Geovax Labs, Inc. Form 8-K December 7, 2006
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): December 7,
2006
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
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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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).
[
]
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
CFR240.14a-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© 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 registrant's management as
well
as estimates and assumptions made by the registrant's 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 registrant's 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 registrant's 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.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 7, 2006 Ms. Edith Murphree and Mr. Gary Teal resigned as members of
the
Board of Directors of the registrant in order to eliminate any potential
conflict with their respective positions at Emory University. Emory refrains
from having direct representation of its interests on the board of directors
of
public companies. Mr. Teal was a member of the compensation committee of
the Board of Directors; Ms. Murphree did not serve on any of the committees
of
the Board of Directors. Neither Ms. Murphree nor Mr. Teal resigned as a result
of a disagreement with the registrant on any matter relating to its operations,
policies or practices.
On
December 7, 2006 the registrant’s Board of Directors appointed Mr. Robert
McNally to the Board. Mr. McNally will serve on the Audit Committee and as
the
Chairperson of the Compensation Committee.
Dr.
Robert McNally graduated with a Ph.D. 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 CEO of Cell Dynamics LLC, a company which he
co-founded. He also is currently serving as Cell Dynamics’ VP of Quality
Assurance. Cell Dynamics is a cGMP laboratory which contracts with organ
and tissue procurement organizations for the recovery of human tissue and
processes these tissues into cellular components necessary for research and
development, pharmaceuticals and cell therapy. In 1984, Dr. McNally was
co-founder of CryoLife, Inc., a company specializing in the cryopreservation
of
human tissue for transplant. During his 14 year association with CryoLife,
it
grew to $50MM in revenue, became a public company on NYSE and is recognized
the
world over as a leader in transplant technology.
Dr.
McNally is a Fellow of the American Institute of Medical and Biological
Engineers, serves on the board of the Petit Institute for Tissue Engineering
at
Georgia Tech and is Past Chairman of the Georgia Biomedical Partnership and
recipient of its 2004 Biomedical Industry Growth Award.
There
was
no arrangement or understanding between Mr. McNally and any person pursuant
to
which he was selected as a director. Mr. McNally has not been a party to any
transaction with us that we would be obligated to report pursuant to section
404(a) of Regulation S-K nor has any such transaction been
proposed.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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On
December 7, 2006, the registrant’s Board of Directors amended the registrant’s
By-laws, effective immediately. Section 13 of Article III of the By-laws was
added to allow the Board of Directors to designate from among its members one
or
more standing or ad hoc committees in addition to an executive committee (the
designation and authority of the executive committee is stated in Section 11
of
Article III of the By-laws). Under new Section 13 of Article III of the By-laws,
each committee designated by the Board of Directors under that Section shall
have the authority set forth in the resolution establishing the committee or
in
any other resolution of the Board of Directors specifying, enlarging or limiting
the authority of the Committee, subject to the limitations imposed by the
Illinois Business Corporations Act.
Additionally,
the first sentence of Section 5 of Article III of the By-laws was amended to
clarify the methods by which the required two days notice of special meetings
of
the Board of Directors may be given to directors. As amended, the By-laws state
that notice may be given by mail, in person, by courier delivery, by telephone,
or by e-mail, fax, or similar electronic means. Previously, directors must
have
been notified of a special meeting by written notice delivered to each
director’s business address.
The
above
summary of the amendments to the By-laws is qualified in its entirety by
reference to the Amended By-laws, a copy of which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by reference
thereto.
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Item
9.01
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Financial
Statements and Exhibits
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The
following exhibit is filed with this Current Report:
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3.1
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GeoVax
Labs, Inc. By-Laws (as amended December 7,
2006)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
December 13, 2006
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GEOVAX
LABS, INC.
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By:
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/s/
Mark W.
Reynolds
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Mark
W. Reynolds
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Chief
Financial Officer
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