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) December 19, 2005
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Nephros, Inc.
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(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32288
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Delaware 13-3971809
(State or other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
3960 Broadway, New York, New York 10032
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(Address of Principal Executive Offices)
(Zip Code)
(212) 781-5113
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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))
Item 1.01. Entry into a Material Definitive Agreement.
We are the defendant in an action captioned Marty Steinberg, Esq. as
Receiver for Lancer Offshore, Inc. v. Nephros, Inc., Case No. 04-CV-20547, that
was commenced on March 8, 2004, and is pending in the U.S. District Court for
the Southern District of Florida. That action is ancillary to a proceeding
captioned Securities and Exchange Commission v. Michael Lauer, et. al., Case No.
03-CV-80612, which was commenced on July 8, 2003, and is also pending in the
U.S. District Court for the Southern District of Florida, wherein the court has
appointed a Receiver to manage Lancer Offshore, Inc. and various related
entities.
On December 19, 2005 (the "Date of Entry") the United States District
Court for the Southern District of Florida issued an order approving the
Stipulation of Settlement entered into on November 8, 2005 (the "Settlement")
between the Reciever and us. Under the Settlement, we shall pay the Receiver an
aggregate of $900,000 under the following payment terms: $100,000 paid no later
than 30 days after the Date of Entry; and four payments of $200,000 each at six
month intervals thereafter. In addition, any warrants previously issued to
Lancer Offshore, Inc. shall be cancelled, and we shall issue to the Receiver
warrants to purchase 21,308 shares of our common stock, exercisable for a period
of three years at the market price as of the Date of Entry.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01
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: December 23, 2005
NEPHROS, INC.
By: /s/ Marc L. Panoff
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Marc L. Panoff
Chief Financial Officer (Principal
Financial and Accounting Officer)