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): April 9,
2010
MEDASORB
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51038
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98-0373793
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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7
Deer Park Drive, Suite K
Monmouth
Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
(732)
329-8885
Registrant’s
telephone number, including area code:
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13c-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On April
9, 2010, we entered into an employment agreement which was retroactively
effective as of January 1, 2010 (the “Agreement”) with
David Lamadrid and with Vince Capponi and with Philip P. Chan (collectively, the
“Employees,”
and individually, the “Employee”).
Pursuant
to our Agreement with Mr. Lamadrid, we agree to hire him as our Chief Financial
Officer (the “CFO”) to perform the
services and duties that are normally and customarily associated with the CFO
position as well as other associated duties as our Chief Executive Officer (the
“CEO”)
reasonably determines. Mr. Lamadrid’s employment has a term of one (1) year with
an initial base compensation of $175,000 payable in equal semi-monthly
installments in accordance with our usual practice.
Pursuant
to our Agreement with Mr. Capponi, we agree to hire Mr. Capponi as our Chief
Operating Officer (the “COO”) to perform the
services and duties that are normally and customarily associated with the COO
position as well as other associated duties as our CEO reasonably determines.
Mr. Capponi’s employment has a term of one (1) year with an initial base
compensation of $205,303 payable in equal semi-monthly installments in
accordance with our usual practice.
Pursuant
to our Agreement with Mr. Chan, we agree to hire him as our Chief Executive
Officer (the “CEO”) and President
to perform the services and duties that are normally and customarily associated
with the CEO and President position as well as other associated duties as the
Board of Directors reasonably determines. Mr. Chan’s employment has a term of
one (1) year with an initial base compensation of $216,351 payable in equal
semi-monthly installments in accordance with our usual practice.
The
Agreement provides the conditions for early termination. The employment with the
Employee may be terminated with 15 calendar days of notice for “justifiable
cause” as defined in Section 4.1 of the Agreement. In addition, we have the
right to suspend the Employee from his position and duties without compensations
in the event of the actions provided in Section 4.2 of the Agreement until
either the action is dropped or no longer pursued or a final adjudication of the
Employee’s actions is made by a court of competent jurisdiction. Finally, we
have the right to terminate the Employee’s employment in the event of such
Employee’s permanent disability as provided in Section 4.3 of the Agreement with
a prior notice, with the disability benefits being activated 90 days after such
termination.
Pursuant
to the Agreement, the Employee is prohibited from disclosing any of our
confidential information, directly or indirectly, or uses them either during the
term of his employment or at any time thereafter, except as required in the
course of his employment with us. In addition, the Employee is prohibited for a
period of one (1) year from his respective separation date with us from engaging
in any business in competition with us in the United States and those foreign
counties and areas provided in Section 5.2 of the Agreement.
Pursuant
to an agreement with Dr. Robert Bartlett dated April 9, 2010, we agree to renew
Dr. Bartlett’s Consulting Agreement as our Chief Medical Officer (the “CMO”). As
of the date of this filing, Dr. Bartlett has not been appointed to any committee
of the board of directors. The Agreement shall remain in effect
until December 31, 2010, and thereafter as mutually agreed to in writing, and
may be terminated by us or the CMO with 60 days of notice.
Our
Agreement with Mr. Lamadrid is attached to this current report as Exhibit 10.1,
our Agreement with Mr. Capponi as Exhibit 10.2, our Agreement with Mr. Chan as
Exhibit 10.3, and our Agreement with Dr. Robert Bartlett as Exhibit
10.4.
Item
9.01 Financial Statement and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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Not
applicable.
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(b)
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Pro
Forma Financial Information.
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Not
applicable.
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(c)
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Exhibits.
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10.1
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Employment
Agreement with David Lamadrid Effective April 9, 2010.
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10.2
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Employment
Agreement with Vince Capponi Effective April 9, 2010.
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10.3
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Employment
Agreement with Philip P. Chan Effective April 9, 2010.
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10.4
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Consulting
Agreement with Dr. Robert Bartlett Effective April 9,
2010.
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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.
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Medasorb
Technologies Corporation
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By:
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/s/
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Name:
David Lamadrid
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Title:
Chief Financial Officer
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Dated:
April 15, 2010