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): December 11, 2007 (December 7,
2007)
Pain
Therapeutics, Inc.
(Exact
name
of registrant as specified in its charter)
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DELAWARE
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000-29959
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91-1911336
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2211
Bridgepointe Parkway, Suite 500
San
Mateo, California 94404
(Address
of
principal executive offices, including zip code)
(Registrant’s
telephone number, including area code)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE
OF CONTENTS
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Item 5.02.
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Entry
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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SIGNATURES
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Entry
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December
7, 2007, the Board of Directors (the “Board”) of Pain Therapeutics, Inc. (the
“Company”) appointed Patrick J. Scannon, M.D., Ph.D., to the Company’s Board as
a Class III director. Dr. Scannon was also appointed to the Audit Committee
of
the Board, effective December 7, 2007.
On
the same
day, Vernon
R.
Loucks, Jr., a Class III director and member of the Audit Committee of
the Board, resigned his positions on the Board and Audit Committee, and was
retained as a consultant to the Company.
In
connection
with Dr. Scannon’s appointment, the Board determined that Dr. Scannon qualified
as an “independent director,” as that term is defined under the rules of The
NASDAQ Stock Market LLC, and that Dr. Scannon met the independence requirements
set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as
amended.
In
connection
with his election to the Board, Dr. Scannon was automatically awarded an option
to purchase 25,000 shares of the Company’s common stock pursuant to the
Company’s 1998 Stock Plan, as amended (the “Plan”), at an exercise price of
$10.53 per share, which was the closing price of the Company’s common stock on
the NASDAQ Global Market on the date of grant. This option vests in
four equal annual installments, beginning May 22, 2008, provided that Dr.
Scannon remains a director of the Company at such times.
In
addition,
in connection with his appointment to the Audit Committee of the Board, Dr.
Scannon was awarded an option to purchase 15,000 shares of the Company’s common
stock pursuant to the Plan, also at an exercise price of $10.53 per
share. This option vests in 48 equal monthly installments, beginning
January 7, 2008, provided that Dr. Scannon remains a director of the Company
at
such times.
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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PAIN
THERAPEUTICS, INC.
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Dated:
December 11, 2007
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By:
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/s/
Peter S. Roddy
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Peter
S. Roddy
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Vice
President and Chief Financial Officer
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