SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 20, 2004
PHASE III MEDICAL, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
_____________________________________________
(State or other jurisdiction of incorporation)
0-10909 22-2343568
______________________ _________________
Commission File Number IRS Employer
Identification No.
330 SOUTH SERVICE ROAD, SUITE 120, Melville, New YorK 11747
(Address of principal executive offices) (Zip Code)
631-574-4955
_____________________________
Registrant's Telephone Number
___________________________________________
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Phase III Medical, Inc. (the "Company") issued the press release annexed
hereto announcing the appointment of Dr. Joseph Zuckerman as a member of the
Board of Directors.
To secure Dr. Zuckerman's service as a director, the Company, pursuant to
its 2003 Equity Participation Plan, granted Dr. Zuckerman the right and option,
exercisable for 10 years, to purchase up to 300,000 shares of the Company's
common stock at an exercise price of $0.15 per share. In addition, in the event
that the closing price of the Company's common stock equals or exceeds $1.00 per
share for any five (5) consecutive trading days during his term as a director,
the Company has agreed to grant to Dr. Zuckerman an option for the purchase of
an additional 100,000 shares of the Company's common stock for an exercise price
of $1.00 per share. Dr. Zuckerman has agreed that he will not resell publicly
any shares of the Company's common stock obtained upon exercise of either of
these options prior to the first anniversary of the date of his election to the
board.
* * * * *
This Report contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements represent management's judgment regarding future
events. Although management believes that the expectations reflected in such
statements are reasonable, they give no assurance that such expectations will
prove to be correct and you should be aware that actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors. These factors include the risk that the Company will be
unable to raise capital, to enter successfully or exploit opportunities in the
biotech or medical business, to have appropriate personnel, or the risks
inherent in any new business venture or those detailed in the Company's other
reports filed with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise the information contained in this
Report whether as a result of new information, future events or circumstances or
otherwise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release
SIGNATURE
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.
PHASE III MEDICAL, INC.
By: /s/ Mark Weinreb
__________________
Mark Weinreb
President
Dated: January 27, 2004
Exhibit 99.1
Phase III Medical Appoints Dr. Joseph Zuckerman, Chairman of
NYU Department of Orthopaedic Surgery, to Its Board of Directors
MELVILLE, N.Y.--(BUSINESS WIRE)--Jan. 27, 2004--Phase III Medical,
Inc. (OTCBB: PHSM) today announced that Joseph Zuckerman, M.D., has
been appointed to the Company's Board of Directors. Since 1997, Dr.
Zuckerman, age 52, has been Chairman of the NYU-Hospital for Joint
Diseases Department of Orthopaedic Surgery and the Walter A. L.
Thompson Professor of Orthopaedic Surgery at the New York University
School of Medicine.
Dr. Zuckerman is responsible for one of the largest departments of
orthopaedic surgery in the country, providing orthopaedic care at five
different hospitals including Tisch Hospital, the Hospital for Joint
Diseases, Bellevue Hospital Center, the Manhattan Veteran's
Administration Medical Center and Jamaica Hospital. He is also the
Director of the Orthopaedic Surgery Residency Program, which trains
over sixty residents in a five year program.
Dr. Zuckerman holds leadership positions in national organizations
and is President of the American Shoulder and Elbow Surgeons and Chair
of the Council on Education for the American Academy of Orthopaedic
Surgeons. He recently developed and successfully implemented a
sponsorship program between the hospital and the New York Mets. His
clinical practice is focused on shoulder surgery and hip and knee
replacement and is the author or editor of ten textbooks, sixty
chapters and over two hundred articles in the orthopaedic and
scientific literature.
Phase III Medical is a company involved in the pharmaceutical,
biotechnology and life science industry. The Company provides capital
and guidance to companies, within the medical sector, to acquire
revenues, royalties and other contractual rights known as "royalty
interests," that entitle it to receive a portion of revenue from the
sale of pharmaceuticals, medical devices and biotechnology products.
This Release contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, such as the Company's ability to enter the medical sector
or acquire any companies or technologies. Forward-looking statements
represent management's judgment regarding future events. Although
management believes that the expectations reflected in such statements
are reasonable, it gives no assurance that such expectations will
prove to be correct and you should be aware that actual results could
differ materially from those contained in the forward-looking
statements due to a number of factors. These factors include the risks
detailed in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 and other reports filed with the Securities
and Exchange Commission.
CONTACT: Phase III Medical, Inc.
Mark Weinreb, 631-574-4955