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): December 13, 2005
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-27282
|
36-3898269
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
| |
|
|
|
810
Seventh Avenue, 4th Floor
|
|
10019
|
|
(Address
of principal executive
offices)
|
|
(Zip
Code)
|
| |
|
|
(212)
582-3950
(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:
[
] 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))
The
Board
of Directors (the “Board”) of Manhattan Pharmaceuticals, Inc. (the “Company”)
has an established Compensation Committee (the “Committee”). The members of the
Committee are Neil Herskowitz, Malcolm Hoenlein, Richard Steinhart and Michael
Weiser. The Board has determined that each of Messrs. Herskowitz, Hoenlein
and
Steinhart are “independent” as such term is defined by the listing standards of
the American Stock Exchange (“AMEX”), but that Dr. Weiser is not “independent”
because from 2002 through 2004 he received compensation from the Company
in
excess of $60,000 per year for consulting services rendered.
AMEX
rules generally provide that a listed issuer’s compensation committee must
consist solely of independent directors. However, an exception to the general
AMEX rule provides that if the compensation committee is comprised of at
least
three members, then one director who is not “independent,” and who is not a
current officer or employee or a family member of such person, may serve
on the
compensation committee if the board of the issuer determines that membership
on
the committee by such individual is required by the best interests of the
issuer
and its stockholders. A director appointed pursuant to this exception is
limited
to two years of service on the compensation committee.
The
Company’s Board has appointed Dr. Weiser to the Committee, which consists of
three other directors who are independent under AMEX rules, pursuant to this
exception because the Board has found that Dr. Weiser’s experience in the
corporate governance of other biotechnology companies is valuable to the
Company, the Committee and the Board in determining executive compensation
issues. Accordingly, the Board believes Dr. Weiser’s service on the Committee is
in the best interests of the Company and its stockholders.
SIGNATURE
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.
| |
|
Manhattan
Pharmaceuticals, Inc. |
| |
|
|
| |
|
|
| Date: December 16, 2005 |
|
By: /s/
Nicholas J. Rossettos
|
| |
|
Nicholas J.
Rossettos |
| |
|
Chief
Financial Officer |