8-K 1 accesspharm_8k.htm FORM 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): July 10, 2008

ACCESS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

0-9314

83-0221517

 

 

 

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

2600 Stemmons Freeway, Suite 176

Dallas Texas

 

75207

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

                              Registrant’s telephone number, including area code:               (212) 905-5100

 

 

(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 (see General Instruction A.2. below):

 

 

x

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 1.01.       Entry into a Material Definitive Agreement

On July 10, 2008, Access Pharmaceuticals, Inc., a Delaware corporation (“Access”), MACM Acquisition Corporation (“Merger Sub”), a wholly owned subsidiary of Access and a Delaware corporation, and MacroChem Corporation, a Delaware corporation (“MacroChem”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), as announced in the attached joint press release dated July 10, 2008. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into MacroChem, with MacroChem continuing as the surviving corporation and becoming a wholly owned subsidiary of Access (the “Merger”). The Board of Directors of Access has approved the Merger and the Merger Agreement.

 

In connection with the Merger, all of MacroChem’s common stock that is outstanding at the effective time of the Merger (the “Effective Time”), together with the In the Money MacroChem Warrants, will be converted into a maximum of 2.5 million shares of Access’ common stock. No fractional shares of Access’s common stock will be issued as a result of the Merger.

 

At July 10, 2008, there were 45,798,412 shares of MacroChem common stock outstanding. At July 10, 2008, there were outstanding warrants to purchase 20,445,984 shares of MacroChem common stock and options to purchase 7,376,488 shares of MacroChem common stock that are not expected to be exercised prior to the Effective Time and are expected to be cancelled and void ab initio at the Effective Time.

 

The completion of the Merger is subject to various customary conditions, including obtaining the approval of the MacroChem stockholders. The Merger is intended to qualify as a reorganization for federal income tax purposes.

 

Additional Information about the Merger and Where to Find it

In connection with the proposed Merger, Access and MacroChem intend to file relevant materials with the Securities and Exchange Commission (“SEC”), including a registration statement on Form S-4 that will contain a prospectus and a information statement. Investors and security holders of MacroChem are urged to read these materials when they become available because they will contain important information about Access, MacroChem and the Merger. The information statement, prospectus and other relevant materials (when they become available), and any other documents filed by Access or MacroChem with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders are urged to read the information statement, prospectus and other relevant materials when they become available before making any voting or investment decision with respect to the Merger.

Item 8.01. Other Events

On July 10, 2008, Access issued a press release announcing that it entered into a definitive agreement to acquire MacroChem.

 

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

On July 10, 2008, Access issued a press release announcing that it entered into a definitive agreement to acquire MacroChem.

 

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit No.

Description

 

 

99.1

Press release issued by Access Pharmaceuticals, Inc. and MacroChem Corporation dated July 10, 2008.

 

 


___________________________________________________________________________________

 

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.

 

 

 

 

 

ACCESS PHARMACEUTICALS, INC.

 

 

By:

/s/ Stephen B. Thompson

 

 

Stephen B. Thompson

 

Vice President, Chief Financial Officer

 

Date:  July 16, 2008

 

 

 


Exhibit Index

 

Exhibit No.

Description

 

 

99.1

Press release issued by Access Pharmaceuticals, Inc. and MacroChem Corporation dated July 10, 2008.