form_8-k.htm
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 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
28, 2009
SCOLR
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31982
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91-1689591
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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19204
North Creek Parkway, Suite 100
Bothell,
WA 98011
(Address
of principal executive offices)
(425) 368-1050
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
[ ]
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))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On
November 2, 2009, SCOLR Pharma, Inc. (the “Company”) entered into a letter
agreement dated October 29, 2009 with Stephen J. Turner, President and Chief
Executive Officer, and Richard M. Levy, Vice President and Chief Financial
Officer, pursuant to which each of Messrs. Turner and Levy agreed to accept a
reduction in cash compensation to a rate of $175,000 per year effective November
1, 2009. The Company’s employment agreements with Messrs. Turner and
Levy currently provide for annual base salaries of $252,788 and $226,800,
respectively. Except for the reductions in cash compensation, the
amount of base salary for all other purposes of the employment agreements,
including with respect to available severance benefits, shall remain at current
levels.
In
connection with the letter agreement described above, the Company granted each
of Messrs. Turner and Levy vested options to purchase 500,000 shares of the
Company’s common stock at an exercise price $0.48 per share (the closing price
of the common stock on the NYSE Amex exchange on October 28, 2009, the date of
the grant). The Company further agreed that all options granted to
Messrs. Turner and Levy under the Company’s 2004 Equity Incentive Plan or 1995
Stock Option Plan shall be exercisable for two years after termination of their
employment with the Company regardless of the reason for such
termination.
On
October 28, 2009, the Company also granted Alan M. Mitchel, the Company’s Senior
Vice President – Business and Legal Affairs and Chief Legal Officer options to
purchase 200,000 shares of common stock at $0.48 per share. One-third
of the options granted to Mr. Mitchel shall vest on October 28, 2010, and the
balance will vest monthly in equal amounts over the succeeding twenty-four
months.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Letter
Agreement Regarding Employment dated October 29, 2009, between Stephen J.
Turner and the Company, and between Richard M. Levy and the
Company
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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.
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SCOLR
PHARMA, INC.
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Dated: November
2, 2009
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By:
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/s/
Alan M. Mitchel
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Alan
M. Mitchel
Senior
Vice President – Business and Legal Affairs
and
Chief Legal Officer
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