0001104659-07-057809.txt : 20070801 0001104659-07-057809.hdr.sgml : 20070801 20070801125740 ACCESSION NUMBER: 0001104659-07-057809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070731 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIPID SCIENCES INC/ CENTRAL INDEX KEY: 0000071478 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 430433090 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00497 FILM NUMBER: 071015293 BUSINESS ADDRESS: STREET 1: 7068 KOLL CENTER PARKWAY STREET 2: SUITE 401 CITY: PLEASANTON STATE: CA ZIP: 94566 BUSINESS PHONE: 925-249-4000 MAIL ADDRESS: STREET 1: 7068 KOLL CENTER PARKWAY STREET 2: SUITE 401 CITY: PLEASANTON STATE: CA ZIP: 94566 FORMER COMPANY: FORMER CONFORMED NAME: NZ CORP DATE OF NAME CHANGE: 20000810 FORMER COMPANY: FORMER CONFORMED NAME: NEW MEXICO & ARIZONA LAND CO DATE OF NAME CHANGE: 19920703 8-K 1 a07-20796_18k.htm 8-K

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): July 31, 2007

LIPID SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-497	43-0433090
(State or other jurisdiction of	(Commission File Number)	(I.R.S Employer Identification No.)
incorporation)

7068 Koll Center Parkway, Suite 401, Pleasanton, California		94566
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (925) 249-4000

(Former name or former address, if changed since last report.) N/A

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Lipid Sciences, Inc. (the “Company”) has entered into an Amendment to Consulting Agreement (the “Amendment”) effective as of July 31, 2007, with H. Bryan Brewer, Jr., M.D. and Washington Cardiovascular Associates, LLC (“WCA”), an entity beneficially owned by Dr. Brewer. The Amendment amends a Consulting Agreement, dated May 16, 2005, (the “ Consulting Agreement”) between the same parties. Pursuant to the Consulting Agreement WCA provides the services of Dr. Brewer as the Corporation’s Chief Scientific Director. In addition Dr. Brewer serves as Vice Chairman of the Company’s Board of Directors and Chairman of the Company’s Scientific Advisory Committee. The Amendment changes the expiration of the Consulting Agreement from May 16, 2008, to May 16, 2011.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Amendment to Consulting Agreement dated July 31, 2007 between Washington Cardiovascular Associates, LLC, H. Bryan Brewer, Jr., M.D. and Lipid Sciences, Inc.

SIGNATURE

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.

	Lipid Sciences, Inc.


Date: August 1, 2007	By:	/s/ Sandra Gardiner
		Sandra Gardiner
		Chief Financial Officer

EX-10.1 2 a07-20796_1ex10d1.htm EX-10.1

Exhibit 10.1

AMENDMENT TO CONSULTING AGREEMENT

This Amendment to Consulting Agreement (this “Agreement”) is made effective as of July 31, 2007 (the “Effective Date”) and is between Washington Cardiovascular Associates, LLC, a Maryland limited liability company (“WCA”), H. Bryan Brewer, Jr., M.D. (“Consultant”), and Lipid Sciences, Inc., a Delaware corporation (the “Corporation”).

WHEREAS, the Corporation, WCA and Consultant have previously entered into a Consulting Agreement dated May 16, 2005 (the “Consulting Agreement”) pursuant to which the Corporation has engaged Consultant to be its Chief Scientific Director; and

WHEREAS, the Corporation, WCA and Consultant desire to amend the Consulting Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, WCA and the Corporation agree as follows:

1. Amendment. Section 2 of the Consulting Agreement is amended in its entirety to read as follows:

2. TERM

The term of this Agreement shall commence on the May 16, 2005 and expire on May 16, 2011 (the “Expiration Date”). For purposes of this Agreement, WCA and Consultant shall be deemed, collectively, to be one party, such that notice by the Corporation to WCA or Consultant, as the case may be, shall serve as notice to both WCA and Consultant.

2. Ratification and Affirmation of Consulting Agreement. Except for the changes set forth in this First Amendment, the Consulting Agreement shall remain unchanged in all respects, and shall remain in full force and effect in accordance with its terms each of which is ratified and affirmed.

3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[SIGNATURE PAGE TO AMENDMENT TO CONSULTING AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

	WASHINGTON CARDIOVASCULAR ASSOCIATES, LLC


	By:	/s/ H. Bryan Brewer, Jr., M.D.
		H. Bryan Brewer, Jr., M.D.
		Director


	H. BRYAN BREWER, JR., M.D.

	/s/ H. Bryan Brewer, Jr., M.D.
	H. Bryan Brewer, Jr., M.D.



	LIPID SCIENCES, INC.


	By:	/s/ S. Lewis Meyer, Ph.D.
		S. Lewis Meyer, Ph.D.
		President & CEO