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) May 17, 2005
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Nephros, Inc.
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(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32288
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Delaware 13-3971809
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
3960 Broadway, New York, New York 10032
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(Address of Principal Executive Offices)
(Zip Code)
(212) 781-5113
(Registrant's telephone number, including area code)
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Not Applicable
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(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 7.01. Regulation FD Disclosure.
Nephros, Inc. is providing shareholders with the attached "2004 Annual Report,"
furnished as an exhibit hereto and incorporated by reference herein, in
conjunction with the mailing, commencing today, of its Notice of Annual Meeting
and Proxy Statement and its Annual Report on Form 10-KSB. The 2004 Annual Report
is attached hereto as Exhibit 13.1. The information furnished in this report
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference.
The furnishing of the 2004 Annual Report should not be deemed an admission that
such furnishing is required by Regulation FD or that the 2004 Annual Report
includes material investor information that is not otherwise publicly available.
In addition, the Registrant does not assume any obligation to update such
information in the future.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
13.1 Nephros, Inc. 2004 Annual Report.
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: May 17, 2005
NEPHROS, INC.
By: /s/ Marc L. Panoff
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Marc L. Panoff
Chief Financial Officer (Principal
Financial and Accounting Officer)