UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
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Filed
by the Registrantx
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Filed
by a Party other than the Registranto
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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ý
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
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NEPHROS,
INC.
_____________________________________________________________________________________________________________________________________________________________
(Name
of
Registrant as Specified in its Charter)
_____________________________________________________________________________________________________________________________________________________________
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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_____________________________________________________________________________________________________________________________________________________________
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o
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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_____________________________________________________________________________________________________________________________________________________________
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(3)
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Filing
Party:
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_____________________________________________________________________________________________________________________________________________________________
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(4)
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Date
Filed:
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NEPHROS,
INC.
3960
BROADWAY
NEW
YORK, NEW YORK 10032
___________________
NOTICE
OF
ADJOURNED
ANNUAL MEETING OF STOCKHOLDERS
Dear
Stockholder:
WE
STILL
NEED YOUR VOTE TO APPROVE PROPOSAL SIX
On
Tuesday, May 22, 2007, at the annual meeting of stockholders of Nephros, Inc.
(“Nephros”), the stockholders of Nephros voted to approve proposals one through
five. Nephros adjourned the meeting for purposes of voting on
proposal six to Tuesday, June 12, 2007. The meeting will take place
at Nephros’ offices located at 3960 Broadway, New York, New York 10032 at 11:00
a.m.
Proposal
six is to approve an amendment to Nephros’ certificate of incorporation to
repeal a restriction on stockholder action without a meeting. The
proposal is more fully described in the previously mailed proxy statement dated
April 30, 2007. This proposal requires the affirmative vote of 80% of
the outstanding shares of common stock as of the close of business on the record
date of April 27, 2007. Of the shares that voted on proposal six,
over 73.5% have voted in favor of the proposal.
YOUR
VOTE IS IMPORTANT regardless of the number of shares you
own. Stockholders of Nephros who have not already provided a proxy
with respect to the annual meeting are being provided a proxy card in the
enclosed postage paid envelope. Therefore, on behalf of the Board of
Directors, I urge you, if you have not already done so, to please take a moment
now and vote FOR proposal six by signing, dating and mailing the enclosed proxy
card. Your broker cannot vote your shares for you on these proposals
without your written instructions.
Thank
you for your support and
assistance.
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Sincerely,
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/s/
Norman J.
Barta
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Norman
J. Barta
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President,
Chief Executive Officer
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and
Corporate Secretary
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May
24,
2007
PLEASE
VOTE NOW BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD
ADJOURNED
ANNUAL MEETING OF STOCKHOLDERS
THIS
PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NEPHROS,
INC.
The
undersigned stockholder of Nephros, Inc., a Delaware corporation (“Nephros”),
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement and the subsequent letter with respect to the 2006 Annual Meeting
and
its adjournment to Tuesday, June 12, 2007, and appoints Norman J. Barta and
Mark
W. Lerner, and each of them, proxies and attorneys-in-fact, with full power
to
each of substitution, on behalf and in the name of the undersigned, to represent
the undersigned at the adjournment of the 2006 Annual Meeting of Stockholders of
Nephros, to be held on Tuesday, June 12, 2007 at 11:00 a.m., at Nephros’ offices
located at 3960 Broadway, New York, New York 10032, and any adjournment thereof
with the same effect as if the undersigned were present and voting such shares,
on the following matters and in the following manner:
PLEASE
MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED
ENVELOPE.
(Continued,
and to be signed and dated, on reverse side.)
The
undersigned hereby directs this proxy to be voted as follows:
PLEASE
MARK YOUR VOTES IN THE
FOLLOWING
MANNER, USING DARK INK
ONLY:
x
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FOR
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AGAINST
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ABSTAIN
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Proposal
6: To approve an amendment to the Nephros,
Inc. certificate of incorporation to repeal
a
restriction on
stockholder action without a meeting
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At
the proxies’ discretion on any other matters which may properly come
before the meeting or any
adjournment
or postponement thereof.
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The
shares represented by this proxy will be voted in accordance with the
specification made. If no specification is made, the shares
represented by this proxy will be voted for proposal six, and for such other
matters as may properly come before the meeting as the proxy holders deem
advisable.
Dated:
_____________, 2007.
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Signature(s):
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________________________________
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This
proxy should be dated, signed by the stockholder(s) exactly as his or her name
appears herein, and returned promptly in the enclosed envelope. Persons signing
in a fiduciary capacity should so indicate; if shares are held by joint tenants
or as community property, both stockholders should sign. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.