Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - GENEREX BIOTECHNOLOGY CORP | v316583_ex10-1.htm |
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): June 19, 2012
GENEREX BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-29169 | 98-0178636 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S Employer Identification No.) |
| 33 Harbour Square, Suite 202, Toronto, Ontario Canada | M5J 2G2 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (416) 364-2551
N/A
(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:
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
| (e) | On June 6, 2012, the Board of Directors approved the following stock option grants to certain of Company’s named executive officers and directors in full and final payment of the Company’s obligation to pay such individuals deferred salary or director fees as of May 31, 2012, which grants became effective upon each optionee’s execution of a settlement and release agreement on the dates set forth below: |
| Named Executive | Effective Date of Grant |
Options to Purchase Shares of | ||
| Mark Fletcher | June 19, 2012 | 1,457,195 | ||
| President and Chief Executive Officer | ||||
| David Brusegard | June 20, 2012 | 546,448 | ||
| Chief Operating Officer | ||||
| Eric von Hofe, President of Antigen Express, Inc. | June 19, 2012 | 626,292 | ||
| Stephen Fellows | June 20, 2012 | 546,448 | ||
| Acting Chief Financing Officer | ||||
| John Barratt, Director | June 19, 2012 | 918,033 | ||
| Brian McGee, Director | June 19, 2012 | 508,197 | ||
| Nola Masterson, Director | June 19, 2012 | 508,197 | ||
| James Anderson, Director | June 19, 2012 | 409,836 |
The options are being issued in lieu of cash payment of deferred compensation amounts due to such individuals. Since October of 2011, the executives and directors listed above, as well as certain other key employees, have agreed to defer a portion (or all in the case of the directors) of their salary or fees in an effort to assist the Company with its cash flow requirements. The number of options being granted to each individual is equal to the dollar amount of deferred salary or fees due to such individual divided by the closing price of the Company's common stock on the OTC Bulletin Board on June 6, 2012 ($0.0925). The stock options have an exercise price equal to $0.001 per share. The grants were made pursuant to the terms of the Company's 2006 Stock Plan and will be memorialized in an option agreement, the form of which has been used in the past by the Company and previously filed as an exhibit to past periodic filings. The options awarded are all fully vested and shall expire on the fifth anniversary of the date of grant, subject to earlier termination under the terms set forth in the 2006 Stock Plan.
The foregoing is only a summary of the settlement and release agreement and the option agreements and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing description of the settlement and release agreement is qualified in its entirety by reference to the settlement and release agreement, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
The following is a complete list of Exhibits filed as part of this Current Report on Form 8-K. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
Exhibit No. Description
10.1 Form of Settlement and Release Agreement between Generex Biotechnology Corporation and each optionee.
SIGNATURES
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.
| GENEREX BIOTECHNOLOGY CORPORATION. | |||
| Date: June 21, 2012 | By: | /s/ Mark A. Fletcher | |
| Mark A. Fletcher | |||
| President and Chief Executive Officer | |||
| By: | /s/ John P. Barratt | ||
| John P. Barratt | |||
| Chairman | |||