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 31,
2005
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(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
Effective
March 31, 2005, Arbios Systems, Inc. (the “Company”) entered into an employment
agreement with Amy Factor pursuant to which Ms. Factor was appointed as the
interim Chief Executive Officer of the Company. Under the agreement, Ms. Factor
will be the Chief Executive Officer of the Company until a permanent Chief
Executive Officer is hired by the Company. The employment agreement is
terminable by either Ms. Factor or the Company at any time upon 30 day’s prior
written notice. The Company agreed to pay Ms. Factor a base salary at a monthly
rate of $25,000 (which is equivalent to $300,000 on an annualized basis) and to
issue to Ms. Factor five-year non-qualified stock options to purchase an
aggregate of 200,000 shares of the Company’s common stock. The options are
exercisable at $1.65 per share (the closing market price of the Company’s common
stock on March 31, 2005). Options to purchase 80,000 shares vested on March 31,
2005, and the options for the remaining 120,000 shares will vest in monthly
installments of 6,000 shares commencing on April 1, 2005. The vesting of these
options will be accelerated to be immediately and fully (100%) vested when the
Company hires a permanent Chief Executive Officer. If Ms. Factor terminates the
employment agreement for any reason other than a breach by the Company, or if
the Company terminates the agreement “for cause” (as defined in the agreement)
before all of the remaining 120,000 options have vested, all unvested options
will be forfeited. If the Company terminates the employment agreement for any
reason other than cause, the options will thereupon immediately and fully (100%)
vest.
The press
release announcing to the appointment of Amy Factor as the Company’s interim
Chief Executive Officer is furnished as an exhibit to this Current Report
on Form 8-K.
ITEM
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal
Officers.
Effective
March 31, 2005, Thomas C. Seoh was appointed to the Board of Directors of the
Company. Pursuant to the Company’s recently adopted compensation policies, Mr.
Seoh was granted a seven-year non-qualified stock option to purchase an
aggregate of 30,000 shares of the Company’s common stock. The options are
exercisable at $1.65 per share (the closing market price of the Company’s common
stock on March 31, 2005). Options to purchase 15,000 shares vested on March 31,
2005, and the options for the remaining 15,000 shares will vest on March 31,
2006. The press release announcing to the appointment of Mr. Seoh to the
Company’s Board of Directors is furnished as an exhibit to this Current Report
on Form 8-K.
Concurrently
with engaging Ms. Factor as the Company’s interim Chief Executive Officer, on
March 31, 2005 Ms. Factor also was appointed to the Company’s Board of
Directors.
ITEM
9.01 Financial
Statements and Exhibits.
|
Exhibit
No.
|
Description |
|
99.1
|
Press
Release dated April 5, 2005 announcing to the appointment of Amy Factor as
the Company’s interim Chief Executive Officer
|
|
99.2
|
Press
Release dated April 6, 2005 announcing to the appointment of Mr. Seoh to
the Company’s Board of Directors
|
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: April 6, 2005 |
By: |
/s/ AMY FACTOR |
| |
Amy
Factor, Chief Executive Officer |
| |
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description |
|
99.1
|
Press
Release dated April 5, 2005 announcing
to the appointment of Amy Factor as
the Company’s interim Chief Executive Officer
|
|
99.2
|
Press
Release dated April 6, 2005
announcing to the appointment of Mr. Seoh to the
Company’s Board of Directors |