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):
May
26, 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 1.01
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Entry Into A Material Definitive
Agreement.
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On May
26, 2009, SCOLR Pharma, Inc., a Delaware corporation (the “Company”), entered
into a Director Indemnification Agreement or Officer Indemnification Agreement
(the “Indemnity Agreements”) with each of its current directors and officers. It
is anticipated that future directors and officers of the Company would enter
into an Indemnity Agreement with the Company in substantially similar
form.
The
Indemnity Agreements provide, among other things, that the Company will
indemnify each director or officer, under the circumstances and to the extent
provided for therein, for expenses, including judgments, fines, penalties and
settlements he or she may be required to pay in actions or other proceedings to
which he or she is or may be made a party by reason of his or her position as a
director, officer or other agent of the Company, and otherwise to the fullest
extent permitted under applicable law, and as a supplement to and in furtherance
of rights to indemnification under applicable law and the Company’s Certificate
of Incorporation and Bylaws, each as amended from time to time. The Indemnity
Agreements further provide for the advancement of certain expenses of each
director or officer in connection with claims with respect to which such
director or officer is or may be entitled to indemnification under the Indemnity
Agreements. In addition, the Indemnity Agreements obligate the Company to
maintain a policy of directors’ and officers’ liability insurance during such
time as each director or officer serves as a director, officer or other agent of
the Company, and for at least six years following a change of control event,
including the acquisition by any person of securities representing fifty percent
or more of the combined voting power the Company’s then outstanding securities
entitled to vote generally in the election of directors.
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Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Form
of Director Indemnification Agreement dated May 26,
2009
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Form
of Officer Indemnification Agreement dated May 26,
2009 |
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: May
29, 2009
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By:
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/s/
Bruce S. Morra
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Bruce
S. Morra
President
and Chief Executive Officer
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