kl11078.htm


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)   November 30, 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:
[  ] 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 5.03.    Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year End.
 
On November 30, 2007, the Board of Directors of Nephros, Inc. (the “Company”) adopted amendments to Sections 5.01, 5.02 and 5.04 of the Company’s Amended and Restated By-Laws to expressly permit the issuance and transfer of uncertifcated shares of the Company’s common stock.  The preceding is qualified in its entirety by reference to the Company’s Second Amended and Restated By-Laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
 
(d)           Exhibits
 
3.1           Second Amended and Restated Bylaws of Nephros, Inc., effective November 30, 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: December 3, 2007
 
                                                                                              NEPHROS, INC.

 
                                                                                          By: /s/ Mark W. Lerner                                         
                                 Mark W. LernerChief Financial Officer
                                 (Principal Financial and Accounting Officer)