kl07004.htm
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) June 28, 2007
Nephros,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 001-32288
|
Delaware
|
|
13-3971809
|
|
(State
or other Jurisdiction of
Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
On June 28, 2007, Nephros, Inc. (the “Company”) entered into a letter agreement
(the “Letter Agreement”) with Norman J. Barta, President and Chief Executive
Officer of the Company. The Letter Agreement provides the terms of
Mr. Barta’s compensation after the expiration of his employment agreement with
the Company, as amended, which employment agreement expired on June 30,
2007. Under the Letter Agreement, Mr. Barta’s employment will
continue on an “at will” basis, meaning that his employment with the Company may
be terminated by Mr. Barta or the Company at any time for any
reason. Mr. Barta’s annual base salary will be $285,000, consistent
with the Company’s payroll practices, and he will continue to receive the
benefits and perquisites generally available to the Company’s
executives. The Letter Agreement provides that Mr. Barta will be
entitled to receive a bonus equal to 10% of his salary at the time each of
the
following two milestones is achieved: (1) the completion of the clinical trial
of a second hemodiafiltration device in a region where there exists significant
market opportunity for the sale of such device; and (2) the first regulatory
approval of the second device in such region.
Mr.
Barta
is also eligible to receive a bonus of one percent of the license fee or
technology access fee not tied directly to sales or expressed as a percentage
of
receipts or by reference to units produced which is paid to the Company with
respect to any consummated licensing agreement relating to End Stage Renal
Disease therapy machines or dialyzer technology devices, subject to a maximum
bonus of $500,000 per license agreement (including renewals and amendments)
and
an aggregate maximum of $2,000,000. The Letter Agreement also
contains, among other things, provisions imposing on Mr. Barta certain
obligations with respect to confidentiality and proprietary information, and
restricting his ability to engage in certain activities in competition with
the
Company.
The
foregoing does not constitute a
complete summary of the terms of the Letter Agreement, which is attached hereto
as Exhibit 99.1. The descriptions of the terms of the Letter Agreement are
qualified in their entirety by reference to such exhibit.
Item
9.01. Financial Statements and Exhibits.
99.1 Letter
Agreement dated June 28, 2007 between Nephros, Inc. and Norman J.
Barta.
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: July
5, 2007
NEPHROS,
INC.
By: /s/ Mark W. Lerner
Mark
W. Lerner
Chief
Financial Officer
(Principal
Financial and Accounting
Officer)