- Current report filing (8-K)
November 28 2008 - 1:16PM
Edgar (US Regulatory)
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): November 21, 2008
RxElite,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-52454
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90-0366910
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1404
North Main Street, Suite 200
Meridian,
Idaho
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83642
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (208) 288-5550
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(Former
Name or Former Address, if Changed Since Last Report)
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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:
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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
November 21, 2008, the employment agreement between Jonathan Houssian and
RxElite Holdings Inc. (“RxElite Holdings”), a Delaware corporation and a
wholly-owned subsidiary of RxElite, Inc. (the “Company”), was amended to reflect
a change in Mr. Houssian’s title from President to Senior Vice President of
Sales and New Business Development.
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Item
1.02.
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Termination
of a Material Definitive
Agreement.
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On
November 21, 2008, Minrad International Inc., a Delaware corporation (“Minrad
”), notified the Company that the Exclusive Manufacturing and Distribution
Agreement (the “Agreement”), dated June 9, 2004, as amended, between RxElite
Holdings and Minrad terminated for non-payment of outstanding
amounts.
The
agreement provided, among other things, that RxElite Holdings be Minrad ’s
exclusive distributor of the anesthetic gases Enflurane, Isoflurane and
Sevoflurane in the United States human market and be granted the exclusive
right
to purchase other generic inhalation anesthetic products and Isoflurane for
distribution for veterinary uses in the United States.
The
foregoing description of the Agreement does not purport to be complete and
is
qualified in its entirety and reference is made to Exhibit 10.2 hereto and
the
complete text of the Agreement.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
November 21, 2008, Jonathan Houssian resigned as President and Chief Executive
Officer of the Company and assumed the position of Senior Vice President of
Sales and New Business Development. On the same date, the Board of Directors
of
the Company appointed Earl Sullivan as President and Chief Executive Officer.
Mr. Sullivan, 36, has served as chief operating officer since October 11, 2007
and from July 13, 2007 to October 11, 2007, as executive vice president of
operations. Mr. Sullivan has been the executive vice president of RxElite
Holdings since May 2002.
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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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Letter
Agreement, dated November 21, 2008 between RxElite Holdings Inc.
and
Jonathan Houssian
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10.2
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Exclusive
Manufacturing and Distribution Agreement, dated as of June 9, 2004
(incorporated herein by reference to Exhibit 10.16 to the Company’s
Current Report on Form 8-K filed with the SEC on July 17,
2007)
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99.1
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Press
Release, dated November 25, 2008
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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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RXELITE,
INC.
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Dated:
November 28, 2008
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By:
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/s/
Shannon M. Stith
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Name:
Shannon M. Stith
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Title:
VP of Finance and Principal Financial
Officer
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