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 23, 2005.
PHARMAFRONTIERS CORP
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(Exact name of registrant as specified in its charter)
Texas 000-25513 76-0333165
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(State of organization) (Commission (IRS Employer
File Number) 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 8.01. Other Events.
The Special Committee of the Board of Directors with its independent
counsel completed its review of statements made by two former directors of the
Company in connection with their resignations in October, 2005. Promptly after
receipt of the statements, the Board had appointed the Special Committee to
review the statements and provide a report to the Board. The Special Committee
immediately retained as independent counsel, the firm of Baker & McKenzie, to
assist with the review. The Special Committee completed its review and has
delivered its report and conclusions to the Board. Based on the information
reviewed, the Special Committee and its counsel have not found evidence relative
to the statements that would provide the basis for a claim of a breach of
fiduciary duty, violations of applicable law, or violation of the company's code
of ethics governing the Code of executive conduct.
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: November 29, 2005