UNITED
STATES
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): September 29, 2010
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29169
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98-0178636
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S
Employer Identification No.)
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33
Harbour Square, Suite 202, Toronto, Ontario Canada
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M5J
2G2
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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 Arrangement of Certain
Officers.
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At a
meeting held on September 29, 2010, the Board of Directors (the “Board”) of
Generex Biotechnology Corporation, a Delaware corporation (the “Company”), took
the following actions:
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·
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The
Board terminated Anna E. Gluskin as President and Chief Executive
Officer. Ms. Gluskin will remain a member of the
Board.
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·
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The
Board appointed Mark A. Fletcher as Interim President and Chief Executive
Officer effective immediately. Mr. Fletcher will continue as General
Counsel for the Company.
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·
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The
Board appointed John P. Barratt, an independent director who has served on
the Board since 2003, to serve as Chairman of the
Board.
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·
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The
Board removed Rose C. Perri as Secretary of the Company and appointed Mr.
Fletcher to this position. Ms. Perri will remain Chief
Operating Office and Chief Financial
Officer.
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·
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The
Board appointed a special committee comprised of its three independent
directors (Mr. Barratt, Brian T. McGee and Nola Masterson), the
responsibilities of which will include immediately commencing a search to
identify candidates to secure a permanent President and Chief Executive
Officer.
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Mr.
Fletcher has served as Executive Vice President and General Counsel of the
Company since April 2003. From October 2001 to March 2003, Mr. Fletcher was
engaged in the private practice of law as a partner at Goodman and Carr LLP, a
leading Toronto law firm. From March 1993 to September 2001, Mr. Fletcher was a
partner at Brans, Lehun, Baldwin LLP, a law firm in Toronto. Mr. Fletcher
received his LL.B. from the University of Western Ontario in 1989 and was
admitted to the Ontario Bar in 1991.
The
Company and Mr. Fletcher agreed to amend the terms of Mr. Fletcher’s employment
with the Company to provide that the replacement of Ms. Gluskin as a director or
CEO will not constitute a “change of control” and to provide for an increase in
Mr. Fletcher’s base salary (to $475,000) upon his appointment as interim
CEO. Under the terms of his employment with the Company, Mr. Fletcher
is entitled to receive annual base compensation and may receive additional cash
bonuses at the discretion of the Board.
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 hereunto
duly authorized.
| GENEREX BIOTECHNOLOGY CORPORATION. | |||
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Date:
October 1, 2010
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By:
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/s/ Rose C. Perri | |
| Rose C. Perri | |||
| Chief Operating Officer | |||
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By:
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/s/ John P. Barratt | |
| John P. Barratt | |||
| Chairman | |||