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): October 20, 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 organization) (Commission File Number) (IRS Employer
Identification No.)
2635 N. Crescent Ridge Drive
The Woodlands, Texas 77381
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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 October 19, 2005, Robert Gow, sent a letter to the chief executive
officer of the company requesting that he address certain concerns within five
days. Prior to the company's ability to respond, on October 20, 2005, Mr. Gow
submitted his resignation as chairman and member of the board. The board of
directors has formed a special committee comprised of independent directors to
address Mr. Gow's letter, and the special committee has commenced its review of
the circumstances surrounding the resignation and recommended to the board for
approval certain measures it believes address corporate governance concerns
raised by Mr. Gow. The special committee will continue its review and make such
further recommendations as it deems necessary and appropriate. Mr. Gow's letters
are filed herewith as Exhibits 17.1 and 17.2 and are incorporated herein by
reference. Mr. Gow had served on the board since June 2004, as well as the
nominating, compensation and audit committees.
On October 25, 2005, the board of directors unanimously elected Brooks
Boveroux, a director and member of the audit committee, as interim chairman,
succeeding Mr. Gow.
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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17.1 Letter expressing concerns of director.
17.2 Letter of resignation.
99.1 Press Release dated October 26, 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: October 26, 2005
EXHIBIT INDEX
Exhibit No. Description
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17.1 Letter expressing concerns of director.
17.2 Letter of resignation.
99.1 Press Release dated October 26, 2005.