-----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, ASZZWD/yZ26qR8InAxlysi9WH/hBN6TA6PGmCjx13EUJVCATSqttzybP7y8R4/ED eX4YIT0vjdZ+883LTzf35g== 0001091818-06-000019.txt : 20060123 0001091818-06-000019.hdr.sgml : 20060123 20060123160826 ACCESSION NUMBER: 0001091818-06-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060123 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 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: 06543703 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 hbsc012306_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): January 10, 2006 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 8.01 Other Events On July 19, 2005, Human BioSystems ("HBS") issued an Exchange Offer to its Reg S stockholders in Germany to exchange one share of HBS common stock for each of the shares of Reg S Stock outstanding before or upon the de-listing date when the Reg S Stock is no longer tradable. This Exchange Offer is only applicable to HBS Reg S stockholders in Germany. The Exchange Offer was scheduled to expire on December 19, 2005. However, on January 10, 2006, Human BioSystems issued a Press Release stating that because of delays due to the early confusion regarding procedures and its subsequent changes to those procedures, Human BioSystems is extending the deadline from December 29, 2005 to January 31, 2006. See the attached copy of the Press Release. 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, dated January 10, 2006 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: January 23, 2006 HUMAN BIOSYSTEMS By: /s/ Harry Masuda ----------------- Harry Masuda CEO EX-99.1 2 ex9901.txt PRESS RELEASE Exhibit 99.1 [LETTERHEAD] Human BioSystems January 10, 2006 Re:Human BioSystems - Extension of Common Stock Exchange Offer Dear Human BioSystems Reg S Shareholder: Human BioSystems issued a press release on July 19, 2005 regarding the exchange of Reg S common stock, trading under WKN#164580 for shares of New Stock. On August 8, 2005, a subsequent press release was issued regarding changes to the procedures for returning the Reg S shares. The exchange offer was scheduled to expire on December 29, 2005. However, because of delays due to the early confusion regarding procedures and our subsequent changes to those procedures, Human BioSystems is hereby extending the deadline from December 29, 2005 to January 31, 2006. This should allow sufficient time to return any remaining Reg S shares. You may contact our Trustee, Mr. Karsten Behrens, who is German and can answer your questions. Mr. Behren's office phone number in Switzerland is 41 219 222 472. You may also contact our transfer agent Salli Marinov at First American Stock Transfer in the U.S. at 602-485-1346 or by email at salli@firstamericanstock.com if you need the Exchange Form or clarification on the procedure to transfer the Reg S shares to First American. The procedure calls for the faxing of the completed Exchange Form and the bank statement showing ownership of the shares to First American Stock Transfer at 602-788-0423 (fax) and to Human BioSystems at 650-327-8658 (fax). We are now in the process of registering the New Stock with the Securities and Exchange Commission (SEC) so that we can begin distributing these shares to you in exchange for the returned Reg S shares. I am hopeful that this can be done soon. If your bank or broker has already submitted your Reg S shares through a DTC Participant by the original deadline of December 29, 2005 and you wish to receive confirmation of this transaction, contact your bank or brokerage firm, or you may contact First American Stock Transfer directly to receive a confirmation notice. Thank you for your investment in Human BioSystems and your patience during this exchange process. This Exchange Extension letter will also be submitted to Clearstream and Euroclear for distribution so that we may reach as many Reg S Shareholders as possible. Very truly yours, /s/ Harry Masuda ___________________________ Harry Masuda CEO, Human BioSystems cc: Cathryn S. Gawne, Esq. Mr. Karsten Behrens Clearstream Euroclear DTC First American Stock Transfer -----END PRIVACY-ENHANCED MESSAGE-----