UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 8, 2005
Date of Report (Date of earliest event reported)
SAMARITAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26775 88-0431538
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
101 Convention Center Drive, Suite 310
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 735-7001
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 (17CFR240.14d2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e4(c))
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Item 5.02 -- Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
The following table sets forth the name, position of our executive officers,
directors and key employees as of June 10, 2005:
Name Positions with Company
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Dr. Janet R. Greeson (3) CEO, President, and Chairman of the Board
Eugene J. Boyle CFO, COO, and Director
Dr. Thomas Lang Chief Drug Development Officer
George Weaver Regulatory Affairs Officer
Kristi C. Eads Vice President Investor Relations, &
Corporate Secretary
Dr. Laurent Lecanu (3)(4) Director
Douglas D. Bessert Director
Dr. Erasto R. C. Saldi (2)(4) Director
Welter Budd Holden (2)(3) Director
H. Thomas Winn (1)(5) Director
Cynthia C. Thompson (1)(2)(5) Director
(1) Member of the Audit and Finance Committee.
(2) Member of the Compensation and Governance Committee.
(3) Member of the Nominating Committee.
(4) Member of the Science and Technology Advisory Committee.
(5) Member of the Internal Control Committee.
Item 5.03 -- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 18, 2005, Samaritan Pharmaceuticals' Board of Directors amended the
first sentence of Article III, Section 1 of Samaritan Pharmaceuticals' by-laws
to provide that Samaritan Pharmaceuticals' Board of Directors shall consist of
eight persons. Previously, it provided that the Board of Directors consisted of
nine persons. A copy of the amended and restated Bylaws is attached as an
exhibit hereto.
On June 10, 2005, the Shareholder Approved and the Board of Directors of
Samaritan Pharmaceuticals, Inc. adopted a resolution to amend the Samaritan
Pharmaceuticals Article of Incorporation to increase the authorized shares of
common stock. A copy of the amended and restated Article of Incorporation is
attached as an exhibit hereto.
Item 8.01. Other Events.
Submission of Matters to a Vote of Security Holders.
(a) The company held its Annual meeting on June 10, 2005 with 115,848,689 shares
present for a quorum. The total outstanding shares for the record date of April
20, 2005 were 133,283,603. (b) The four matters voted upon at the meeting were:
(i) To elect three directors for a term expiring at the Annual Meeting of
Stockholders in year indicated ("Proposal 1"); (ii) To Amend the Articles of
Incorporation to increase the Number of Authorized shares of Common Stock
("Proposal 2"); (iii) Approval of the Adoption of the Samaritan Pharmaceuticals,
Inc. 2005 Stock Incentive Plan ("Proposal 3"); and (iv) Ratify the appointment
of Sherb & Co., LLP, as our independent auditors for the fiscal year ending
December 31, 2005 ("Proposal 4").
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(i) With respect to "Proposal 1", Doug Bessert (2008) received 115,121,327
shares in favor for, 114,100 shares against; H Thomas Winn (2008) received
107,211,854 shares in favor for, 8,023,573 shares against, and Laurent Lecanu
(2008) received 115,181,377 shares in favor for, 54,050 shares against, and
there were 613,262 abstentions for each director. All nominees were declared to
have been elected as directors to hold office until the annual meeting of
stockholders in the year indicated. (ii) With respect to "Proposal 2", there
were 94,114,871 shares in favor for, 21,393,985 shares were against, and 339,833
shares abstained. Proposal 2 was declared approved. (iii) With respect to
"Proposal 3", there were 62,819,726 shares in favor for, 19,770,687 shares were
against, and 254,268 shares abstained. Proposal 3 was declared approved. (iv)
With respect to "Proposal 4", there were 111,459,202 shares were in favor for
and 775,235 shares were against, 3,614,252 shares abstained. Proposal 4 was
declared approved.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
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3.1 Article of Incorporation of Samaritan Pharmaceuticals, as
amended and restated as of June 10, 2005
3.2 By-Laws of Samaritan Pharmaceuticals, as amended and restated
as of April 18, 2005
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.
Samaritan Pharmaceuticals
Date: July 8, 2005 By: /s/ Eugene Boyle
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Eugene Boyle
Chief Financial Officer
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