-----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, Esme57hqFOxwH77BBVOgFJh+zYGWxdgxshh5bhzx0hqqI/wu69ADhtgU69SpWaIA CCo1iCkaoThfuKn8AeChog== 0001005477-05-001506.txt : 20050422 0001005477-05-001506.hdr.sgml : 20050422 20050422162859 ACCESSION NUMBER: 0001005477-05-001506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050420 FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHASE III MEDICAL INC/DE CENTRAL INDEX KEY: 0000320017 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 222343568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD STREET 2: SUITE 120 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6315744955 MAIL ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD STREET 2: SUITE 120 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: CORNICHE GROUP INC /DE DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL INC DATE OF NAME CHANGE: 19951025 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL SERVICES INC DATE OF NAME CHANGE: 19830825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VACZY CATHERINE M CENTRAL INDEX KEY: 0001177176 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10909 FILM NUMBER: 05767787 BUSINESS ADDRESS: STREET 1: IMCLONE SYSTEMS INC STREET 2: 180 VARICK STREET CITY: NEW YORK STATE: NY ZIP: 10014 4 1 edgar123.xml FORM 4 X0202 4 2005-04-20 0 0000320017 PHASE III MEDICAL INC/DE PHSM 0001177176 VACZY CATHERINE M C/O PHASE III MEDICAL, INC. 330 SOUTH SERVICE ROAD, SUITE 120 MELVILLE NY 11747 0 1 0 0 Exec VP & Gen Counsel Common stock, $0.001 par value per share 2005-04-20 4 P 0 1666666 0.06 A 1666666 D Option (right to buy) 2005-04-20 4 P 0 200000 A 2005-04-20 2005-07-18 Common stock, par value $0.001 per share 200000 D Employee stock option (right to buy) 0.1 2005-04-20 4 A 0 150000 A 2015-04-19 Common stock, par value $0.001 per share 150000 150000 D Convertible promissory note 2005-04-20 4 P 0 100000 A 2005-04-20 2006-04-20 Common stock, par value $0.001 per share 100000 D Does not include the Purchase Agreement Shares, the Option Shares or the Note Shares (as such terms are defined below). Pursuant to a stock purchase agreement (the "Purchase Agreement"), dated as of April 20, 2005, between Phase III Medical, Inc. (the "Company") and Catherine Vaczy, from April 20, 2005 through July 18, 2005, Ms. Vaczy has the right to purchase from the Company up to $200,000 worth of shares (the "Purchase Agreement Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock") at a per share price equal to 85% of the average closing price of one share of Common Stock on the National Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board (the "Bulletin Board") (or other similar exchange or association on which the Common Stock is then listed or quoted) for the five (5) consecutive trading days immediately preceding the date of Ms. Vaczy's notice exercising such option; provided, however, that if the Common Stock is not then quoted on the Bulletin Board or otherwise listed or quoted on an exch ange or association, the price shall be the fair market value of one share of Common Stock as of the date of issue as determined in good faith by the Board of Directors of the Company; and further provided, that in no event shall the price be less than $0.06. This option shall vest and become exercisable as to 50,000 shares of Common Stock (collectively, the "Option Shares") on each of April 20, 2006, April 20, 2007 and April 20, 2008; provided, however, that if Ms. Vaczy's employment with the Company is terminated prior to the end of its term by the Company without "cause" or by Ms. Vaczy for "good reason" (as such terms are defined in a letter agreement, dated as of April 20, 2005, between the Company and Ms. Vaczy (the "Employment Agreement")), the option shall vest and become immediately exercisable in its entirety and remain exercisable in accordance with its terms. Pursuant to a convertible promissory note made as of April 20, 2005 by the Company in favor of Ms. Vaczy in the principal amount of $100,000 (the "Note"), at any time up until July 19, 2005, Ms. Vaczy has the option to convert the principal amount, or any portion thereof, into that number of shares of Common Stock (the "Note Shares") equal to the quotient of the principal amount being converted divided by 85% of the average closing price of one share of Common Stock on the Bulletin Board (or other similar exchange or association on which the Common Stock is then listed or quoted) for the five (5) consecutive trading days immediately preceding the date of notice of such conversion; provided that in no event shall the price be less than $0.06. If the Common Stock is not then quoted on the Bulletin Board or otherwise listed or quoted on an exchange or association, the price shall be the fair market value of one share of Common Stock as of the date of issue as determined in good faith by the Board of Directors of the Company. Following July 19, 2005, Ms. Vaczy shall be obligated, at any time prior to April 20, 2006, to convert the principal amount, or any remaining portion thereof, into shares of Common Stock on the same terms set forth in the Note unless Ms. Vaczy shall have provided to the Company a notice terminating Ms. Vaczy's employment with the Company pursuant to the Employment Agreement. /s/ Catherine M. Vaczy 2005-04-22 -----END PRIVACY-ENHANCED MESSAGE-----