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): October 17,
2005
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-32603
(Commission
File Number)
|
91-1955323
(I.R.S.
Employer Identification No.)
|
| |
|
|
8797
Beverly Blvd., Suite 304
Los
Angeles, California
(Address
of Principal Executive Offices)
|
90048
(Zip
Code)
|
(310)
657-4898
(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 240.13e-4(c))
ITEM
1.01 Entry
into a Material Definitive Agreement
On
October 17, 2005 Arbios Systems, Inc. (the “Corporation”) signed an agreement
with Walter C. Ogier pursuant to which Mr. Ogier will become the Corporation’s
new President and Chief Executive Officer effective November 7, 2005. The
Corporation has also agreed to appoint Mr. Ogier as a member of the
Corporation’s Board of Directors. Under the terms of the employment letter, Mr.
Ogier’s annual salary will be $300,000. Mr. Ogier will be eligible to earn an
annual performance bonus of up to 50% of his annual salary based on meeting
certain performance goals mutually established by him and the Board of
Directors. The Corporation agreed to pay Mr. Ogier a bonus of $50,000 on
January
31, 2006, which amount will be credited against the annual bonus that may
be
payable to Mr. Ogier at the end of his first year of employment. The agreement
is terminable by either Mr. Ogier or the Corporation at any time for any
reason.
However, if the Corporation terminates Mr. Ogier’s employment without Cause (as
defined in the agreement), or if Mr. Ogier elects to terminate his employment
for Good Reason (as defined in the agreement), Mr. Ogier will be entitled
to
twelve months of salary continuance, including health benefits.
In
connection with his employment, the Corporation agreed to issue to Mr. Ogier
a
stock option to purchase 500,000 shares of the Corporation’s Common Stock at an
exercise price equal to the closing price of the Corporation’s Common Stock on
the day prior the date he commences employment. This option will vest as
follows: 250,000 shares on the one year anniversary of the date Mr. Ogier’s
employment commences, and 250,000 shares will vest ratably at the end of
each of
the twelve months of the second year of employment. The vesting period of
the
foregoing options will accelerate under certain circumstances, including
upon
the occurrence of certain corporate transactions, including a merger of the
Corporation or a sale of all or substantially all of its asset, or if Mr.
Ogier
terminates his employment with the Corporation for Good Reason.
Since
2001, Mr. Ogier has been the President and Chief Executive Officer of GENETIX
Pharmaceuticals, Inc., a private genomics and gene therapy company. From
1997 to
2001, Mr. Ogier was President and Chief Executive Officer of Eligix, Inc.,
a
Harvard University-affiliated, venture backed company, engaged in monoclonal
antibody-based therapies for stem cell transplantation and immune therapy.
From
1994
to 1997, Mr. Ogier was with Aastrom Biosciences, Inc., a publicly traded
company
developing patient-specific products utilizing proprietary adult stem cell
technology. While at Aastrom, Mr. Ogier first served as Director of Marketing
before being promoted to Vice President of Marketing. Prior to that, from
1987
to 1994, Mr. Ogier held various positions with Baxter Healthcare Corporation
and
its Fenwal Division, and subsequently served as Director, Business Development
in the Immunotherapy Division. Mr. Ogier earned a Bachelor of Arts degree
in
Chemistry from Williams College in 1979, and received his Masters in Business
Administration from Yale School of Management in 1987.
Amy
Factor’s employment as the Corporation’s current Chief Executive Officer will
terminate effective November 7, 2005. Ms. Factor will, however, continue
to be a
member of the Corporation’s Board of Directors.
On
October 17, 2005, the Corporation entered into a Consulting Agreement with
Marvin S. Hausman, M.D. Dr. Hausman is a member of the Corporation’s Board of
Directors. Under the Consulting Agreement, Dr. Hausman has agreed to provide
the
Corporation with consulting services in support of the Corporation’s pilot
clinical trial for the SEPET™. The Consulting Agreement can be terminated at any
time after 15 days’ notice by either the Corporation or by Dr. Hausman. The
Corporation has agreed to pay Dr. Hausman $10,000 a month for his consulting
services and has to granted Dr. Hausman a five-year non-qualified stock option
to purchase 30,000 shares of the Corporation’s common stock under the
Corporation’s 2005 Stock Incentive Plan. The exercise price of the foregoing
options is $1.80 per share. The stock options shall vest at various rates
based
on achieving certain patient accrual milestones and on the duration of Dr.
Hausman’s consulting services.
ITEM
9.01 Financial
Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release dated October 20, 2005 announcing the appointment
of Walter
C. Ogier as the Corporation’s Chief Executive Officer.
|
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.
| |
|
|
| |
ARBIOS
SYSTEMS, INC. |
|
|
|
| Date: October
20, 2005 |
By: |
/s/ Amy
Factor |
| |
Amy
Factor, Chief Executive Officer |