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
October 2, 2006
Date of Report (Date of earliest event reported)
HEPALIFE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
000-29819
(Commission File Number)
58-2349413
(I.R.S. Employer Identification No.)
1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, V6J 1G1
(Address of principal executive offices)
(800) 518-4879
(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:
[ ] 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))
SECTION 1. Registrant's Business and Operations
Item 1.01 – Entry into a Material Definitive Agreement
On October 2, 2006, the Company appointed Mr. Frank Menzler to the positions of President and Chief Executive Officer, effective immediately. The Company established and Mr. Menzler agreed to a compensation package consisting of a salary, stock options, moving allowance, and health benefits, as agreed to in a General Offer of Employment Agreement dated June 1, 2006, and amended on August 1, 2006.
Pursuant to this agreement, Mr. Menzler: (i) agreed to serve as President and Chief Executive Officer, (ii) will receive an annualized base salary of $225,000, (iii) has been granted options to purchase up to 2,250,000 shares of the Company’s common stock at an exercise price of $0.73. The options vest as follows: (a) 1,750,000 options shall vest if and when HepaLife or a wholly owned subsidiary, or any one current or future medical technology, approved by the Board of Directors is acquired, in whole or in part, or when either HepaLife or a subsidiary, enters into a strategic collaborative agreement for any one current or future medical technology, approved by the Board of Directors, provided that the Company’s Board of Directors has approved, by written resolution, any such acquisition, sale or agreement; (b) 250,000 stock options shall vest upon the filing of human safety trials for HepaLife’s artificial liver device (or such other Board approved medical technology) in Europe or the equivalent filing in the US; and (c) 250,000 stock options shall vest upon the successful completion of human safety trials for HepaLife’s artificial liver device (or such other Board approved medical technology) in Europe or the equivalent safety trial approval in the US (completion of phase 1).
The employment agreement dated August 1, 2006 is attached as Exhibit 10.1 and the stock option agreement is attached as Exhibit 10.2.
On October 2, 2006, the Company issued 17,650 common shares of Phoenix Biosystems, Inc., a wholly owned subsidiary of the Company, to Dr. Paul Coussens at par value.
SECTION 2. Financial Information
None.
SECTION 3. Securities and Trading Markets
None.
SECTION 4. Matters Related to Accountants and Financial Statements
None.
SECTION 5. Corporate Governance and Management
Item. 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 3, 2006, the Company announced the appointment of Mr. Frank Menzler as Director, President and Chief Executive Officer, effective October 1, 2006. A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company entered into an employment agreement with Mr. Menzler, reflecting Mr. Menzler’s employment by the Company as its President and Chief Executive Officer. The description of the material terms of Mr. Menzler’s employment with the Company is described under Item 1.01 above and is incorporated by reference in response to this Item 5.02.
Prior to becoming the Company’s President and CEO, Mr. Menzler joined Abiomed in 2004 as General Manager, Europe, and then in 2006 was named Director, International Distributors, and was responsible sales, training and operations.
Prior to joining Abiomed, in 2002, Mr. Menzler served as Marketing Manager for Europe, Middle East, Africa and Canada (EMEAC) at Guidant Corporation's, Cardiac Surgery Business Unit in Brussels, Belgium.
Prior to joining Guidant, Mr. Menzler co-founded Impella Cardiotechnik AG (Germany) in 1998, helping to raise more than $30 million in grants and venture capital for the nation's first-ever academically-sponsored research effort to receive private venture capital funding. Impella, a medtech start up venture, successfully designed, developed, and ultimately commercialized minimally-invasive cardiac assist systems for use in cardiology and cardiac surgery.
The Company also has accepted the resignation of Mr. Harmel S. Rayat from the position of President and Chief Executive Officer of the Company, commencing as of October 1, 2006. Mr. Rayat will retain the positions of and serve the Company as, its Director, Chief Financial Officer and Principal Accounting Officer.
SECTION 6. [Reserved]
N/A.
SECTION 7. Regulation FD
Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is
cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.
Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.
On October 3, 2006, HepaLife Technologies, Inc. issued a news release to announce the appointment of Mr. Frank Menzler as its President, Chief Executive Officer, and a Director of the Company. This news release, dated October 3, 2006, is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
SECTION 8. Other Events
None.
SECTION 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished as part of this report:
Exhibit 10.1 – Employment Agreement, dated as of August 1, 2006, by and between Mr. Frank Menzler
and HepaLife Technologies, Inc.
Exhibit 10.2 – Stock Option Agreement of Mr. Frank Menzler
Exhibit 99.1 – Press Release dated October 3, 2006.
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.
HEPALIFE TECHNOLOGIES, INC.
/s/ Harmel S. Rayat
Harmel S. Rayat
Director
Date: October 6, 2006