Form 8K Current Report
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) April
2, 2007
Nephros,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number: 001-32288
|
Delaware
|
|
13-3971809
|
|
(State
or other Jurisdiction of
Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
3960
Broadway, New York, New York 10032
(Address
of Principal Executive Offices)
(Zip
Code)
(212)
781-5113
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
On
April
2, 2007, the Board of Directors of Nephros, Inc. (the “Company”) voted to amend
the Company’s Code of Ethics and Business Conduct (the “Code”). Pursuant to the
amendment, the Company’s employees, executive officers and non-management
directors must provide the Company’s Compliance Officer with a reasonably
detailed written notice prior to commencing services as a
director, general partner, manager, officer or similar position with any
privately held or public business entity or as an appointee to any kind of
governmental or quasi-governmental agency or body, but are no longer required
to
obtain the Compliance Officer’s approval of any such position. This provision is
intended to permit the Company to review any such proposed outside management
service and the Company’s business relationship, if any, with the other entity,
to assure that no conflict will exist. The amendment also effected certain
technical, administrative and/or non-substantive changes to the
Code.
The
Code,
as amended, is effective as of April 2, 2007. The foregoing summary of the
amendment to the Code does not purport to be complete and is qualified in its
entirety by reference to the full text of the revised Code furnished as
Exhibit 14.1 hereto and incorporated by reference herein. The
Code
also is available on the Company's website at www.nephros.com.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
14.1 Code
of
Ethics and Business Conduct, effective as of April 2, 2007.
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:
April 6, 2007
NEPHROS,
INC.
By:
/s/
Norman J.
Barta
Norman
J.
Barta
Chief Executive Officer
(Principal
Executive Officer)