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):
March 2, 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
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Commission File Number IRS Employer
Identification No.
330 SOUTH SERVICE ROAD, SUITE 120, Melville, New York 11747
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(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 Michael Lax as a member of the Board of
Directors.
To secure Mr. Lax's service as a director, the Company, pursuant to its
2003 Equity Participation Plan, granted Mr. Lax 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 $0.14 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 Mr. Lax 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. Mr. Lax 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
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Mark Weinreb
President
Dated: March 3, 2004
Exhibit 99.1
Phase III Medical Appoints Michael Lax, President & CEO of API,
to its Board of Directors
Business Editors
MELVILLE, N.Y.--(BUSINESS WIRE)--March 4, 2004--Phase III Medical,
Inc. (OTCBB: PHSM) today announced that Michael Lax has been appointed
to the Company's Board of Directors.
Since 1988, Mr. Lax, age 50, has been President and CEO of
Autronic Plastics, Inc., a plastic manufacturing concern specializing
in plastic product design, mold construction and manufacturing of
industrial and precision components such as medical devices, office
products, life safety products and entertainment packaging.
"Michael is a seasoned, well respected businessman and we are
delighted to have him on our Board," said Mark Weinreb, CEO of Phase
III. "Besides his general business acumen, his attributes include his
knowledge of medical disposable products, patents and life safety
products."
API's clients include: Pfizer, Borders Books & Music, Blockbuster,
Circuit City, Nintendo, and Cooper Lighting Company. Michael's 28
years of experience at API have centered on creative ideation, concept
development and managing executions to ensure that the integrity of
the initial designs come alive. Taking the company in a new direction,
Michael founded Clear-Vu Products in 1990 to further specialize in the
entertainment-packaging sector.
Mr. Lax has been awarded numerous patents for packaging designs,
solid state illumination, and life safety products. In addition, his
work and collaborations have received numerous design awards including
a Gold Industrial Design Excellence Award from the Industrial
Designers Society of America.
Michael Lax graduated from the University of Rochester with
degrees in Chemical and Mechanical Engineering. Upon his graduation,
Michael went to work for Kodak as a Process and Product Development
Engineer.
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, Melville
Mark Weinreb, 631/574-4955