Unassociated Document
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): July 31, 2008
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-32603
|
91-1955323
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
1050
Winter Street, Suite 1000
Waltham,
Massachusetts
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02451
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(781)
839-7292
(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)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On
August
5, 2008, Arbios Systems, Inc. (the “Company”) announced that it was suspending
its operations to focus its efforts on obtaining financing or consummating
a
strategic transaction. See, Item 8.01 below. In connection with the suspension
of its operations, the Company on July 31, 2008 terminated the employment of
Shawn Cain, President and Chief Executive Officer, Scott Hayashi, Chief
Financial Officer, Jacek Rozga, MD, Ph.D., Chief Scientific Officer, and Susan
Papalia, Vice President of Clinical Affairs. Upon the termination of their
employments, each of the foregoing officers executed the Company’s standard
severance/termination agreement, and each of these officers received a severance
payment in the following amount: Shawn Cain ($46,250, representing three month’s
salary), Scott Hayashi ($20,833, representing two month’s salary), Jacek Rozga
($33,333, representing two month’s salary), and Susan Papalia ($28,333,
representing two month’s salary).
Pursuant
to a Consulting Agreement, dated August 1, 2008, Mr. Cain has agreed to continue
to provide services to the Company as a part-time consultant for a period of
30
days at a rate of $5,000 per month. The Consulting agreement is renewable for
consecutive 30-day periods upon joint agreement. Under the terms of the
consulting agreement, Mr. Cain will act as the interim principal executive
officer of the company.
Pursuant
to a Consulting Agreement, dated August 1, 2008, Mr. Hayashi has agreed to
continue to provide services to the Company as a part-time consultant for a
period of 30 days at a rate of $5,000 per month. The Consulting agreement is
renewable for consecutive 30-day periods upon joint agreement. Mr. Hayashi
will
act as the Company’s interim Chief Financial Officer.
ITEM
8.01 OTHER EVENTS
On
August
5, 2008, the Company issued a press release in which it announced that it would
be focusing its day to day operations exclusively on obtaining financing or
consummating a strategic transaction and, in connection therewith, that the
Company’s employees were released from employment in order to preserve the
Company’s remaining cash resources. A copy of the press release is attached to
this Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
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Exhibit
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10.1
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Consulting
Agreement, dated August 1, 2008, between the Company and Shawn P.
Cain.
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10.2
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|
Consulting
Agreement, dated August 1, 2008, between the Company and Scott
Hayashi.
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99.1
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Press
Release dated August 5, 2008
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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.
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ARBIOS
SYSTEMS, INC.
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|
|
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Date:
August 6, 2008
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By:
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/s/ SHAWN
P. CAIN
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|
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Shawn
P. Cain, Interim President
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EXHIBIT
INDEX
Exhibit No.
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Exhibit
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10.1
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|
Consulting
Agreement, dated August 1, 2008, between the Company and Shawn P.
Cain.
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10.2
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Consulting
Agreement, dated August 1, 2008, between the Company and Scott
Hayashi.
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99.1
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Press
Release dated August 5, 2008
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