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): February 2,
2009
MEDASORB
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-51038
|
|
98-0373793
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification
Number)
|
7
Deer Park Drive, Suite K
Monmouth
Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
(732)
329-8885
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
240.13c-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement.
Employment
Agreements with Mr. David Lamadrid and Vince Capponi
On
February 2, 2009, we entered into employment agreements (the “Agreements”) with
David Lamadrid and with Vince Capponi (collectively, the “Employees,” and
individually, the “Employee”). Such
Agreements were entered into on February 2, 2009 but were retroactively
effective as of January 1, 2009.
Pursuant
to Mr. Capponi’s Agreement, we renewed his appointment as our Chief Operating
Officer (the “COO”) to perform the
services and duties that are normally and customarily associated with the COO
position as well as other associated duties as our Chief Executive Officer
reasonably determines. Mr. Capponi’s employment has a term of one (1) year with
an initial base compensation of $205,303 payable in equal semi-monthly
installments in accordance with our usual practice.
Pursuant
to Mr. Lamadrid’s Agreement, we renewed his appointment as our Chief Financial
Officer (the “CFO”) to perform the
services and duties that are normally and customarily associated with the CFO
position as well as other associated duties as our Chief Executive Officer
reasonably determines. Mr. Lamadrid’s employment has a term of one
(1) year with an initial base compensation of $175,000 payable in equal
semi-monthly installments in accordance with our usual practice.
Both
Agreements provide a condition for early termination whereby the Employee may be
terminated within 15 calendar days of notice for “justifiable cause”. In
addition, we have the right to suspend the Employee from his position and duties
without compensations if they engage in certain unacceptable actions until
either the action is dropped or a final adjudication of the Employee’s actions
is made by a court of competent jurisdiction. Finally, we have the right to
terminate the Employee’s employment in the event of such Employee’s permanent
disability, with the disability benefits being activated 90 days after such
termination.
Under the
terms of the Agreements, each Employee is prohibited from disclosing any of our
confidential information, directly or indirectly, or using such information
either during the term of his employment or at any time thereafter, except as
required in the course of his employment with us. In addition, the
Employee is prohibited for a period of one (1) year from his respective
separation date with us from engaging in any business in competition with us in
the United States.
Complete
copies of the Agreements with Mr. Lamadrid and Mr. Capponi are attached to this
current report as Exhibits 10.1 and Exhibit 10.2, respectively.
Item
9.01 Financial Statement and Exhibits.
(a)
|
Financial
Statements of Business Acquired.
|
|
Not
applicable.
|
|
|
(b)
|
Pro
Forma Financial Information.
|
|
Not
applicable.
|
|
|
(c)
|
Exhibits.
|
10.1
|
Employment
Agreement with David Lamadrid Effective February 2,
2009.
|
10.2 |
Employment
Agreement with Vince Capponi Effective February 2,
2009. |
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.
|
Medasorb
Technologies Corporation
|
|
|
|
|
|
|
|
|
By:
|
/s/ David
Lamadrid
|
|
|
|
Name:
David Lamadrid
|
|
|
|
Title:
Chief Financial Officer
|
|
Dated:
February 4, 2009