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):   August 17, 2012

EpiCept Corporation
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(Exact name of registrant as specified in its charter)

     
Delaware 000-51290 52-1841431
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
777 Old Saw Mill River Rd., Tarrytown, New York   10591
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(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   914-606-3500

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))


Item 1.02 Termination of a Material Definitive Agreement.





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

On August 17, 2012, John V. Talley informed the Board of Directors of EpiCept Corporation that, effective August 20, 2012, he would be resigning as EpiCept's President and CEO, and would also be resigning from the EpiCept Board of Directors. On August 20, 2012, Mr. Talley's Amended and Restated Employment Agreement was terminated by his resignation.

On August 20, 2012, the Board of Directors of EpiCept Corporation appointed Robert W. Cook as Interim President and CEO. Mr. Cook has served as CFO of EpiCept Corporation since April 2004, and will retain his title as CFO.






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.

         
    EpiCept Corporation
          
August 23, 2012   By:   /s/ Robert W. Cook
       
        Name: Robert W. Cook
        Title: Interim President and CEO