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): February 15, 2005
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 (Commission File (IRS Employer
organization) Number) Identification No.)
2408 Timberloch Place
Suite B-7
The Woodlands, Texas 77380
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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 February 15, 2005, PharmaFrontiers Corp. (the "Company") announced the
resignation of Jeffrey Adduci as a director of the Board of Directors ("Board")
for personal reasons, effective immediately. Mr. Adduci served on the Board
since March 2004. Mr. Adduci also resigned his position as a member of the
compensation committee. Mr. Adduci had no disputes or differences in opinion on
any matter relating to the Company's operations, policies or practices.
Item 9.01. Financial Statements and Exhibit
(c) Exhibits
The following is to be filed as part of this 8-K:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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99.1 Exhibit "A" - Resignation of Jeffrey Adduci dated
February 15, 2005
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 B. McWilliams
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David B. McWilliams, Chief Executive Officer
DATE: February 18, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Exhibit "A" - Resignation of Jeffrey Adduci dated February 15, 2005