SECURITIES AND EXHANGE 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): October 28, 2003
CYTODYN, INC.
(formerly RexRay Corporation)
(Exact name of registrant as specified in its charter)
---------------------------
Colorado 000-49908 75-3056237
- --------------------------------------------------------------------------------
(State of incorporation) (Commission File No.) (IRS Employer I.D. No.)
16200 WCR 18E, Loveland, Colorado 80537
---------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (970) 635-0346
Item 1. Change in Control of Registrant and Item 2, Acquisition or Disposition
of Assets.
On October 28, 2003, RexRay Corporation, the Registrant, and CytoDyn of New
Mexico, Inc. closed the transactions under the Acquisition Agreement between
them dated September 30, 2003. As provided in the Acquisition Agreement, RexRay:
o Effected a one-for-two split and
o Issued to CytoDyn 5,362,640 post-split shares, and
o Amended (effective October 23, 2003) its Articles of Incorporation to
change its name to CytoDyn, Inc.
As consideration for the issuance of the shares to it, CytoDyn of New Mexico:
o Assigned a Patent License Agreement dated July 1, 1994 between CytoDyn
of New Mexico and Allen D. Allen, covering United States patent numbers
5424066, 5651970, and 6534057, and related foreign patents and patents
pending, for a method of treating HIV disease with the use of
monoclonal antibodies,
o Assigned its trademarks, CytoDyn and Cytolin, and related trademark
symbol, and
o Paid $10,000 in cash.
As a result of these transactions under the Acquisition Agreement,
o CytoDyn of New Mexico owns 5,362,640 of the 6,252,640, or 85.76%, of
the outstanding shares of CytoDyn (RexRay).
o Allen D. Allen became a director, president, and chief executive
officer of CytoDyn (RexRay). He has indirect ownership of 33.9% of
CytoDyn (RexRay) because of his 39.5% ownership of the outstanding
common stock of CytoDyn of New Mexico.
o Corinne Allen became a director, treasurer, and chief financial officer
of CytoDyn (RexRay). She has indirect ownership of 27.1% of CytoDyn
(RexRay) because of her 31.59% ownership of the outstanding common
stock of CytoDyn of New Mexico.
o James Weigand, the former president, director, and controlling
shareholder of CytoDyn (RexRay), resigned his positions as an officer
and director and now owns 400,000 post-split shares of CytoDyn
(RexRay), or 6.4%, compared to his previous ownership of 44.9%.
o All former CytoDyn (RexRay) directors resigned. Allen D. Allen, Corinne
Allen, Brian McMahon, Peggy Pence, Ph.D., Dan Strickland, M.D., and
Ronald Tropp became directors. Brian McMahon became the Vice President
of CytoDyn (RexRay).
CytoDyn (RexRay) knows of no arrangements that may in the future cause another
change in control to occur.
CytoDyn (RexRay) will use the Patent License Agreement, trademarks, and cash it
received in the transaction with CytoDyn of New Mexico to continue development
of the method of treating HIV disease with the use of monoclonal antibodies.
Item 7. Financial Statements and Exhibits
CytoDyn (RexRay) will file the audited financial statements, pro forma financial
statements, and exhibits required under Item 7 within the required extension
period. The Acquisition Agreement between RexRay Corporation and CytoDyn of New
Mexcio, Inc. will also be filed by amendment.
CytoDyn, Inc. Exhibit Index
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
3(i).2 Amendment dated October 28, 3003 Filed electronically
to the Articles of Incorporation with this Form
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 thereunto duly authorized.
CytoDyn, Inc.
Date: November 12, 2003 By: /s/ Allen D. Allen
------------------------
Allen D. Allen
President,
Chief Executive Officer
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
3(i).2 Amendment dated October 28, 3003 Filed electronically
to the Articles of Incorporation with this Form