-----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, Hbdl8FCuPqx4RuDEAmi1DzlINfOpr5qr3Mnx2OqjKn5WNz/na8pikLbuR5eY8giN 1Vsr08LBbRqitF79j7aaHQ== 0001023024-06-000017.txt : 20060526 0001023024-06-000017.hdr.sgml : 20060526 20060526171218 ACCESSION NUMBER: 0001023024-06-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSANTE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001023024 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 582301143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31812 FILM NUMBER: 06871458 BUSINESS ADDRESS: STREET 1: 111 BARCLAY BLVD STE 280 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 8474780500 MAIL ADDRESS: STREET 1: 111 BARCLAY BLVD STE 280 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: BEN ABRAHAM TECHNOLOGIES INC DATE OF NAME CHANGE: 19991027 8-K 1 biosante5268k.htm BIOSANTE 8K FOR 5-26-2006 BioSante 8K for 5-26-2006


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):
May 26, 2006
 

BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 

 
Delaware
001-31812
58-2301143
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 
111 Barclay Boulevard
Lincolnshire, Illinois
 
60069
(Address of principal executive offices)
(Zip Code)

(847) 478-0500
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
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))



Section 1 — Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement

On May 26, 2006, BioSante Pharmaceuticals, Inc., its President and Chief Executive Officer, its Chief Financial Officer, Treasurer and Secretary, one of its directors, and Leah Lehman, Ph.D., BioSante’s former Vice President of Product Development, entered into a Confidential Settlement Agreement regarding an employment-related dispute, the details of which were previously disclosed in a Form 8-K filing by BioSante on February 17, 2006. Under the Settlement Agreement, the parties thereto agreed to voluntarily withdraw and dismiss any and all charges, claims and pending litigation with prejudice and execute mutual releases and covenants not to sue. BioSante agreed to pay Lehman post-termination installment payments in the aggregate amount of $780,000 in equal installments in accordance with BioSante’s regular payroll cycle through December 31, 2007 and to secure such payments with an irrevocable letter of credit. BioSante also agreed to pay the legal fees incurred by Lehman in the amount of $110,000. BioSante believes that its insurance carrier will be responsible for a substantial portion of the settlement and legal fees and costs incurred in settling this matter. In exchange for the payments, Lehman agreed, among other things, to honor through June 30, 2007, non-competition and non-solicitation obligations as provided in the Employment Agreement dated December 15, 2000 by and between her and BioSante, a copy of which was filed as an exhibit to BioSante’s most recent annual report on Form 10-K.
 

 



SIGNATURE

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.
 
BIOSANTE PHARMACEUTICALS, INC.
 
By: /s/ Louis W. Sullivan, M.D.
Louis W. Sullivan, M.D.
Chairman of the Board

Dated: May 26, 2006
 





 
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