-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WUi7qLp+ZPIVG9AvoTjTcnsGosld3v+z/5LaeOGQtFsNDlxTSih53XZ22jYH2y5m 07RWb9r0MeT9kFhqX5Pz3w== 0000922423-05-000714.txt : 20050426 0000922423-05-000714.hdr.sgml : 20050426 20050426170934 ACCESSION NUMBER: 0000922423-05-000714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050426 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050426 DATE AS OF CHANGE: 20050426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEPHROS INC CENTRAL INDEX KEY: 0001196298 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 133971809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32288 FILM NUMBER: 05773858 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 2127815113 8-K 1 kl00464_8k.txt FORM 8-K CURRENT REPORT 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 26, 2005 (April 26, 2005) ------------------------------ Nephros, Inc. ------------- (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32288 --------- Delaware 13-3971809 -------- ---------- (State or other Jurisdiction (I.R.S. Employer of Identification No.) Incorporation) 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 8.01. Other Events. On April 26, 2005, the Company issued a press release announcing the appointment of Bernard Salick, M.D. as a new director to the Board. The full text of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K . Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release issued by Nephros, Inc. on April 26, 2005 announcing the appointment of Bernard Salick, M.D. to the 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. Date: April 26, 2005 NEPHROS, INC. By: /s/ Marc L. Panoff ---------------------------- Marc L. Panoff Chief Financial Officer (Principal Financial and Accounting Officer) EX-99 2 kl00464_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED][GRAPHIC OMITTED] For Immediate Release Contact: Marc Pannoff Todd Fromer or Garth Russell Chief Financial Officer KCSA Worldwide Nephros, Inc. 212-896-1215 / 212-896-1250 Tel: 212-781-5113 tfromer@kcsa.com / grussell@kcsa.com ---------------- ----------------- Nephros Inc. Appoints Bernard Salick, M.D. To Board of Directors - - - New York, April 26, 2005 - Nephros, Inc. (AMEX: NEP) announced today that Bernard Salick, M.D., a nephrologist and healthcare entrepreneur, has joined the Company's board of directors, increasing the number of board members to eight. As the founder, former Chairman and CEO of Salick Health Care, Inc., Dr. Salick developed long-term care concepts and solutions for patients with chronic and catastrophic illness, including cancer and end-stage renal disease ("ESRD"). In 1997, Salick Health Care, Inc. was sold to Zeneca PLC (now Astra-Zeneca) for approximately $500 million. Currently Dr. Salick, as the Chairman and CEO of Salick Cardiovascular Centers, LLC, is developing comprehensive cardiac centers to provide a broad range of innovative services for the diagnosis and treatment of cardiovascular disease including full diagnostic and treatment services (including those for cerebrovascular, coronary artery, coronary heart and peripheral vascular disease) on an outpatient basis. Dr. Salick received his M.D. from the University of Southern California. He completed his residency and training in nephrology as a NIH postdoctoral fellow at Cedars-Sinai Medical Center and the University of California, Los Angeles. "Dr. Salick is a great addition to our Board of Directors. He brings to Nephros a wealth of knowledge as both a practicing physician and entrepreneur," stated Norman Barta, CEO of Nephros. "Throughout his career he has shown an extraordinary commitment to delivering advanced therapies in innovative and cost-effective ways to patients with critical illnesses, including ESRD. We share in his approach and look forward to his valuable contributions as we continue to grow our family of patients worldwide." Bernard Salick, M.D. commented, "I am pleased to join Nephros' Board of Directors, and assist the Company in advancing cost effective state-of-the-art treatment for patients suffering from ESRD. I look forward to offering my expertise in supporting the Company's growth in the worldwide ESRD marketplace." About Nephros Inc. Nephros, Inc., headquartered in New York, is a medical device company developing and marketing products designed to improve the quality of life for the End Stage Renal Disease (ESRD) patient, while addressing the critical financial and clinical needs of the care provider. ESRD is a disease state characterized by the irreversible loss of kidney function. Nephros believes that its products are designed to remove a range of harmful substances more effectively, and more cost-effectively, than existing treatment methods; particularly with respect to substances known collectively as "middle molecules," due to their molecular weight, that have been found to contribute to such conditions as dialysis related amyloidosis, carpal tunnel syndrome, degenerative bone disease and ultimately, to mortality in the ESRD patient. Forward Looking Statements This news release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding the efficacy and intended utilization of Nephros's technologies under development, are not guarantees of future performance, are based on certain assumptions and are subject to risks and uncertainties, many of which are beyond the control of Nephros. Actual results may differ materially from the expectations contained in the forward-looking statements. Factors that may cause such differences include the risk that potential products that appeared promising in early research or clinical trials to Nephros do not demonstrate efficacy or safety in subsequent pre-clinical or clinical trials, and the risk that Nephros will not obtain appropriate or necessary governmental approvals to market products. More detailed information about Nephros and the risk factors discussed above is set forth in Nephros' filings with the Securities and Exchange Commission, including Nephros's Annual Report on Form 10-KSB filed with the SEC on March 31, 2005. Investors and security holders are urged to read such document free of charge at the Commission's web site at www.sec.gov. Nephros does not undertake an obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----