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): March 24, 2008 (March 20, 2008)
GEOVAX LABS, INC.
(Exact name of registrant as specified in Charter)
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Illinois
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000-52091
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87-0455038 |
(State or other jurisdiction of
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(Commission File No.)
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(IRS Employee Identification No.) |
incorporation or organization) |
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1256 Briarcliff Road N.E.
Emtech Bio Suite 500
Atlanta, Georgia 30306
(Address of Principal Executive Offices)
(404) 727-0971
(Issuer Telephone number)
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).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR
240.13(e)-4(c)) |
This Form 8-K and other reports filed by GeoVax Labs, Inc. (the registrant) from time to
time with the Securities and Exchange Commission (collectively the Filings) contain forward
looking statements and information that are based upon beliefs of, and information currently
available to, the registrants management as well as estimates and assumptions made by the
registrants management. When used in the Filings the words anticipate, believe, estimate,
expect, future, intend, plan or the negative if these terms and similar expressions as they
relate to the registrant or the registrants management identify forward looking statements. Such
statements reflect the current view of the registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to the registrants industry,
operations and results of operations and any businesses that may be acquired by the registrant.
Should one or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Item 1.01 Entry into a Material Definitive Agreement
Please see the discussion of the Consulting Agreement between Donald G. Hildebrand and GeoVax
Labs, Inc. as more fully described in Item 5.02 below.
Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers; Departure of Directors or Certain Officers;
The following discussion provides only a brief description of the documents described below.
The discussion is qualified in its entirety by the full text of the agreements.
On March 20, 2008, GeoVax entered into an Employment Agreement with Robert T. McNally to
become our President and Chief Executive Officer effective April 1, 2008. The Employment Agreement
has no specified term. Pursuant to the Employment Agreement, we will pay Dr. McNally an annual
salary of $200,000. The Board of Directors may also recommend the payment of a discretionary bonus
annually. Dr. McNally is eligible for grants of awards from the GeoVax Labs, Inc. 2006 Equity
Incentive Plan and is entitled to participate in any and all benefits in effect from time-to-time
for executive officers generally. We may terminate the Employment Agreement, with or without
cause. If we terminate the Employment Agreement without cause, we will be required to give Dr.
McNally at least 60 days prior notice of the termination. In the event of termination not for
cause, Dr. McNally will be entitled to one week of severance pay for each full year of service.
Dr. McNally may terminate the Employment Agreement at any time by giving us 60 days notice. There
is no family relationship between Dr. McNally and any of our other officers or directors.
Dr. McNally (age 60) has been a member of the GeoVax Board of Directors since 2006 and will
continue to serve as a member of our Board of Directors subsequent to effective date of the
Employment Agreement. Dr. McNally graduated with a Ph.D. and MSE in Biomedical Engineering from
the University of Pennsylvania and has over 28 years of experience in academic and corporate
clinical investigations, management, research, business, quality and regulatory affairs. Since
2000, Dr. McNally has served as co-founder and Chief Executive Officer of Cell Dynamics LLC, a cGMP
laboratory specializing in GMP processing of human cells for pharmaceutical and therapeutic
applications. Previously, Dr. McNally was co-founder and Senior Vice President of Research for
CryoLife, Inc., a company specializing in the cryopreservation of human heart valves, vein and
ligament tissues for transplant. He has had previous experience as European Regional Manager for
Intermedics International, Inc. and European Marketing Manager for Pacesetter Systems-Europe, Ltd.
in the UK. Dr. McNally is Fellow of the American Institute of Medical and Biological Engineering,
and serves as a member of the advisory board of the Petit Institute for Bioengineering at the
Georgia Institute of Technology (Georgia Tech). He is a past Chairman of the Georgia Bio, a trade
association, and recipient of its 2004 Biomedical Industry Growth Award.
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In order to assist with the transition of certain duties to Dr. McNally, Donald G. Hildebrand,
our current President and Chief Executive Officer, entered into a Consulting Agreement with us on
March 20, 2008. Aside from his duties as a consultant, Mr. Hildebrand will also continue to serve
as Chairman of our Board of Directors. The term of the Consulting Agreement will begin on April 1,
2008 and will end on December 31, 2009. During the month of April 2008, Mr. Hildebrand will
receive $22,500 as compensation for his services. Beginning on May 1, 2008 and continuing through
December 31, 2008, Mr. Hildebrand will provide us with at least 32 hours of service per month and
will be paid at the rate of $250 per hour. Beginning on January 1, 2009 and continuing through
December 31, 2009, Mr. Hildebrand will provide us with at least 16 hours of service per month and
will be paid at the rate of $300 per hour. The Board of Directors may, in its discretion,
recommend the payment of an annual bonus. We will also pay Mr. Hildebrands medical and dental
coverage through the term. We may terminate the Consulting Agreement, with or without cause. If
we terminate the Consulting Agreement without cause, we must give Mr. Hildebrand at least 30 days
notice and we will be required to pay him, as a severance payment, three months compensation.
Likewise, if the Consulting Agreement is terminated due to the death of Mr. Hildebrand, we will be
required to pay his estate three months compensation. If Mr. Hildebrand wishes to terminate the
Consulting Agreement, he must provide us with 30 days notice.
The Employment Agreement with Dr. McNally, the Consulting Agreement with Mr. Hildebrand, and
the press release issued on March 24, 2008 announcing the appointment of Mr. McNally as our
President & Chief Executive Officer are all filed as exhibits to this Current Report. (See Item
9.01 below.)
Item 9.01 Financial Statements and Exhibits
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Exhibit 10.1
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Employment Agreement with Robert T. McNally |
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Exhibit 10.2
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Consulting Agreement with Donald G. Hildebrand |
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Exhibit 99
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Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 24, 2008
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GEOVAX LABS, INC.
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By: |
/s/ Mark W. Reynolds
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Mark W. Reynolds |
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Chief Financial Officer |
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