~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofMarch 24, ~~1934~~2011

~~Date~~CPEX ~~of Report (date of earliest event reported): March 18~~Pharmaceuticals, ~~2011~~Inc.

~~CPEX~~ (Exact ~~Pharmaceuticals,~~name ~~Inc.~~ of registrant as specified in its charter)

DELAWARE (~~Exact~~State ~~name~~or ofother ~~registrant~~jurisdiction asof ~~specified in its charter~~incorporation)

DELAWARE (State or other jurisdiction of incorporation)


1-33895		26-1172076

(Commission file number)		(IRS Employer Identification Number)

2 Holland Way, Exeter, New Hampshire		03833

(Address of principal executive offices)		(Zip Code)

1-33895		26-1172076
(Commission file number)		(IRS Employer Identification Number)
2 Holland Way, Exeter, New Hampshire		03833
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 658-6100

N/A

~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~(603~~last report) ~~658-6100~~

~~N/A (Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.2425):

o ~~Written~~ ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b) )

o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~o Pre-commencement~~Item ~~communications~~5.07. ~~pursuant~~Submission toof ~~Rule 13e-4(c)~~Matters ~~under~~to ~~the~~a ~~Exchange~~Vote ~~Act~~of ~~(17 CFR~~Security ~~240~~Holders.~~13e-4(c))~~

~~TABLE~~At OFa ~~CONTENTS~~Special Meeting of Stockholders held on March 24, 2011, the stockholders of CPEX Pharmaceuticals, Inc. (“CPEX”) approved the Agreement and Plan of Merger, dated as of January 3, 2011, by and among FCB I Holdings Inc., a Delaware corporation (“FCB I”), FCB I Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of FCB I, and CPEX, as such may be amended from time to time (the “Merger Agreement”). The Merger Agreement received the following votes from CPEX stockholders.

	Item 8.01. Other Events.
FOR		AGAINST	ABSTAIN	BROKER NON-VOTES
	Item 9.01. Financial Statements and Exhibits.
1,394,339		899,263	156	N/A
SIGNATURES
Index to Exhibits
EX-99.1

~~Table~~The ofmerger ~~Contents~~is anticipated to close in April 2011.

~~Item 8.01.~~SAFE ~~Other~~HARBOR ~~Events.~~FOR FORWARD-LOOKING STATEMENTS

OnCertain ~~March~~items ~~18,~~in ~~2011,~~this ~~the~~Current ~~Board~~Report ~~of Directors~~on ~~(the~~Form ~~“Board”)~~8-K ofmay ~~CPEX~~constitute ~~Pharmaceuticals,~~forward-looking ~~Inc.~~statements ~~(“CPEX”)~~within the ~~completed~~meaning ~~its review~~ of the ~~unsolicited non-binding letter (the~~ “~~Revised~~safe ~~Mangrove Letter~~harbor”) ~~received~~provisions ~~from Mangrove Partners (“Mangrove”) on March 16, 2011 revising the terms~~ of the ~~potential~~Private ~~alternative~~Securities ~~transaction~~Litigation ~~involving~~Reform aAct ~~recapitalization~~ of 1995. ~~CPEX~~These ~~(the~~forward-looking ~~“Revised~~statements ~~Alternative Proposal”)~~involve ~~that~~certain ~~Mangrove~~risks ~~had~~and ~~originally~~uncertainties ~~proposed~~that oncould ~~March~~cause actual ~~14,~~results ~~2011.~~to ~~Consistent~~differ ~~with~~materially ~~its~~from ~~fiduciary~~those ~~duties~~indicated ~~and~~in ~~the~~such ~~Agreement~~forward-looking ~~and Plan~~statements, ofincluding, ~~Merger~~but bynot ~~and~~limited ~~among~~to: ~~FCB~~the Iproposed ~~Holdings~~transaction; ~~Inc.~~the ~~(“FCB”),~~ability ~~FCB~~to Isatisfy ~~Acquisition~~the ~~Corp.~~closing conditions ~~and~~set ~~CPEX,~~forth ~~dated~~in ~~as of January 3, 2011 (~~the “Merger Agreement~~”),~~; the ~~CPEX~~ability ~~Board~~of ~~reviewed~~ the ~~Revised~~parties ~~Mangrove~~to ~~Letter~~consummate inthe ~~consultation with outside legal~~proposed ~~counsel~~transaction and ~~financial~~such ~~advisors~~other risks and ~~based~~uncertainties onas ~~its~~are ~~evaluation~~detailed ~~determined~~in ~~that~~CPEX’s ~~engaging~~definitive inproxy statement ~~discussions~~filed with ~~Mangrove regarding~~ the ~~Revised~~SEC ~~Alternative~~on ~~Proposal is not~~February 4, 2011 and isin ~~not~~CPEX’s ~~reasonably~~Annual ~~likely~~Report toon ~~lead~~Form ~~to,~~10-K afiled with ~~Superior~~the ~~Proposal (as~~SEC ~~that~~on ~~term~~March 29, is2010, ~~defined~~and in the ~~Merger~~other ~~Agreement). The~~reports ~~Board concluded~~ that ~~the~~CPEX ~~Merger~~periodically ~~Agreement~~files ~~continues~~with ~~to be~~ the ~~most~~SEC. CPEX ~~compelling~~cautions ~~opportunity~~investors ~~for~~not ~~stockholders~~ to ~~immediately~~place ~~and~~undue ~~with~~reliance ~~certainty~~on ~~realize~~ the ~~maximum after~~forward-~~tax value~~looking ~~for~~statements ~~their~~contained ~~shares.~~in this ~~Accordingly,~~document ~~the~~or ~~Board~~other ~~reaffirmed~~filings ~~its~~with ~~recommendation that stockholders vote FOR~~ the ~~merger agreement with FCB~~SEC. ~~On March 18, 2011, CPEX issued a press release which is attached hereto as Exhibit 99.1 and is hereby incorporated into this report by reference.~~

~~ADDITIONAL~~The ~~INFORMATION~~statements ~~AND~~in ~~WHERE~~this TOdocument ~~FIND~~reflect ITthe expectations and beliefs of CPEX’s management only as of the date of this document and subsequent events and developments may cause these expectations and beliefs to change. CPEX undertakes no obligation to update or revise these statements, except as may be required by law. These forward-looking statements do not reflect the potential impact of any future dispositions or strategic transactions, including the proposed transaction, that may be undertaken. These forward-looking statements should not be relied upon as representing CPEX’s views as of any date after the date of this document.

~~CPEX~~Item has filed with the Securities and Exchange Commission (the “SEC”) and furnished to its stockholders a definitive proxy statement in connection with the proposed transaction with FCB (the “Definitive Proxy Statement”)8. ~~This communication may be deemed to be solicitation material in respect of the merger with FCB~~01. ~~Investors~~Other and security holders of CPEX are urged to read the Definitive Proxy Statement and the other relevant materials (when they become available) because such materials will contain important information about CPEX and the proposed transaction with FCBEvents. The Definitive Proxy Statement and other relevant materials (when they become available), and any and all other documents filed by CPEX with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents CPEX files with the SEC by directing a written request to CPEX Pharmaceuticals, Inc., 2 Holland Way, Exeter, NH 03833, Attention: Chief Financial Officer. Copies of CPEX’s filings with the SEC may also be obtained at the “Investors” section of CPEX’s website at www.cpexpharm.com/investor.htm.

~~INVESTORS~~On ~~AND~~March 24, ~~SECURITY~~2011, ~~HOLDERS~~CPEX ~~ARE~~issued ~~URGED~~a TOpress ~~READ~~release ~~THE~~announcing ~~DEFINITIVE~~that ~~PROXY~~it ~~STATEMENT~~received ~~AND~~stockholder ~~THE~~approval ~~OTHER~~for ~~RELEVANT~~the ~~MATERIALS~~previously ~~(WHEN~~announced ~~THEY~~Merger ~~BECOME~~Agreement. ~~AVAILABLE)~~A ~~BEFORE~~copy ~~MAKING~~of ~~ANY~~the ~~VOTING~~press ORrelease ~~INVESTMENT~~is ~~DECISION~~attached hereto as ~~WITH~~Exhibit 99.1 ~~RESPECT~~and TOis ~~THE~~hereby ~~PROPOSED~~incorporated ~~TRANSACTION~~into ~~WITH~~this ~~FCB~~report by reference.

~~CPEX~~Item and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of CPEX in connection with the proposed transaction with FCB. Information about those directors and executive officers of CPEX, including their ownership of CPEX securities, is set forth in the Definitive Proxy Statement (filed with the SEC on February 4, 2011) and in the proxy statement for CPEX’s 2010 Annual Meeting of Stockholders (filed with the SEC on April 9~~, 2010), as supplemented by other CPEX filings with the SEC~~. ~~Investors~~01. ~~and~~Financial ~~security~~Statements ~~holders may obtain additional information regarding the direct~~ and ~~indirect interests of CPEX and its directors and executive officers in the proposed transaction with FCB by reading the proxy statements and other public filings referred to above~~Exhibits.

~~SAFE~~(d) ~~HARBOR FOR FORWARD-LOOKING STATEMENTS~~ Exhibits

Certain items in this document may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties that could cause actual


Exhibit
Number		Description
99.1		Press release issued on March 24, 2011 by CPEX Pharmaceuticals, Inc.

~~Table of Contents~~SIGNATURES

~~results~~Pursuant to ~~differ materially from those indicated in such forward-looking statements, including, but not limited to:~~ the ~~proposed~~requirements ~~transaction~~of ~~with FCB;~~ the ~~performance~~Securities ofExchange ~~CPEX;~~Act ~~the benefits~~ of ~~the proposed transaction with FCB and such other risks and uncertainties as are detailed in the Definitive Proxy Statement~~1934, ~~in CPEX’s Annual Report on Form 10-K filed with~~ the ~~SEC on~~Registrant ~~March 29,~~has ~~2010,~~duly ~~and in the other reports that CPEX periodically files with the SEC. Copies of~~caused ~~CPEX’s~~this ~~filings~~report ~~with~~to ~~the~~be ~~SEC~~signed ~~may~~on beits ~~obtained~~behalf by the ~~methods~~undersigned ~~described~~hereunto ~~above.~~duly ~~CPEX cautions investors not to place undue reliance on the forward-looking statements contained in this document or other filings with the SEC~~authorized.

~~The statements in this document reflect the expectations and beliefs of~~ CPEX’s ~~management~~PHARMACEUTICALS, ~~only as of the date of this document and subsequent events and developments may cause these expectations and beliefs to change~~INC. ~~CPEX~~Registrant ~~undertakes~~By: no/s/ ~~obligation~~Robert ~~to update or revise these statements, except as may be required by law~~P. ~~These~~Hebert ~~forward-looking~~Robert ~~statements do not reflect the potential impact of any future dispositions or strategic transactions, including the proposed transaction with FCB, that may be undertaken~~P. ~~These~~Hebert ~~forward-looking~~Vice ~~statements~~President ~~should~~and ~~not~~Chief beFinancial ~~relied upon as representing CPEX’s views as of any date after the date of this document.~~ Officer

~~Item~~Dated: March ~~9.01.~~30, ~~Financial Statements and Exhibits.~~ 2011

~~(d)~~Index to Exhibits

Exhibit
Number		Description
99.1		Press release issued on March 1824, 2011 by CPEX Pharmaceuticals, Inc.

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.

CPEX PHARMACEUTICALS, INC. Registrant By: /s/ Robert P. Hebert Robert P. Hebert Vice President and ChiefFinancial Officer

Dated: March 18, 2011

Index to Exhibits

Exhibit
Number		Description
99.1		Press release issued on March 18, 2011 by CPEX Pharmaceuticals, Inc.

Filing Compare · CPEX Pharmaceuticals, Inc.