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 26, 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 26, 2005, Brian E. Rodriguez, submitted his resignation as a
member of the board. The circumstances surrounding his resignation are contained
in his resignation letter filed herewith as Exhibit 17.1. The Special Committee
with its independent counsel will review the reasons surrounding Mr. Rodriguez's
resignation and will provide any appropriate recommendations to the Board.
The Board of Directors has reconstituted the audit committee to consist of
Messrs. Boveroux and Wesner. Mr. Boveroux will serve as the audit committee
financial expert and Chairman.
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 of resignation.
99.1 Press Release dated November 1, 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 McWilliams
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David McWilliams,
Chief Executive Officer
DATE: November 1, 2005
EXHIBIT INDEX
Exhibit No. Description
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17.1 Letter of resignation.
99.1 Press Release dated November 1, 2005.