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): July 28, 2005
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-32603
(Commission
File Number)
|
91-1955323
(I.R.S.
Employer Identification No.)
|
| |
|
|
8797
Beverly Blvd., Suite 206
Los
Angeles, California
(Address
of Principal Executive Offices)
|
90048
(Zip
Code)
|
(310)
657-4898
(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):
¨
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
Jacek
Rozga, M.D., Ph.D. has been a director and the President and Chief Scientific
Officer of Arbios Systems, Inc. (the “Company”) since its acquisition of Arbios
Technologies, Inc. in October 2003. Dr. Rozga is a co-founder of Arbios
Technologies, Inc. and has been a director and the President of that company
since that company’s formation. Until June 30, 2005, Dr. Rozga provided his
services as the President and Chief Scientific Officer of the Company and
Arbios
Technologies, Inc. under that certain Employee Loan-Out Agreement, dated
July 1,
2001, as amended, between Arbios Technologies, Inc. and Cedars-Sinai Medical
Center. Although the Employee Loan-Out Agreement expired on June 30, 2005,
Dr.
Rozga has continued to serve as the Company’s President and Chief Scientific
Officer.
On
July
28, 2005, the Company and Dr. Rozga entered into an employment offer letter
confirming the terms of Dr. Rozga’s continued employment with the Company as its
President and Chief Scientific Officer. Under the terms of the employment
offer
letter, Dr. Rozga’s annual salary shall continue to be $200,000. Dr. Rozga will
be eligible to earn an annual bonus (to be determined and paid during the
first
quarter of each calendar year) of up to 20% of his annual salary. The agreement
is terminable by either Dr. Rozga or the Company at any time for any reason.
As
a sign-on bonus, the Company granted Dr. Rozga a stock option to purchase
12,000
shares of the Company’s common stock. The options vest ratably over a period of
12-months from the date of grant, have an exercise price of $2.22 per share
(110% of the closing price of the Company common stock on the date before
the
date of grant), and have a five-year term.
Item
8.01 Other
Events.
On
July
25, 2005, Arbios Systems, Inc., a Nevada corporation, completed its
reincorporation as a Delaware corporation by merging with and into Arbios
Systems, Inc., a Delaware corporation. As a result, the Company now is a
Delaware corporation. The foregoing merger was approved by the Company’s
stockholders at the annual meeting of stockholders held on July 7, 2005.
In
order to consolidate the functions and operations of the Company and its
wholly-owned subsidiary, on July 26, 2005, Arbios Technologies, Inc. merged
into
the Company. As a result, the Company now owns all of the assets of Arbios
Technologies, Inc. and all of the operations of the two companies have been
consolidated into the Company.
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.
| |
|
|
| |
ARBIOS
SYSTEMS, INC. |
|
|
|
| Date: July
29, 2005 |
By: |
/s/ Amy
Factor |
| |
Amy
Factor, Chief Executive Officer
|