8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2006

NITROMED, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50439	22-3159793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
125 Spring Street Lexington, Massachusetts		02421
(Address of Principal Executive Offices)		(Zip Code)

(781) 266-4000

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

oWritten 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 1.01   Entry into a Material Definitive Agreement.

On May 17, 2006, the Board of Directors of NitroMed, Inc. (the “Company”) granted Argeris Karabelas, Ph.D., Chairman, Interim Chief Executive Officer and President of the Company, an option to purchase 200,000 shares of the common stock of the Company (the “Option”). The Option vested and became exercisable immediately upon grant and was granted at an exercise price equal to $4.12 per share, which represents the fair market value of a share of the Company’s common stock on the date of the grant of the Option, as reported on the NASDAQ National Market. The Option has a term of five years.

The Option was granted to Dr. Karabelas in consideration for his agreement to forego the salary and bonus that he would have otherwise been entitled to pursuant to that certain employment offer letter (the “Original Agreement”) dated March 20, 2006 between the Company and Dr. Karabelas. Pursuant to the Original Agreement, Dr. Karabelas was to be paid an annual base salary of $361,000 and was eligible for a discretionary bonus award of up to 50% of his annualized base salary, as reported on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 24, 2006 (the “March 2006 8-K”).

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 17, 2006, the Board of Directors of the Company elected Christopher J. Sobecki as a director of the Company. Mr. Sobecki is currently a Managing Director of The Invus Group L.L.C., a New York based private equity and investment management firm that manages funds that own common stock of the Company. Further information regarding Mr. Sobecki’s election is set forth in Item 8.01 – Other Events and is incorporated herein by reference.

Item 8.01  Other Events.

On May 17, 2006, the Company issued a press release to announce the election of Mr. Christopher J. Sobecki to the Board of Directors of the Company. The full text of the press release relating to this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.

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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.

	NITROMED, INC.
Date: May 23, 2006	By:	/s/ James G. Ham, III
		James G. Ham, III Vice President of Finance

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EXHIBIT INDEX

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of NitroMed, Inc. dated May 17, 2006

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EX-99.1

EXHIBIT 99.1

NITROMED, INC 125 SPRING STREET LEXINGTON, MA 02421 t. 781.266.4000 f  781.274.8080 www.nitromed.com

NitroMed Announces the Appointment of Christopher J. Sobecki

to its Board of Directors

LEXINGTON, MA (May 17, 2006) – NitroMed, Inc. (NASDAQ: NTMD) announced today that Christopher J. Sobecki has been appointed to its Board of Directors. Mr. Sobecki is currently a Managing Director of The Invus Group, LLC (“Invus”), a New York based private equity and investment management firm with ownership in NitroMed. With this appointment, NitroMed now has nine board members.

Mr. Sobecki joined Invus Group in 1989, and has served on the Board of Directors for numerous companies in which Invus has invested. He is currently a board member of Weight Watchers International, Inc., GoldenSource Corporation and Eduventures, LLC.  He holds a B.S. in Industrial Engineering from Purdue University and an M.B.A. from the Harvard Business School.

Dr. Jerry N. Karabelas, NitroMed’s Chairman and interim Chief Executive Officer, commented, “On behalf of the entire NitroMed board and management team, we welcome Chris and look forward to his contributions toward our primary objective of growing and expanding upon the BiDil franchise, with the goal of maximizing shareholder value.”

About NitroMed

NitroMed, Inc. of Lexington, Massachusetts is an emerging pharmaceutical company and the maker of BiDil^® (isosorbide dinitrate/hydralazine hydrochloride), an orally administered medicine available in the United States for the treatment of heart failure in self-identified black patients.  In this population, BiDil is indicated as an adjunct to current standard therapies such as ACE inhibitors and/or beta blockers. There is little experience in patients with New York Heart Association class IV heart failure. BiDil was approved in June 2005 by the U.S. Food and Drug Administration, primarily on the basis of efficacy data from the Company’s landmark African

American Heart Failure Trial (A-HeFT). BiDil is marketed by NitroMed through a nationwide, dedicated contract sales force.

Forward Looking Statements

Statements in this press release about future expectations, plans and prospects for the Company, including the Company’s expectations regarding the market potential of its lead product, BiDil, and any new formulations of BiDil, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to: the Company’s ability to successfully develop, obtain regulatory approval for and commercialize new formulations of BiDil; patient, physician and third-payer acceptance of BiDil as a safe and effective therapeutic; the Company’s ability to maintain the necessary sales, marketing and manufacturing capabilities to commercialize BiDil; the Company’s ability to obtain the substantial additional funding required to conduct manufacturing, marketing and sales of BiDil; unanticipated difficulties in maintaining regulatory approvals to market and sell BiDil; adverse side effects experienced by patients taking BiDil; the Company’s ability to obtain or maintain intellectual property protection and required licenses; unanticipated operating expenses for the remainder of fiscal year 2006 and other factors discussed in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, which has been filed with the SEC. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this release.

For full prescribing information, visit: www.BiDil.com.

BiDil is a registered trademark of NitroMed, Inc.

Contacts:

Sondra Newman, Investor Relations

P: 781.266.4197

C: 781.640.3088

Jane Kramer, Media

P: 781.266.4220

C: 781.640.8499