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): February 26, 2015

 

TARGETED MEDICAL PHARMA, INC.
(Exact name of registrant as specified in its charter)

 

DELAWARE   000-53071   20-5863618
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

2980 BEVERLY GLEN CIRCLE, SUITE 301
LOS ANGELES, CA 90077
(Address of principal executive offices)
 
(310) 474-9808
(Registrant’s telephone number, including area code)
 
Not Applicable
(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):

 

[  ]  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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a) As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2015, the Board of Directors (the “Board”) of Targeted Medical Pharma, Inc. (the “Company”), on January 9, 2015, voted to terminate Dr. William E. Shell’s employment with the Company. At that time, Dr. Shell also was removed as Chairman of the Board, but continued to serve as a director of the Company.

 

On February 26, 2015, the Company received a letter from Dr. Shell, pursuant to which he resigned as a member of the Board, effective 11:59 a.m. on that date (the “Resignation Letter”). The Company accepted Dr. Shell’s resignation upon receipt of the Resignation Letter. At the time of his resignation, Dr. Shell was not a member of any committee of the Board.

 

In the Resignation Letter, Dr. Shell stated that his resignation was due to numerous disputes and disagreement with the Board, the Company’s officers and management and significant corporate shareholders relating to the Company’s operations, policies and practices, including the use of corporate funds.

 

A copy of the Resignation Letter is attached hereto as Exhibit 17.1 and the description of the contents of the Resignation Letter contained in this Form 8-K is qualified in its entirety by reference to the full text of the Resignation Letter.

 

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Dr. Shell with a copy of the disclosures that it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the SEC and will provide Dr. Shell with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether Dr. Shell agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibit 17.1 -- Letter from William Shell, M.D. dated February 26, 2015, resigning from the Board of Directors of the Company.

 

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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.

 

Dated: March 3, 2015

 

  TARGETED MEDICAL PHARMA, INC.
     
  By: /s/ Kim Giffoni
  Name: Kim Giffoni
  Title: Chief Executive Officer

 

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EXHIBIT 17.1

  

February 26, 2015

 

To the Board of Targeted Medical Pharma, Inc. and its Chairman, Kerry Weems:

 

I, William E. Shell, hereby resign from the Board of Targeted Medical Pharma, Inc., effective 11:59 a.m., on February 26, 2015, due to numerous disagreements and disputes with the Board of Directors, Officers and management, and significant corporate shareholders who have, and continue to control the use of corporate funds. Disagreements and disputes include:

 

  1. Failure to pay payroll taxes to the Internal Revenue Service and the California Franchise Tax Board, potentially placing financially liability on Board of Directors, Directors and Officers of Targeted Medical Pharma and large shareholders.
     
  2. Failure to pay my wage claims since January 9, 2015, resulting in substantial wait time penalties, potentially placing individual management, Board members and large shareholders (some of whom have contributed large sums of money to Targeted Medical Pharma, Inc. to insure their control and direction over Targeted Medical Pharma Inc.’s Directors and Officers) with personal financial risk.
     
  3. Offering inflated and expensive new contracts, beginning 2015, to management, exceeding industry norms for a company with falling revenues and non-profitability.
     
  4. Offering employment contracts to members of management who were previously under investigation for diversion of corporate assets.
     
  5. Failure to present a coherent plan for growth of revenues enabling Company profitability.
     
  6. Failure to provide Board Members and Committee Chairman with complete appraisal of financial obligations and plans to control costs.
     
  7. Appointing Executive Officers and Directors that lack the necessary skills and training to manage a publicly traded company.

 

Sincerely,  
   
/s/ William Shell M.D.  
William Shell M.D.  
Founder of Targeted Medical Pharma, Inc. and owner of corporate patents.