8-K

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): February 25, 2011 (February 21, 2011)

Universal Biosensors, Inc.

(Exact Name of Issuer as Specified in Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) 000-52607
(Commission File Number) 98-0424072
(I.R.S. Employer Identification
Number)

1 Corporate Avenue, Rowville, 3178, Victoria
Australia
(Address of Principal Executive Offices) Not Applicable
(Zip Code)

+61 3 9213 9000
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c) On February 24, 2011, Universal Biosensors, Inc. (the “Company”) announced that Paul Wright has been appointed as Chief Executive Officer of the Company effective on March 1, 2011 (the “Effective Date”). Additionally, Mr. Wright has been appointed as Chief Executive Officer of the Company’s wholly-owned operating subsidiary, Universal Biosensors Pty Ltd (“UBP”) as of the Effective Date. Andrew Denver will continue to act as Interim Chief Executive Officer of the Company for a transitional period following Mr. Wright’s commencement as Chief Executive Officer on the Effective Date. A copy of the Company’s press release announcing Mr. Wright’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference. As discussed below, Mr. Wright will also join the Company’s Board of Directors effective on the Effective Date.

Mr. Wright, age 46, has experience as Chief Executive Officer with two global technology companies and extensive experience in international management consulting and commercial development with a focus on manufacturing industries. Between 2008 and 2011, Mr. Wright acted as a company director for two Australian private companies (Metallic Waste Solutions Pty Ltd and Comcater Pty Ltd). From 2006, Mr. Wright was Chief Executive Officer of Vision BioSystems, a major subsidiary of Vision Systems Limited, which develops, manufactures and markets diagnostic instruments and consumables worldwide. Following the acquisition of Vision Systems Limited by Danaher Corporation in 2006, Mr. Wright worked for Danaher Corporation to assist with the integration of Vision Systems into the new parent until 2007. From 1999 to 2006, Mr. Wright was Chief Executive Officer of Invetech, a leading international product development consultancy. Prior to this, between 1995 and 1998, Mr. Wright was General Manager Commercial Development for TNT Logistics Asia Pte. Ltd. Between 1987 and 1995, Mr. Wright worked for Bain & Company. Mr. Wright holds a Masters degree in Aeronautical Engineering from the University of Cambridge, a Diploma in Production Methods & Management from the University of Cambridge and has studied Corporate Finance at the London Business School. Mr. Wright is a Fellow of the Australian Institute of Company Directors.

In connection with Mr. Wright’s appointment to serve as the Chief Executive Officer of the Company and UBP, on February 21, 2011, Mr. Wright executed a letter agreement with UBP (the entity that employs all of the employees of the Company and UBP) (the “Wright Employment Agreement”). The following description of the Wright Employment Agreement is qualified in its entirety by reference to the Wright Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Pursuant to the Wright Employment Agreement, Mr. Wright will earn a salary of A$400,000 per year plus superannuation, subject to increases at the discretion of UBP. The superannuation entitlements will be in accordance with applicable Australian legislation and UBP policies. Additionally, Mr. Wright will be awarded a performance related bonus of up to 25% of his annual salary subject to meeting an agreed upon set of key performance indicators, which will be determined by the Remuneration and Nomination Committee annually. Subject to the receipt of shareholder approval, the Company will grant to Mr. Wright 2,300,000 market price employee options to acquire shares of Company common stock pursuant to the terms of the Company’s Employee Option Plan.

The Wright Employment Agreement provides that either party may terminate the employment by giving six months written notice to the other party. UBP may terminate Mr. Wright’s employment for cause without notice.

Mr. Wright is entitled to leave in accordance with applicable law and regulations and UBP’s policies. Additionally, Mr. Wright is entitled to public holidays in Victoria, Australia without loss of pay.

The Wright Employment Agreement provides for standard confidentiality, intellectual property and record retention provisions. During Mr. Wright’s employment and for a period of three months after the termination of his employment, Mr. Wright is prohibited from participating in any business or activity which is the same as, or substantially similar to, the business of UBP or its associates, unless UBP otherwise agrees in writing. Additionally, during Mr. Wright’s employment and for a period of twelve

months after termination of his employment, Mr. Wright is prohibited from soliciting employees and customers of UBP and interfering with the relationship between UBP and its customers, suppliers and employees.

(d) On February 24, 2011, the Company Board of Directors elected Mr. Wright to serve as a director of the Company effective on the Effective Date. Mr. Wright is not expected to serve on any committee of the Board, and he will not receive any compensation for his service as a director. Other than the Wright Employment Agreement and an Indemnification Agreement between Mr. Wright and the Company (in the same form as the Company has entered into with each of its other directors and certain officers), there is no arrangement or understanding between Mr. Wright and any other person pursuant to which he was selected as a director.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number		Description
	10.1	Letter Agreement executed February 21, 2011 between Universal Biosensors Pty Ltd and Paul Wright (filed herewith).
	99.1	Press Release dated February 24, 2011 (filed herewith).

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.

	UNIVERSAL BIOSENSORS, INC.
Date: February 25, 2011	By:	/s/ Salesh Balak
		Name:	Salesh Balak
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Letter Agreement executed February 21, 2011 between Universal Biosensors Pty Ltd and Paul Wright (filed herewith).
	99.1	Press Release dated February 24, 2011 (filed herewith).

EX-10.1

Exhibit 10.1

4 February 2011

Paul Wright
3/1 Chatsworth Avenue
Brighton
VIC 3186

Dear Paul,

Letter of Offer and Terms of Employment Universal Biosensors Pty Ltd ACN 098 234 309 (Company)

On behalf of Company it is my pleasure to offer you employment.

1.1	Your terms and conditions of employment are set out in this letter. Your employment is also covered by applicable laws and employment standards.
1.2	You are being employed as a Chief Executive Officer of the Company, Universal Biosensors Inc. and any of their subsidiaries as may be required by the Company. Your primary duties will involve the formulation of the company’s business plan and the implementation of this plan as approved by the Board of Directors of Universal Biosensors, Inc. You will also be required to carry out such other duties and responsibilities as required from time to time by the Board of Directors of Universal Biosensors, Inc. You will report to the board of directors of Universal Biosensors, Inc.
1.3	In performing this or any other position, you agree to:

(a)	observe all rules, regulations, directions and policies of the Company;
(b)	perform your duties in a diligent and professional manner and to the best of your ability;
(c)	follow such reasonable directions and perform such duties as the Company may give to you;

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(d)

perform your duties in a manner that complies with all applicable laws and regulations; and

(e)

not without the written consent of the Company engage in any activity, whether paid or unpaid, which could, in the Company’s opinion, conflict with your duties or with the business interests of the Company. You must disclose to the Company all your outside activities and interests in businesses and companies prior to acceptance of the position and then prior to becoming engaged in such activities and businesses.

1.4

You have advised that you are currently a non-executive director of Metallic Waste Solutions Pty Ltd (Metsol) and Comcater Pty Ltd. Provided that these roles do not conflict with the performance of your duties or the business interests of the Company, you are permitted to continue as a non-executive director with these companies. This authorisation will be reassessed by the Company on an annual basis after discussion with you.

1.5

Your position description, reporting lines and location of work may change from time to time. In the event of any such change the terms of this agreement will continue to apply to your employment, unless varied, replaced or superseded in writing.

2. Hours of work

This is a full-time position. You will from time to time be required to work reasonable additional hours in order to perform your duties effectively and otherwise as may reasonably be required by the Company. You acknowledge that the remuneration specified in this letter is sufficient to cover payment for all additional hours and that no overtime payments will be payable. Regular business hours for the Company are currently 8:30 am to 5:30 pm Monday to Friday.

3. Commencement date and term

Your employment will commence on 1 March 2011 or such other date as is agreed with the Chairman of the Company and is terminable as set out in this letter.

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4. Location

Your employment will be based at the Company’s office in Melbourne. You will be required to travel as is necessary both internationally and domestically from time to time to carry out your duties.

5. Remuneration

5.1 Your salary is A$400,000 per annum plus superannuation which is currently 9% of base salary.

5.2 The remuneration provided under this agreement has been set specifically having regard to any and all overtime you may undertake and any entitlements that may apply now, or in the future.

5.3 If an award, workplace agreement or similar instrument applies to the employment, then:

(a)	your remuneration is in satisfaction of all minimum award, workplace agreement or similar entitlements including minimum wage, overtime, allowances, penalties, extra rates for working evenings weekends or Public Holidays, payment for temporarily working in a more senior role and annual leave loading;
(b)	if there are any changes to the entitlements in paragraph (a), then your remuneration is applied to and absorbs those changed entitlements; and
(c)	the Company may vary your remuneration to incorporate the value of an entitlement (although will not reduce it).

5.4	Your salary will be paid two weeks in advance and two weeks in arrears in 12 equal calendar monthly instalments on or about the 15th day of the month (or other usual payment date for employees) and deposited into a bank account nominated by you.
5.5	Payment of your superannuation entitlements will be in accordance with applicable legislation and the Company’s policies from time to time.
5.6	During your employment there will be ongoing review of your performance. Your base remuneration will be reviewed annually by the Company. Any increase in your remuneration is at the sole discretion of the Company.

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5.7

You will be awarded a performance related bonus of up to 25% of your annual salary (proportionally reduced in the first year to reflect the amount of time worked) subject to you meeting an agreed set of key performance indicators. The key performance indicators will be determined by the Remuneration and Nomination Committee annually and agreed with you. The achievement of those key performance indicators will be determined by the Remuneration and Nomination Committee annually. You must be a continuing employee of the Company at the time the bonus is considered and paid in order to be eligible.

5.8

Subject to receipt of shareholder approval, the Company will make the following one time grants of options to you:

(a)	1.4 million options over fully paid ordinary shares exercisable at the prevailing market price at the time of Board approval of grant. The options will vest over three years based on continued employment. Any shares issued on exercise of the options will be restricted from sale for 4 years from the date of grant of the options, following which, ongoing Board approval may be required with respect to the sale of shares.
(b)	500,000 options over fully paid ordinary shares exercisable at the prevailing market price at the time of Board approval of grant, which will vest upon the Company entering into a material partnership/ licensing arrangement for at least one major market with respect to one or more of the non- blood glucose products (being the PT/INR test, CRP or D-Dimer test) currently in development. Any shares issued on exercise of the options will be restricted from sale for 4 years from the date of grant of the options, following which, ongoing Board approval may be required with respect to the sale of shares.
(c)	400,000 options over fully paid ordinary shares exercisable at the prevailing market price at the time of Board approval of grant vesting, subject to the achievement of the partnership vesting milestone referred to in 5.8(b) and your continuing employment at the time of achievement of the milestone in this clause 5.8(c), upon CE marking or first regulatory approval in the US of the final test to which the partnership/ licensing arrangement referred to in clause 5.8(b) applies. Any shares issued on exercise of the options will be restricted from sale for 4 years from the date of grant of the options, following which, ongoing Board approval may be required with respect to the sale of shares.

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5.9	You will also be provided with a mobile phone/ PDA and laptop to be used for business purposes in accordance with Company policy.
6.	Leave entitlements
6.1	You are entitled to leave (e.g. annual leave, personal leave, carers leave, compassionate leave, parental leave, community service leave and long service leave) in accordance with applicable law and regulations.
6.2	Annual leave must be taken in accordance with the Company’s policies. Annual leave must ordinarily only be taken at times which do not conflict with the Company’s operational requirements. The Company will endeavour to accommodate your preference for the time at which leave is taken. However, generally no more than two weeks’ leave will be taken at any one time unless by mutual consent. You may be directed to take annual leave during shut down periods.
6.3	You will be entitled to public holidays as proclaimed in Victoria without loss of pay.
7.	Confidentiality

7.1

In the period before you formally commence work as well as during and after your employment, you must keep confidential and not disclose to any person any information which you obtain before the commencement date of your employment relating to the Company or in the course of your employment and which is not available to the public, other than in a manner expressly authorized by the Company. Such information would include: all commercial information about the Company, all commercial information about the business, financial plans, strategy, sales and marketing information, production techniques, technical information, trade secrets, know-how and other processes.

7.2

Before the commencement date of your employment, as well as during and after your employment, you must not use any information which you obtain before the commencement date of your employment relating to the Company or in the course of your employment and which is not available to the public other than in the performance of your duties and for the benefit of the Company or otherwise in a manner expressly authorized by the Company.

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7.3 You must:

(a)	only use the information obtained by you before the commencement date of your employment relating to the Company or in the course of your employment with the Company for the benefit or advantage of the Company and for no other purpose;
(b)	strictly adhere to the Company’s policies in relation to the treatment of confidential information;
(c)	comply with any security measures established by the Company and safeguard the confidential information from unauthorised access or use;
(d)	immediately notify the Company of any suspected or actual unauthorised use, copying or disclosure of the information, of which you become aware;
(e)	upon request by the Company and upon termination, return to the Company all records, documents, computer disks, papers, notes (including copies) and everything else in your possession or control which contains or records information of the Company and not retain any copies of such information in any form; and
(f)	before, during and after your employment, provide assistance reasonably requested by the Company in relation to any proceedings it may take against any person for unauthorised use, copying or disclosure of the information.

7.4	Your obligations of confidentiality do not extend to information that is public knowledge (otherwise than as a result of a breach of confidence by any person) or is required by law to be disclosed.
8.	Intellectual Property
8.1	You must promptly, fully and effectively disclose to the Company or its nominee either in writing, orally or both (as required by the Company) full details of any intellectual property or industrial property generated or conceived by you during your employment (whether or not during business hours and whether or not before or after the execution of a formal employment agreement), relating to or connected with any of the matters which have been, are or may become subject of Company’s business affairs or business and whether or not capable of statutory protection, including without limitation each and

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every invention (whether patentable or not), process, know-how, formula design (whether registrable or not), trademark or service mark and any copyright material, trade secret or other confidential information (Company Intellectual Property).

8.2 In exchange for the benefits conferred on you by your employment, you:

(a)	agree that by virtue of this provision, to the extent permitted by law, all Company Intellectual Property is the property of the Company or its nominee and vests in the Company immediately upon creation;
(b)	consent to all acts or omissions by the Company in relation to your moral rights in all copyright works in such Company Intellectual Property; and
(c)	consent to the infringement of your moral rights in all copyright works in such Company Intellectual Property by the Company, its licensees, assignees and successors in title and any person authorised by the Company at the absolute discretion of the Company and without reference to you.

8.3	You must at the request and expense of the Company without additional compensation from the Company, sign all such documents (including assignment deeds) and do all such things as may be necessary to vest, confirm and perfect and record ownership by the Company or its nominee throughout the world of the right, title and interest to and in the Company Intellectual Property and to enable the Company or its nominee to acquire and preserve such rights and to have the full enjoyment of such intellectual property.
8.4	You must keep complete written records of everything you invent or develop. These records belong to the Company and must be at all times retained in your custody and control at the Company’s premises and must be handed to the Company on demand.
9.	Records
9.1	The Company owns all documents and records (in any form) relating to the business of the Company, whether or not prepared by you. On demand by the Company and in any event at the end of your employment, you must:

(a) deliver to the Company all those documents and records in the your possession or control; and then

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(b) delete all those documents and records held electronically in any medium in your possession or control.

9.2	During and after your employment, you must use and permit to be used those documents and records for the Company’s benefit only.
10.	Restraint
10.1	You must not during your employment and for a period of 3 months following termination of your employment participate, promote, carry on, assist or otherwise be concerned or interested financially or otherwise, in any capacity (including as principal, agent, partner, employee, shareholder, unitholder, director, trustee, beneficiary, financier, consultant or adviser) in any business or activity which is the same as, or substantially similar to the business of the Company or its associates, unless the Company otherwise agrees in writing.
10.2	You must not during your employment and or a period of 12 months after termination of your employment, directly or indirectly, on your own account or on behalf of any person or entity, anywhere in which the Company or its associates carries on business:

(a)	solicit, canvass, induce or encourage any employee or agent of the Company or its associates to leave the employment or agency of the Company or such associates;
(b)	solicit, canvass, approach any customer of the Company or its associates with a view to soliciting the business of that customer; or
(c)	interfere or seek to interfere with the relationship between the Company or its associates (on the one hand) and the customers, suppliers and employees of the Company or its associates (on the other hand).

10.3	You acknowledge the prohibitions and restrictions contained in this clause are reasonable in the circumstances and necessary to protect the Company and its associate’s businesses.
10.4	Each of the obligations imposed on you under this clause is a separate and independent obligation from the other restraint obligations imposed, but they are cumulative in effect. If any separate provision is unenforceable, illegal or void, that provision is severed and the other separate provisions remain in force.

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10.5	You acknowledge and agree that each of the restraints imposed upon you under this clause 10 are fair and reasonable and are no greater than is reasonably necessary to protect the Company.
11.	Termination
11.1	The Company or you may at any time terminate your employment by giving 6 month’s written notice. The Company may choose to make payment in lieu of notice, or require you to work some of the notice period and pay you in lieu of working for the balance of the notice period. You agree this is a reasonable period of notice for termination without cause.
11.2	During the notice period, you may be required to perform duties other than your normal duties or to not attend the workplace for all or part of the notice period.
11.5	The Company may at any time terminate your employment without notice for cause, including if:

(a)	you commit any serious or persistent breach of your employment obligations;
(b)	you fail to comply with any reasonable directions of the Company;
(c)	you are guilty of any serious misconduct or wilful neglect in performing your duties;
(d)	you engage in fraudulent conduct;
(e)	you are guilty of any dishonesty relating to the affairs of the Company;
(f)	you work under the influence of drugs or alcohol;
(g)	you commit a serious or persistent breach of Company policy;
(h)	you are found guilty of an indictable offence; or
(i)	you bring the Company into disrepute.

11.6 Termination of your employment does not affect in any way your obligations under clauses 7 to 10 of this letter.

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11.7 When your employment ends:

(a)	you must return to the Company all of the Company’s property in your possession or control; and
(b)	immediately resign any directorship or officer positions you may have with the Company, Universal Biosensors, Inc. or any of their affiliates.

12.	General
12.1	This offer lapses if you do not sign and return the documentation to me within 3 weeks from the date of this letter.
12.2	The terms of employment set out in this document will continue to apply except to the extent that they are varied, replaced or cancelled by agreement in writing signed by both parties.
12.3	The failure of the Company at any time to insist on performance of any provision of the terms of employment set out in this document is not a waiver of its right at any later time to insist on performance of that or any other provision of this letter.
12.4	This letter sets out the entire understanding and agreement between the parties with respect to the terms and conditions of the employment offered with the Company.
12.5	The interpretation of the agreement constituted by your acceptance of this offer is governed by the laws of Victoria.

I look forward to welcoming you as a member of our team. It would be appreciated if you would accept this offer by signing the enclosed copy of this letter and returning it to me by the date set out in 12.1 above.

Yours faithfully,

/s/ Andrew Denver

Andrew Denver
Chairman

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ACCEPTANCE

I accept this offer on the terms and conditions set out above:

Signed:	/s/ Paul Wright	Dated: 21 February 2011
	Paul Wright

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EX-99.1

Exhibit 99.1

24 February 2011

Mr Paul Wright Appointed as CEO

Universal Biosensors, Inc. (ASX: UBI) announced today that, following a global executive search, Mr Paul Wright had been appointed as Chief Executive Officer, starting from 1 March 2011.

Mr Wright has 10 years’ experience as Chief Executive Officer with two global technology companies and extensive experience in international strategy consulting and commercial development with a focus on manufacturing industries.

Mr Wright was Chief Executive Officer of Vision BioSystems, the major subsidiary of Vision Systems Limited, which develops, manufactures and markets diagnostic instruments and consumables worldwide. Following the sale of Vision Systems Limited and its subsidiaries to Danaher Corporation for over A$800 million at the end of 2006, Mr Wright was retained by Danaher Corporation to assist with the integration of Vision Systems into the new parent. From 1999 to 2006, Mr Wright was Chief Executive Officer of Invetech, a leading international product development consultancy. Prior to this, Mr Wright gained extensive experience in international strategy consulting and commercial development, with a focus on manufacturing industries including roles at TNT Logistics and Bain & Company. Paul holds a Masters degree in Aeronautical Engineering from the University of Cambridge, a Diploma in Production Methods & Management from the University of Cambridge and has studied Corporate Finance at the London Business School. Mr Wright is a Fellow of the Australian Institute of Company Directors.

Speaking of the appointment, Chairman Mr Andrew Denver said, “We are excited that we have been able to secure the services of an experienced operating executive that has successfully led technology businesses in the past. As UBI transitions to a substantial operating business, Paul’s skills will greatly enhance the Company’s ability to achieve its goals.”

In accepting the position, Mr Wright said “I am thrilled to be joining a world class organisation with a proven platform technology. I believe we have the opportunity to develop the Company into one of Australia’s leading healthcare success stories. I look forward to working with the talented team at UBI.”

The key terms of Mr Wright’s employment are set out below.

Term and Termination of Employment: There is no fixed term of employment. Mr Wright’s employment may be terminated by either Mr Wright or the Company with six month’s written notice. The Company may terminate Mr Wright’s employment immediately for cause.

Remuneration:

Fixed Remuneration - Mr Wright’s fixed remuneration is $400,000 per annum plus superannuation. Short Term Incentives - Mr Wright may be awarded a performance related bonus of up to 25% of his annual salary subject to achievement of key performance indicators determined by the Remuneration and Nomination Committee. Long Term Incentives - Subject to shareholder approval, Mr Wright will be granted: 1) 1,400,000 employee options which will vest in equal tranches over three years subject to Mr. Wright’s continued employment with the Company; 2) 500,000 employee options which will only vest upon the Company entering into a material partnership and/or licensing arrangement for at least one major market with respect to one or more of the non-blood glucose products currently in development, subject to continuing employment at that time; and 3) 400,000 employee options which will vest upon CE marking or first regulatory approval in the United States of the test to which the partnership/ licensing arrangement referred to in paragraph (3) relates, subject to continuing employment at that time.

Other terms:

The employment agreement contains usual confidentiality, intellectual property and non-compete provisions.

Ends

Enquiries:
Mr Andrew Denver or Mr Paul Wright: 03 9213 9000

About Universal Biosensors

For additional information in relation to Universal Biosensors, refer to
http://www.universalbiosensors.com/announcements.html.

Universal Biosensors is a specialist medical diagnostics company, founded in 2001, that is focused on the development, manufacture and commercialisation of a range of in vitro diagnostic tests for point-of-care use. These tests capitalise on a technology platform which uses a novel electrochemical cell that can be adapted for multiple analytes and provide for enhanced measurements in whole blood.

Universal Biosensors’ first product, developed in conjunction with LifeScan, Inc., is a next generation test for diabetics to self—monitor blood glucose. The product features market leading accuracy and was launched in The Netherlands, Australia, Italy and France. The relationship with LifeScan, Inc. dates from 2001. In 2009 the two companies entered into an updated Master Services and Supply Agreement under which Universal Biosensors agreed to be a non-exclusive manufacturer of blood glucose sensor strips for LifeScan.

Universal Biosensors is currently developing other point-of-care blood tests from its technology platform, which it intends to partner in due course.