-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwXy3p2YiaTrRSHonNwudH4P8PRmHKiuhOh/LpMLGexD0w2AnViODBjghwgeU3tp e/W4ztEEdOIa+iuwD7/YsA== 0001157523-05-008924.txt : 20051019 0001157523-05-008924.hdr.sgml : 20051019 20051019133641 ACCESSION NUMBER: 0001157523-05-008924 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PharmaFrontiers Corp. CENTRAL INDEX KEY: 0001069308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760333165 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25513 FILM NUMBER: 051144760 BUSINESS ADDRESS: STREET 1: 2635 CRESCENT RIDGE DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281)272-9331 MAIL ADDRESS: STREET 1: 2635 CRESCENT RIDGE DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: PHARMAFRONTIERS CORP DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: SPORTAN UNITED INDUSTRIES INC DATE OF NAME CHANGE: 19990305 8-K 1 a4999194.txt PHARMAFRONTIERS CORP. 8-K UNITED STATES SECURITIES AND 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 17, 2005 -------------------- PharmaFrontiers Corp. (Exact Name of Registrant as Specified in Its Charter) ------------------------------------------------------ Texas ----- (State or Other Jurisdiction of Incorporation) 000-25513 76-0333165 --------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 2635 Crescent Ridge Drive The Woodlands, Texas 77381 -------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (281) 272-9331 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)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 17, 2005, Brooks Boveroux was elected to the Board of Directors. Mr. Boveroux will serve on the Board's Audit Committee. Mr. Boveroux entered into a standard director's agreement whereby he received ten year options to purchase 52,500 shares of Company common stock at an exercise price per share of $1.15 for agreeing to serve on the Board and the Audit Committee. There is no other arrangement or understanding between Mr. Boveroux and any other person pursuant to which Mr. Boveroux was selected as a director. Mr. Boveroux has not been involved with a related transaction or relationship as defined by Item 404(a) of Regulation S-B between the Company and him. Item 9.01 Financial Statements and Exhibits (c) Exhibit 99.1 The following exhibits are to be filed as part of this 8-K: Exhibit No. Description 99.1 Press release issued October 18, 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 --------------------------- David B. McWilliams, Chief Executive Officer DATE: October 19, 2005 EXHIBIT LIST Exhibit No. Description 99.1 Press release issued October 18, 2005 End of report EX-99.1 2 a4999194ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 PharmaFrontiers Corp. Names Brooks Boveroux to Board of Directors THE WOODLANDS, Texas--(BUSINESS WIRE)--Oct. 18, 2005--PharmaFrontiers Corp. (OTCBB:PFTR), a company involved in the development and commercialization of cell therapies, announced that Brooks Boveroux has been elected to serve as a member of its board of directors. He will also join PharmaFrontiers' audit committee. Mr. Boveroux, age 62, has held the post of vice president of finance for several prominent biotechnology companies including Biogen, Inc., ImClone Systems, Inc. and The Liposome Company, Inc. His career spans over two decades of senior level financial positions of both public and private companies in the health care industry and his last position was chief financial officer of Imcor Pharmaceutical Co., a specialty pharmaceutical company, from which he retired in 2004. David McWilliams, chief executive officer of PharmaFrontiers Corp., commented, "We are pleased to have Mr. Boveroux join our board of directors. His broad experience in finance and background in health care and pharmaceutical organizations will add significant value and insight to the board." Mr. Boveroux received a Bachelor of Arts in English Literature from Hamilton College and a Masters of Business Administration in Finance from the Wharton Graduate Division, University of Pennsylvania. About PharmaFrontiers Corp. PharmaFrontiers' strategy is to develop and commercialize cell therapies to treat several major disease areas such as cardiac and pancreatic conditions and Multiple Sclerosis. PharmaFrontiers owns patented and proprietary individualized cell therapies that are in FDA Phase I/II human dose ranging clinical trials to evaluate their safety and effectiveness in treating MS. The company also holds the exclusive worldwide license from the University of Chicago, through its prime contractor relationship with Argonne National Laboratory, for patents relating to the use of adult pluripotent stem cells derived from patients' own circulating blood. Safe Harbor Statement This press release contains "forward-looking statements," including statements about PharmaFrontiers' growth and future operating results, discovery and development of products, strategic alliances and intellectual property, as well as other matters that are not historical facts or information. These forward-looking statements are based on management's current assumptions and expectations and involve risks, uncertainties and other important factors, specifically including those relating to PharmaFrontiers' ability to obtain additional funding, develop its stem cell technologies, achieve its operational objectives and obtain patent protection for its discoveries that may cause PharmaFrontiers' actual results to be materially different from any future results expressed or implied by such forward-looking statements. PharmaFrontiers undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT: PharmaFrontiers Corp. C. William Rouse, 281-775-0608 brouse@pharmafrontierscorp.com or Investor Relations Contacts: Lippert/Heilshorn & Associates Kim Sutton Golodetz, 212-838-3777 kgolodetz@lhai.com Bruce Voss, 310-691-7100 bvoss@lhai.com or Media Relations Contact: Lippert/Heilshorn & Associates Mark Stuart, 310-691-7100 mstuart@lhai.com -----END PRIVACY-ENHANCED MESSAGE-----