 2004, PharmaFrontiers Corp. (the "Company") announced the
resignation of Warren C. Lau as a member of the Board of Directors ("Board") for
personal reasons, effective immediately. Mr. Lau served on the Board since March
2004 and was not a member of any board committees. Mr. Lau had no disputes or
differences in opinion on any matter relating to the Company's operations,
policies or practices.
On December 7, 2004, Tony Kamin was appointed to the Board to fill the
vacancy created by Mr. Lau'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. Kamin 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. Kamin and any
other person pursuant to which Mr. Kamin 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 Exhibit "A" - Resignation of Warren C. Lau dated
December 7, 2004
99.2 Press release dated December 13, 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 13, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Exhibit "A" - Resignation of Warren C. Lau dated
December 7, 2004
99.2 Press Release dated December 13, 2004