UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
June 17, 2010
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Date of Report (date of earliest event reported)
CYTODYN INC.
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Exact name of Registrant as Specified in its Charter
Colorado 000-49908 75-3056237
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
1511 Third Street, Santa Fe, New Mexico 87505
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Address of Principal Executive Offices, Including Zip Code
(505) 988-5520
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Registrant's Telephone Number, Including Area Code
Not applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 FOR
CERTAIN OFFICERS.
(d)(1) On June 10, 2010, the Company's Board elected Kenneth J. Van Ness to
fill the vacancy on the Board of Directors conditional upon a background check.
On June 17, 2010 Mr. VanNess's background check was approved.
(2) There were no arrangements or understandings between Mr. Van Ness
and any other persons pursuant to which he was selected as a director.
(3) Mr. Van Ness is expected to be added to the Compensation Committee
and he may be added to the Audit Committee, but a final decision has not been
made on the Audit Committee.
(4) Mr. Van Ness has not been involved in any material transactions with
the Company in the past and there are no currently proposed material
transactions between Mr. Van Ness and the Company.
(5) Mr. Van Ness is expected to receive stock options on the same basis
as the other members of the Board of Directors.
ITEM 7.01 REGULATION FD DISCLOSURE.
The Company issued a press release on June 10, 2010 (attached hereto as
Exhibit 99) regarding the election of Kenneth J. Van Ness to the Company's Board
of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
Exhibit 99 Press Release regarding the election of Kenneth J. Van Ness to
the Company's Board of Directors
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.
CYTODYN INC.
Date: June 18, 2010 By: /s/ Allen D. Allen
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Allen D. Allen
President and CEO