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): August 17, 2007
GENEREX BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 000-25169 | 98-0178636 |
| (State or Other | (Commission | (IRS Employer |
| Jurisdiction of | File Number) | Identification |
| Incorporation) | Number) | |
| | | |
| | | |
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 (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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On August 17, 2007, the Board of Directors of Generex Biotechnology Corporation (the “Company”) took the following actions with respect to the compensation of executive officers of the Company.
The Board of Directors awarded restricted shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), under the Company’s 2006 Stock Plan (the “Plan”), to the following executive officers and director of the Company:
Anna E. Gluskin, Chairman of the Board of Directors, President and Chief Executive Officer | 200,000 shares |
Rose C. Perri, Chief Operating Officer, Chief Financial Officer, Treasurer Secretary and Director | 175,000 shares |
Mark Fletcher, Executive Vice President and General Counsel | 175,000 shares |
Nola E. Masterson Director | 100,000 shares |
The shares underlying the awards will vest as follows in respect of Ms. Gluskin and Ms. Perri: 50% of the shares awarded will vest immediately; 25% of the shares awarded will vest on the first anniversary of the award date; and 25% of the shares will vest on the second anniversary of the award date. The shares underlying the award to Mr. Fletcher will vest as follows: 125,000 of the shares awarded will vest immediately; 25,000 of the shares will vest on the first anniversary of the award date; and 25,000 of the shares will vest on the second anniversary of the award date. The shares underlying the award to Ms. Masterson will vest immediately. The awards of restricted stock will be subject to the terms and conditions of the Plan. The form of the restricted stock agreement entered into with each of the above-named officers is attached hereto as Exhibit 10.1.
The Board of Directors also awarded retroactive salary increases to the above-named executive officers of the Company as follows:
| | | Annual Base Salary | |
| | | Current Effective as of August 1, 2004 | | Increase Retroactive to August 1, 2005 | | Increase Retroactive to January 1, 2007 | |
| Ms. Gluskin | | $ | 425,000 | | $ | 450,000 | | $ | 500,000 | |
| Ms. Perri | | $ | 325,000 | | $ | 350,000 | | $ | 400,000 | |
| Mr. Fletcher | | $ | 250,000 | | $ | 275,000 | | $ | 300,000 | |
These are the first salary adjustments for the above-named officers since April 2005. The Board directed that the payment of any and all unpaid salary amounts arising from such retroactive increases be satisfied by September 30, 2007.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| 10.1 | Form of Restricted Stock Agreement for awards to executive officers of Generex Biotechnology Corporation under the Generex Biotechnology Corporation 2006 Stock Plan |
| 10.2 | Summary of Annual Base Salaries of Executive Officers of Generex Biotechnology Corporation |
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.
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| | GENEREX BIOTECHNOLOGY CORPORATION |
| | |
| Date: August 23, 2007 | By: | /s/ Rose C. Perri |
| | Chief Operating Officer and |
| | Chief Financial Officer (principal financial officer) |
EXHIBIT INDEX
| 10.1 | Form of Restricted Stock Agreement for awards to executive officers of Generex Biotechnology Corporation under the Generex Biotechnology Corporation 2006 Stock Plan |
| 10.2 | Summary of Annual Base Salaries of Executive Officers of Generex Biotechnology Corporation |
