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): April
28, 2008
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Nephros,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32288
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13-3971809
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3960
Broadway
New
York, NY
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10032
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:(212)
781-5113
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N/A
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(Former
name or former address, if changed since last
report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
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
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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We
are
currently in discussions with Mr. Lerner regarding his potential role in
assisting with our transition to a new Chief Financial Officer.
Mr.
Kochanski most recently served as the Financial Services Director of Lordi
Consulting LLC, a national consulting firm, from February 2007 through February
2008. From October 2004 until December 2006, Mr. Kochanski was the Chief
Financial Officer of American Water Enterprises, Inc., a business unit of a
privately owned company in the water and wastewater treatment industry.
Previously, from November 1998 through September 2004, Mr. Kochanski was the
Chief Financial Officer of Scanvec Amiable Ltd., a publicly traded provider
of
software to the signmaking, digital printing and engraving industries. Mr.
Kochanski is a Certified Public Accountant and received his BS in Accounting
and
his MBA in Finance from La Salle University, where he has also been an adjunct
accounting department faculty member since 1986.
We
entered into an employment agreement with Mr. Kochanski, dated as of April
1,
2008. Pursuant to such employment agreement, Mr. Kochanski’s initial annual base
salary is $185,000. For the first year of Mr. Kochanski’s employment, we will
pay him a non-accountable commuting allowance of $10,000. In addition, we will
pay up to $10,000 of Mr. Kochanski’s moving costs. Mr. Kochanski may be awarded
a bonus based on performance. The employment agreement also provides that Mr.
Kochanski shall be entitled to receive an option to purchase 250,000 shares
of
our common stock under our 2004 Equity Incentive Plan. The option will vest
in
four equal annual installments of 62,500 shares on each of March 31, 2009,
March
31, 2010, March 31, 2011 and March 31, 2012, provided that he remains employed
by us at such time, and provided further that all options shall vest and become
exercisable in full immediately upon the occurrence of a Change in Control
(as
defined in our 2004 Stock Incentive Plan).
Mr.
Kochanski’s employment agreement provides that, upon termination by us for Cause
or Disability (as such terms are defined in the agreement) or by Mr. Kochanski
for any reason other than his exercise of the Change of Control Termination
Option (as defined in the agreement), we shall pay him only his accrued but
unpaid base salary and bonuses for services rendered through the date of
termination, his unvested options shall immediately be cancelled and forfeited
and his vested options shall remain exercisable for 90 days after such
termination. If Mr. Kochanski’s employment is terminated by his death or by his
voluntary resignation or retirement other than upon his exercise of the Change
of Control Termination Option, then we shall pay him his accrued but unpaid
base
salary for services rendered through the date of termination and any bonuses
due
and payable through such date of termination and those that become due and
payable within 90 days after such date. If we terminate Mr. Kochanski’s
employment for any other reason, then, provided he continues to abide by certain
confidentiality and non-compete provisions of his agreement and executes a
release, he shall be entitled to: (1) any accrued but unpaid base salary for
services rendered through the date of termination; and (2) the continued payment
of his base salary, in the amount as of the date of termination, for a period
of
either three months or, if he has been employed under the agreement for at
least
one year, six months subsequent to the termination date or until the end of
the
remaining term of the agreement if sooner, such payments to be made at the
times
such base salary would have been paid had his employment not been
terminated.
Upon
any
sale of all or substantially all of our business or assets, whether direct
or
indirect, by purchase, merger, consolidation or otherwise, Mr. Kochanski shall
have a period of time in which to discuss, negotiate and confer with any
successor entity regarding the terms and conditions of his continued employment.
If Mr. Kochanski, acting reasonably, is unable to timely reach an agreement
through good faith negotiations with such successor, then he may elect (the
“Change of Control Termination Option”) to terminate his employment with us and
receive the payments and bonuses described above with respect to such a
termination.
On
April
29, 2008, we issued a press release announcing the appointment of Mr. Kochanski
as our Chief Financial Officer and the resignation of Mr. Lerner. 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.
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| 99.1 |
Press
Release issued by Nephros, Inc., dated April 29,
2008.
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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 thereunto
duly authorized.
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Nephros,
Inc.
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Date:
May 2, 2008
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By: |
/s/
Norman J. Barta
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Norman
J. Barta
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President
and Chief Executive Officer
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