Forn 8-K Current Report
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) March 3,
2006
Nephros,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 001-32288
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Delaware
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13-3971809
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(State
or other Jurisdiction of
Incorporation)
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(I.R.S.
Employer Identification No.)
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3960
Broadway, New York, New York 10032
(Address
of Principal Executive Offices)
(Zip
Code)
(212)
781-5113
(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))
Item
1.01. Entry into a Material Definitive Agreement
On
March
3, 2006, Nephros, Inc. (the “Company”) entered into a letter agreement
(the “Employment Letter Agreement”) with Mark W. Lerner, engaging Mr. Lerner to
serve as the Company’s Chief Financial Officer, starting March 6, 2006. The
Employment Letter Agreement provides that Mr. Lerner will receive a starting
base salary of $175,000 per year, and will be eligible to receive a bonus of
up
to 20% of his base salary, or more, for the achievement of performance
objectives, subject to approval of the Company’s Chief Executive Officer and the
Compensation Committee of the Board of Directors. The Employment Letter
Agreement also provides that the Company shall grant Mr. Lerner an option to
purchase up to 40,000 shares of the Company’s common stock that will vest
one-quarter on the grant date and one-quarter on each of the first three
anniversaries thereof.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The
Company’s Board of Directors has appointed Mark W. Lerner, as Chief Financial
Officer (Principal Financial and Accounting Officer) of the Company, effective
as of March 6, 2006. Mr. Lerner is replacing Bruce Prashker, who
had agreed to serve as the Company’s Interim Chief Financial
Officer through February 24, 2006.
Mr.
Lerner served as a consultant to Pipeline Data Inc., a business services company
that offers card processing services, from September 2003 until his employment
by the Company. From May 2002 through June 2003, Mr. Lerner was Executive Vice
President and Chief Financial Officer of Ramp, Inc., a healthcare information
technology company whose stock was listed on the AMEX. From September 2000
through April 2002, Mr. Lerner was the Chief Financial Officer and VP Finance
and Development of Boardroom Inc., a direct marketer and publisher. Prior to
joining Boardroom, Mr. Lerner had over twenty years of experience working in
finance. Mr. Lerner received his MBA in Finance from Emory University and
graduated from Columbia University’s Executive Program.
Item
8.01 Other Events.
On
March
8,
2006, the Company issued a press release announcing the appointment of Mr.
Lerner as Chief Financial Officer. The full text of this press release is
attached hereto as Exhibit 99.1. The information in this Item 8.01 shall not
be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liability of that Section.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release issued by Nephros, Inc. dated March 8, 2006.
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.
Date:
March 8,
2006
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NEPHROS,
INC. |
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By: |
/s/
Norman J. Barta |
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President
and Chief Executive Officer (Principal
Executive Officer) |