-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W1MEkpNwa01bitW2vCz4Z19dTVSIFwWUc4F76yMAbYhXaJB3MPGmcO7MneNaiVW2 RCIOeJUyACeR0czNu/mKKA== 0001091818-05-000305.txt : 20050912 0001091818-05-000305.hdr.sgml : 20050912 20050912165454 ACCESSION NUMBER: 0001091818-05-000305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050912 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050912 DATE AS OF CHANGE: 20050912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN BIOSYSTEMS INC CENTRAL INDEX KEY: 0001070181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770481056 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28413 FILM NUMBER: 051080407 BUSINESS ADDRESS: STREET 1: 1127 HARKER AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6503230943 MAIL ADDRESS: STREET 1: 1127 JARKER AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 8-K 1 hbsc091205_8k.txt 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): September 7, 2005 HUMAN BIOSYSTEMS (Exact name of registrant as specified in its charter) 000-28413 (Commission File Number) California 77-0481056 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1127 Harker Avenue, Palo Alto, CA 94301 (Address of Principal Executive Offices Including Zip Code) Registrant's telephone number, including area code: (650) 323-0943 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 (See General Instruction A.2. below): [ ] 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective September 7, 2005, Dr. George Tsukuda resigned from Human BioSystems' Board of Directors. Dr. Tsukuda, who had served on the Board of Directors since the Company's inception, resigned in order to pursue other personal and business interests. On September 7, 2005, the Board of Directors of Human BioSystems appointed Dr. Larry McCleary to fill the vacancy created by Dr. Tsukuda's resignation. Dr. McCleary has spent the last seven years serving as Director of Human Research for Advanced Metabolic Research Group, LLC, headquartered in Henderson, NV. Dr. McCleary has also been serving on Human BioSystems' Advisory Board since 2002. There are no transactions between Dr. McCleary and the Company that would require disclosure under Item 404(a) of Regulation S-B. Dr. McCleary is not currently serving on any committee of the Board of Directors. A copy of the press release announcing the resignation of Dr. Tsukuda and appointment of Dr. McCleary is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits: The following exhibits are included as part of this report: Exhibit No. Description - ---------- -------------- 99.1 Press Release: Human BioSystems Makes a New Board of Directors Appointment SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 12, 2005 HUMAN BIOSYSTEMS By:/s/ Harry Masuda - --------------------- Harry Masuda President and CEO EX-99.1 2 ex99_1.txt PRESS RELEASE Exhibit 99.1 Human BioSystems Makes a New Board of Directors Appointment PALO ALTO, Calif.--Sept. 7, 2005--Human Biosystems (OTCBB:HBSC - News) announces today the appointment of Dr. Larry McCleary to its Board of Directors. Dr. McCleary replaces Dr. George Tsukuda, who served on the Board since the Company's inception. Dr. Tsukuda has made the decision to pursue other personal and business interests. "His service over the years has been very much appreciated for not only his service on the Board of HBS, but also for his financial support throughout the years, even during very critical times," said Mr. Masuda, CEO of HBS. "I am very pleased to welcome Dr. McCleary to our Board," said Harry Masuda. "His background in medicine as a pediatric neurosurgeon and in business as an entrepreneur will add diversity and experience to our Board. Dr. McCleary's service to HBS up to now has included being an active member of our Advisory Board. He and his wife Christine have also made substantial financial investments over the years in HBS" continued Mr. Masuda. Dr. McCleary was formerly Acting Chief of Pediatric Neurosurgery at Denver Children's Hospital and most currently is the Director of Research at Advanced Metabolic Research Group. He is the author of numerous publications in the fields of biotechnology, neurosurgery and tumor immunology and has been invited to speak at medical meetings nationally and internationally. Dr. McCleary was involved in clinical program development at the Denver Children's Hospital and is the founder of the Children's Neuroscience Research foundation. He received his B.A. from Dartmouth College and did his neurosurgery training at New York University/Bellevue Medical Center. HBS is headquartered in Palo Alto, California with research facilities in Michigan. Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, results from ongoing research and development as well as clinical studies, failure to obtain regulatory approval for the Company's products, if required, failure to develop a product based on the Company's technology, failure of any such products to compete effectively with existing products, the ability of the Company to fund marketing and sales efforts that may be required to effectively sell its products .and other factors discussed in filings made by the Company with the Securities and Exchange Commission. Human BioSystems (OTC Bulletin Board:HBSC - News) ________________________________________ Contact: Human BioSystems Harry Masuda CEO (650) 323-0943 hmasuda@humanbiosystems.com OR YES INTERNATIONAL Rich Kaiser Investor Relations (800) 631-8127 yes@yesinternational.com -----END PRIVACY-ENHANCED MESSAGE-----