UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December
31, 2007
MEDASORB
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-51038
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98-0373793
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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7
Deer
Park Drive, Suite K, Monmouth Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
Registrant’s
telephone number, including area code: (732)
329-8885
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):
o |
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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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13c-4(c))
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Effective
December 31, 2007, we entered into a new Employment Agreement with Al Kraus,
our
President and Chief Executive Officer. The new Employment Agreement is
substantially similar to the previous Employment Agreement that we had entered
into with Mr. Kraus, which it replaces, and has the following principal
terms.
The
Employment Agreement provides for a one-year term of employment as our President
and Chief Executive Officer. Under the terms of the Employment Agreement, Mr.
Kraus will continue to receive his current base salary of $216,351 per annum.
The Employment Agreement also provides that Mr. Kraus will be issued options
on
a quarterly basis, if necessary, so as to maintain a 5% beneficial ownership
interest in our outstanding Common Stock on a fully diluted basis. Mr. Kraus
will have this right until such time as an aggregate of $4 million of financing
has been received by us following December 31, 2007. Options granted pursuant
to
the Employment Agreement would have an exercise price equal to the market price
of our shares of Common Stock on the applicable grant date.
In
the
event that Mr. Kraus’s employment is terminated as a result of his death, his
heirs will be entitled to 120-days of salary. In the event Mr. Kraus is
terminated for “justifiable cause” we will pay him his accrued and unpaid base
salary through the date of termination. If Mr. Kraus’s employment is terminated
without cause or in the event of a Change of Control, he will be entitled to
one-year’s base salary payable monthly over a period of one year.
Mr.
Kraus
is prohibited under the Employment Agreement from disclosing any of our
confidential information (as defined in the agreement) during the term of his
employment and any time thereafter and, following the termination of the
agreement with us, from competing with us and directly or indirectly soliciting
any of our customers or suppliers for a period of one year, and from soliciting
our employees for a period of three years.
The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the actual text of the Employment
Agreement attached hereto as Exhibit 10.1.
Item
9.01. |
Financial
Statements and Exhibits.
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Exhibit
10.1 |
Employment
Agreement dated as of December 31, 2007, between Al Kraus and MedaSorb
Technologies Corporation.
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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 hereunto
duly authorized.
Date:
January 3, 2008
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MEDASORB
TECHNOLOGIES CORPORATION
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By:
/s/ David
Lamadrid
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David
Lamadrid,
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Chief
Financial Officer
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EXHIBIT
INDEX
No.
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Description
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Exhibit
10.1
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Employment
Agreement dated as of December 31, 2007, between Al Kraus and MedaSorb
Technologies Corporation.
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