SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: December 3, 2001
(Date of earliest event reported)
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ADVANCED VIRAL RESEARCH CORP.
(Exact name of registrant as specified in its charter)
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DELAWARE 33-2262-A 59-2646820
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(State or other jurisdiction (Commission File Number (IRS Employer
of incorporation Identification No.)
200 Corporate Boulevard South, Yonkers, New York 10701 (914) 376-7383
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(Address and telephone number of Registrant's principal executive offices)
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(Registrant's former name and address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On December 3, 2001, William Bregman ("Bregman"), Bernard Friedland
("Friedland") and Louis Silver ("Silver") resigned as officers and directors of
the Registrant upon the terms and conditions of separate Agreements (the
"Agreements"), and James F. Dicke II, Christopher Forbes, David Seligman, and
Eli Wilner were appointed to the board of directors of the Registrant. The
resignations of Messrs. Bregman, Friedland and Silver were not due to any
disagreement with the Registrant on any matter relating to the Registrant's
operations, policies or practices.
The Agreements, attached hereto as Exhibits 10.1, 10.2 and 10.3,
provide for, among other things, the payment of $150,000 in one lump sum to each
of Messrs. Bregman and Friedland, and the payment of $2,500 to Mr. Silver, in
consideration for their resignation as directors and/or officers of the
Registrant and its subsidiary. In addition, the Agreements provide as follows:
o That Bregman and Friedland shall have the combined right until
November 29, 2003 to appoint one additional member to the Board of
Directors of the Registrant reasonably acceptable to the Registrant,
so long as both Bregman and Friedland own shares of the Registrant.
The Bregman/Friedland designee, if appointed, shall serve on the
Registrant's Board of Directors until his successor is duly elected
and qualified, and may be removed as a member of the Board of
Directors of the Registrant, with or without cause, by the
affirmative vote of the members of the Registrant's then Board of
Directors at any time following the date which is the earlier to
occur of: (i) November 29, 2003 or (ii) the complete divestiture of
both Bregman's and Friedland's ownership in the Registrant.
o All agreements regarding the voting or disposition of shares of
common stock of the Registrant held by each of Bregman and Friedland
are terminated.
o The Registrant shall have a right of first refusal to purchase
shares of common stock owned by Bregman and Friedland upon the
receipt by Bregman or Friedland, as the case may be, of a bona fide
offer from an unrelated third party to purchase such shares in an
"on-the-market" or "off-the-market" transaction, upon the terms set
forth in the Agreements.
o With respect to the election of directors and compensation packages
for directors of the Registrant, each of Bregman and Friedland
agreed to grant the Registrant an irrevocable proxy to vote all the
shares of its common stock they beneficially own at any annual,
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special or adjourned meeting of the stockholders of the Registrant
until the earlier to occur of November 29, 2003 or, as to those
shares sold, the date of the sale of such shares by Bregman or
Friedland, as the case may be, to one or more unrelated third
parties in a bona fide sale after Bregman or Friedland, as the case
may be, shall have first complied with the Registrant's right of
first refusal described in the Agreements.
o The Registrant agreed, to the fullest extent permitted by Delaware
law and its charter documents, to indemnify each of Bregman,
Friedland and Silver for all amounts (including reasonable
attorneys' fees) incurred or paid in connection with any action,
proceeding, suit or investigation arising out of or relating to
their performance of services for the Registrant.
o The Registrant agreed to continue the directors' and officers'
liability insurance for each of Bregman, Friedland and Silver until
November 29, 2007.
In connection with the Agreements, the Registrant obtained a loan in
the amount of $200,000 from its Chief Financial Officer, Alan Gallantar, as
evidenced by a Demand Promissory Note made by the Registrant in favor of Mr.
Gallantar attached hereto as Exhibit 10.4 (the "Note"). Pursuant to the terms of
the Note, the Registrant was obligated to repay the promissory note upon the
receipt by the Registrant of proceeds upon the consummation of new financing.
The Note was satisfied by the Registrant upon the receipt by the Registrant of
proceeds in connection with a Securities Purchase Agreement dated December 17,
2001 between the Registrant and Harbor View Group, Inc.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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10.1 Severance Agreement dated November 29, 2001 by and between
Advanced Viral Research Corp. and William Bregman.
10.2 Severance Agreement dated November 29, 2001 by and between
Advanced Viral Research Corp. and Bernard Friedland.
10.3 Severance Agreement dated November 29, 2001 by and between
Advanced Viral Research Corp. and Louis Silver.
10.4 Promissory Note and Guaranty in favor of Alan Gallantar.
99.1 Press Release of the Registrant dated December 4, 2001.
99.2 Press Release of the Registrant dated December 4, 2001.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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SIGNATURES
Pursuant to the requirement 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.
ADVANCED VIRAL RESEARCH CORP.
(Registrant)
Date: December 17, 2001 By: /s/ Shalom Z. Hirschman, M.D.
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Shalom Z. Hirschman, M.D., Chief
Executive Officer
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