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): August 29, 2005
HUMAN BIOSYSTEMS
(Exact name of registrant as specified in its charter)
000-28413
(Commission File Number)
California 77-0481056
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1127 Harker Avenue, Palo Alto, CA 94301
(Address of Principal Executive Offices Including Zip Code)
Registrant's telephone number, including area code: (650) 323-0943
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 August 29, 2005, Human BioSystems (the "Company") entered into an Executive
Consulting Agreement (the "Agreement") with Dr. David Winter. Pursuant to the
agreement, Dr. Winter will serve as President of the Company. In that capacity,
he will oversee the Company's platelet and organ development programs and
supervise negotiations with the Company's alliance partners.
In consideration of these services, Dr. Winter will receive a monthly retainer
of $3,000. He will also receive options to purchase 96,000 shares of the
Company's common stock, at an exercise price of $0.73 per share (the closing
price of the Company's common stock, as traded on the Over-the-Counter Bulletin
Board on August 29, 2005). The options will vest over a 12-month period, at the
rate of 8,000 shares per month. The options will be issued pursuant to the
Company's nonqualified stock option plan, and Dr. Winter will execute the
Company's standard stock option agreement.
During the term of the Agreement, Dr. Winter will also be eligible to receive a
performance bonus in the maximum amount of 100,000 shares of the Company's
common stock, upon reaching the following performance targets established by the
Company's Board of Directors:
(a) 30,000 shares upon the Company's signing a letter of intent with a potential
alliance partner or institutional investor within 12 months from the date of
the Agreement;
(b) 40,000 shares upon the Company's signing a final binding agreement with an
alliance partner or institutional investor within 18 months from the date of
the Agreement; and
(c) 30,000 shares upon the Company's completion of the human infusion studies in
process at the commencement of the Agreement, to be completed within 12
months from the date of the agreement.
Either party may terminate the Agreement prior to the end of the term with 30
days prior written notice.
A copy of the Agreement is included as Exhibit 10.1 to this Form 8-K. A press
release announcing Dr. Winter's appointment is included as Exhibit 99.1.
Item 5.01 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 29, 2005, the Company's Board of Directors appointed Dr. David Winter
as its President. Dr. Winter succeeds Harry Masuda as President of the Company.
Mr. Masuda will continue as the Company's Chief Executive Officer. Dr. Winter
has been serving on Human BioSystems' Advisory Board.
Dr. Winter has over 20 years' experience in the pharmaceutical industry. Since
January 2004 he has served as CEO of TriMed Research, Inc., a joint venture of
the University of Nebraska Medical Center, UNeMED Corporation and Tridelta
Development, Ltd. formed to research and commercially develop therapeutic
products related to TriMed's proprietary mammary gland protein. Since January
2002 he has served as Medical Director of CTI, a contract research organization.
From February 2001 to December 2003, he was President of Winter Consulting. He
served as President and Chief Operating Officer of SangStat Medical Corporation,
a pharmaceutical company making drugs used in transplantation, from March 1995
to June 1998, and as President and Chief Executive Officer of Human Organ
Sciences, Inc., a subsidiary of SangStat, from July 1998 to 2001.
Dr. Winter is an experienced physician with a strong background in managing the
clinical development and approval process. He served as President of the Sandoz
Research Institute and as Vice President of Clinical Research and Development
for Sandoz Pharmaceuticals. He led the development, registration and approval
of cyclosporine as well as six other major compounds.
Prior to his industrial experience, Dr. Winter was the NASA Director of Life
Sciences. In this position, he directed all the medical, biological and
biomedical-engineering activities for the US space program. He received his
M.D. from Washington University School of Medicine in St. Louis, Missouri.
The terms of Dr. Winter's engagement as President are set forth in Item 1.01
above.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits: The following exhibits are included as part of this report
Exhibit No. Description
- ---------- ------------
10.1 Executive Consulting Agreement, dated August 29, 2005
99.1 Press Release dated August 30, 2005
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 2, 2005
HUMAN BIOSYSTEMS
By:/s/ Harry Masuda
----------------
Harry Masuda
President and CEO