sec document
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): July 20, 2005
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CEPTOR CORPORATION
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(Exact Name of Registrant as Specified in Charter)
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DELAWARE 333-105793 11-2897392
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 International Circle, Suite 5100, Hunt Valley, Maryland 21030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 527-9998
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N/A
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(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 PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On July 20, 2005, our Board of Directors increased the number of directors
to three directors. In accordance with our bylaws for filling newly-created
board vacancies, our Board of Directors appointed John W. Griffin, M.D. to serve
as an additional director of our company. Dr. Griffin has also been appointed to
the Audit Committee and Compensation Committee of our Board of Directors.
Dr. Griffin is Professor and Director of the Department of Neurology at
Johns Hopkins University School of Medicine and Professor of Neuroscience and
Pathology and Neurologist-in-Chief at Johns Hopkins Hospital. Dr. Griffin has
been on the faculty at Johns Hopkins since 1976, and Professor of Neurology and
Neuroscience since 1986. Dr. Griffin is President of the American Neurological
Association and was Past President of the Peripheral Nerve Society and the
Society for Experimental Neuropathology, and in 2005 was elected to the
Institute of Medicine of the National Academy of Science.
Dr. Griffin trained and was a medical intern and resident at Stanford
University School of Medicine and did his neurology residency at Johns Hopkins,
before going to the NIH as a Clinical Associate.
Dr. Griffin's clinical and research career has been devoted to the
neurobiology and neuropathology of the peripheral nervous system, and to studies
of peripheral neuropathies. Dr. Griffin's honors include Jacob Javits Award from
the NIH, and multiple teaching awards, including the Professor's Award of the
Johns Hopkins University School of Medicine. Dr. Griffin has given many named
lectures, including the Robert Wartenberg Lecture of the American Academy of
Neurology and the Soriano Lecture of the American Neurological Association. Dr.
Griffin is a former member of the National Advisory Council to the National
Institute of Neurologic Disease and Stroke and is currently Chair of the
Burroughs Wellcome Fund Program in Translational Research. Dr. Griffin is the
Editor-in-Chief of the journal, NATURE NEUROLOGY.
ITEM 7.01 REGULATION FD DISCLOSURE
On July 20, 2005, our Chief Executive Officer mailed a Letter to
Shareholders concerning the Company's activities. A copy of the Shareholder
Letter is annexed hereto as Exhibit 99.1.
ITEM 8.01. OTHER EVENTS.
On June 22, 2005, CepTor Corporation issued a press release concerning a
NEW ENGLAND JOURNAL OF MEDICINE article implicating calpain in Duchenne Muscular
Dystrophy and other neuromuscular and neurodegenerative Diseases. Exhibit 99.2
to this Form 8-K is incorporated herein by reference.
On July 13, 2005, CepTor Corporation issued a press release concerning its
orphan drug development pipeline featured in the publication, GENETIC
ENGINEERING NEWS. Exhibit 99.3 to this Form 8-K is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Shareholder Letter
99.2 Press Release of the Company dated June 22, 2005
99.3 Press Release of the Company dated July 13, 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.
CEPTOR CORPORATION
Date: July 20, 2005
By: /s/ William H. Pursley
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William H. Pursley,
Chairman and Chief Executive Officer
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