GEOVAX LABS, INC.
1256 Briarcliff Road
Emtech Bio Suite 500
Atlanta, Georgia 30306
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
To Our Shareholders:
A Special Meeting of Stockholders of GeoVax Labs, Inc. will be held on Friday, September 28,
2007, at 10:00 A.M. (Eastern Time), at the offices of the Company, 1256 Briarcliff Road, Emtech Bio
Suite 500, Atlanta, Georgia to:
1. Approve an amendment to our Articles of Incorporation in order to increase the
number of shares of common stock, par value $0.001 per share, that we are authorized to
issue from 850,000,000 to 900,000,000 shares.
2. Act on any other business that properly comes before the special meeting or any
adjournment or postponement of the special meeting.
Stockholders of record at the close of business on August 9, 2007 will be entitled to notice
of the Special Meeting and any continuation or adjournment thereof.
Please return the enclosed proxy as promptly as possible, whether or not you plan to attend
the Special Meeting. Your promptness in returning the proxy will assist us in ensuring that a
quorum is present or represented. Even though you return your proxy, you may nevertheless attend
the Special Meeting and vote your shares in person if you wish. If you want to revoke your proxy
at a later time for any reason, you may do so in the manner described in the attached Proxy
Statement. This Proxy Statement is being sent to you on or about September 7, 2007.
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By Order of the Board of Directors,
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/s/ Mark W. Reynolds |
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Mark W. Reynolds
Corporate Secretary |
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September 7, 2007
Atlanta, Georgia
GEOVAX LABS, INC.
1256 Briarcliff Road
Atlanta, Georgia 30306
PROXY STATEMENT
For The
SPECIAL MEETING OF STOCKHOLDERS
To Be Held September 28, 2007
ABOUT THE PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of your proxy by the
Board of Directors of GeoVax Labs, Inc., an Illinois corporation, for use at our Special Meeting of
Stockholders to be held at the offices of the Company, 1256 Briarcliff Road, Emtech Bio Suite 500,
Atlanta, Georgia on Friday, September 28, 2007, at 10:00 A.M. local time and at any meeting
following adjournment thereof. The Notice of Special Meeting, this Proxy Statement and the
accompanying proxy card are being sent to you on or about September 7, 2007.
Revocability of Proxy and Voting of Shares
If you give us a proxy you will have the power to revoke it at any time before it is
exercised. The proxy may be revoked before it is exercised by sending a written revocation or a
duly executed proxy bearing a later date to us at our principal executive offices located at 1256
Briarcliff Road, Emtech Bio, Suite 500, Atlanta, Georgia 30306. The proxy may also be revoked by
attending the meeting and voting in person.
When the proxy is properly executed, dated and returned, the shares it represents will be
voted in accordance with any directions noted on it. If no instructions are indicated, the proxy
will be voted FOR the approval of the amendment to our Articles of Incorporation to increase the
number of authorized shares of our common stock. We currently know of no other matters to be
considered at the Special Meeting of Stockholders. If, however, any other matters come before the
Special Meeting of Stockholders, or any adjournment or adjournments thereof, the persons named in
the proxy will vote the proxy in accordance with their best judgment on any such matter.
Record Date, Voting Rights and Outstanding Shares
The Board of Directors has fixed August 9, 2007 as the record date (the Record Date) for
determining holders of our common stock, $0.001 par value per share, who are entitled to vote at
the meeting. As of the Record Date, we had 712,834,703 shares of common stock outstanding and
entitled to vote. Each share of common stock entitles the record holder to one vote on the
proposal to be voted upon at the meeting. A majority of the shares of common stock issued and
outstanding and entitled to vote at the meeting will constitute a quorum at the meeting. If a
quorum exists, action on the proposal is approved if two-thirds of the votes in attendance at the
meeting are cast in favor of the action. Unless otherwise marked or indicated on the proxy, your
shares will be voted FOR the approval of the amendment to our Articles of Incorporation to
increase the number of authorized shares of our common stock.
Solicitation
We will pay all costs associated with the distribution of this Proxy Statement, including the
costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending this Proxy Statement to the
beneficial owners of our common stock.
Approval of proposal
As noted above, each share of common stock is entitled to one vote. If a quorum exists, the
proposal must receive the vote of two-thirds of the issued and outstanding shares of common stock
in attendance at the meeting in order to pass.
PROPOSAL
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
General
Our Articles of Incorporation, as amended, provide that the total number of shares of capital
stock that we are authorized to issue is 860,000,000, consisting of 850,000,000 shares of common
stock and 10,000,000 shares of preferred stock. On July 25, 2007, subject to approval by our
stockholders, our board of directors approved an amendment to our Articles of Incorporation to
increase the number of shares of common stock that we are authorized to issue to from 850,000,000
to 900,000,000.
Reasons for Amendment
We must increase the number of authorized shares of our common stock in order to have a
sufficient number of authorized shares to issue in connection with a subscription agreement we
entered into on July 30, 2007 with PURE Capital, LLC (the Investor). Pursuant to the agreement,
in exchange for an aggregate purchase price of $7,500,000, we agreed to sell to the Investor in two
closings an aggregate of 48,387,097 shares of our common stock and warrants to purchase an
aggregate of 35,000,000 shares of our common stock, exercisable within a 3 year period. At the
first closing (First Closing), which is expected to occur during August 2007, in exchange for
$3,500,000 the Investor will acquire 22,580,645 shares of our common stock and a warrant to
purchase 18,333,333 shares of our common stock at an exercise price of $0.33 per share. At the
second closing (Second Closing), which is expected to occur in November 2007, in exchange for
$4,000,000 the Investor will acquire 25,806,452 shares of our common stock and a warrant to
purchase 16,666,667 shares of our common stock at an exercise price which shall be equal to the
closing market price on the day prior to the Second Closing.
As of August 17, 2007, of the 850,000,000 shares of our common stock authorized by our
articles of incorporation, 712,834,703 shares were issued and outstanding and 73,771,605 shares
were reserved for issuance in connection with outstanding stock purchase warrants, and in
accordance with our 2006 Equity Incentive Plan, including potential exercise of stock options under
such plan. Upon completion of the First and Second Closings, 761,221,800 shares of our common
stock will have been issued and outstanding and 108,771,605 shares shall have been reserved for
issuance in connection with our 2006 Equity Incentive Plan and potential exercise of all warrants
presently under consideration, thus potentially, exceeding our current number of 850,000,000
authorized shares of common stock. After the proposed increase in the number of authorized shares
of our common stock to 900,000,000 and completion of the Second Closing, 30,006,595 shares of our
common stock would be authorized, but not issued or reserved for issuance under any present plans.
We expect that our future growth may require the use of our common stock from time to time
either as part of a financing for us either through the use of our common stock or securities
convertible into our common stock. Such shares may be issued in conjunction with both public
offerings and private placements of shares of our common stock. Our stockholders do not have any
preemptive rights to purchase additional shares of our common stock. Other than the Second
Closing, we do not have any current plans, proposals or understandings that would require the use
of the additional authorized shares of our common stock to be issued.
Effects of the Amendment
Stockholders should consider the following factors which may affect them, as well as the other
information contained in this proxy statement, in evaluating the proposal to approve the amendment
to our articles of incorporation to increase our authorized shares of common stock.
Possible Dilution from Future Issuance of Additional Shares. We are seeking to amend our
articles of incorporation to increase the number of authorized shares of our common stock from
850,000,000 to 900,000,000 shares, and the interests of the holders of our common stock could be
diluted as a result. Any future issuance of additional authorized shares of our common stock could
dilute future earnings per share, book value per share and voting power of existing stockholders.
Depending upon the circumstances under which such shares are issued, such
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issuances may reduce stockholders equity per share and may reduce the percentage ownership of
common stock of existing stockholders.
Form of Amendment
If the Amendment is approved, the text of the first paragraph of Article IV of our Articles of
Incorporation would read in its entirety as follows:
The total number of shares of all classes of stock which the Corporation shall
have the authority to issue is 910,000,000 shares, which are divided into two
classes consisting of: (a) 900,000,000 shares of Common Stock, par value $0.001 per
share, and (b) 10,000,000 shares of Preferred Stock, par value $0.01 per share.
Approval Required
Each share of common stock is entitled to one vote. A majority of the shares of common stock
issued and outstanding and entitled to vote at the meeting will constitute a quorum for
consideration of the proposal at the meeting. If a quorum exists, action on the proposal is
approved if two-thirds of the votes in attendance at the meeting are cast in favor of the proposal.
Abstentions and broker non-votes are counted in determining whether a quorum of shares of our
common stock is present at the special meeting. A broker non-vote occurs if a broker or other
nominee who holds shares in street name for customers who are beneficial owners of those shares
does not have discretionary authority with respect to the voting of the shares and has not received
instructions with respect the proposal from the customer. Neither broker non-votes nor
abstentions are included in the tabulation of the voting results on the proposal and, therefore,
they do not have the effect of votes in opposition in such tabulation.
Effective Date
The Amendment to our Articles of Incorporation will become effective upon filing such
Amendment with the Illinois Secretary of State.
Recommendation of our Board of Directors
Our board of directors has unanimously approved the amendment to our articles of incorporation
to increase the number of authorized shares of our common stock from 850,000,000 to 900,000,000,
has determined that this amendment to our articles of incorporation is advisable and in the best
interest of our stockholders and recommends that our stockholders vote FOR its approval.
VOTING SECURITIES
As of August 9, 2007, the Record Date, our authorized capitalization consisted of 850,000,000
shares of common stock, par value $.001 per share, and 10,000,000 shares of preferred stock, par
value $.01 per share. At the Record Date, we had 712,834,703 shares of common stock issued and
outstanding, 51,000,000 shares reserved for issuance pursuant to our 2006 Equity Incentive Plan, of
which options to purchase 38,127,757shares have been granted, and 22,771,605 shares reserved for
issuance pursuant to our common stock purchase warrants. No shares of preferred stock are issued
and outstanding.
Each share of common stock entitles its holder to one vote on each matter submitted to the
stockholders for a vote.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS AND OFFICERS
Based solely upon information made available to us, the following table sets forth information
with respect to the beneficial ownership of our common stock as of August 9, 2007 by (1) each
person who is known by us to beneficially own more than five percent of the common stock; (2) each
director and nominee for director; (3) each of the named executive officers listed in the Summary
Compensation Table below under the caption Compensation of
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Directors and Executive Officers; and (4) all executive officers and directors as a group. Except
as otherwise indicated, the holders listed below have sole voting and investment power with respect
to all shares of common stock beneficially owned by them.
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Number of Shares |
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Beneficially |
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Name and Address of Beneficial Owner (1) |
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Owned |
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Percentage |
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Directors and Named Executive Officers: |
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Donald G. Hildebrand (3) |
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76,972,107 |
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10.2 |
% |
Andrew J. Kandalepas (4) |
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21,890,065 |
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3.0 |
% |
Robert T. McNally |
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617,742 |
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Dean G. Kollintzas (5) |
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440,000 |
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* |
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Mark W. Reynolds (6) |
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600,000 |
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* |
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Jack N. Spencer (7) |
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440,000 |
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* |
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All executive officers and directors as a group (6 persons) (8) |
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100,959,914 |
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13.4 |
% |
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5% Stockholders: |
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Emory University
Administration Building 101
201 Dowman Drive
Atlanta, Georgia 30322 |
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233,905,253 |
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31.8 |
% |
Harriet L. Robinson (9)
c/o GeoVax Labs, Inc.
1256 Briarcliff Road, Suite 500
Atlanta, Georgia 30306 |
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69,321,865 |
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9.3 |
% |
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* |
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Less than 1% |
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(1) |
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Except as otherwise indicated, the business address of each director and executive officer
listed is c/o GeoVax Labs, Inc., 1256 Briarcliff Road, Suite 500, Atlanta, Georgia 30306. |
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(2) |
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This table is based upon information supplied by officers and directors, and with respect to
principal shareholders, Schedules 13D and 13G filed with the SEC. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange Commission. Applicable
percentage ownership is based on 712,834,703 shares of common stock outstanding as of August
17, 2007. In computing the number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options currently exercisable, or
exercisable within 60 days of August 17, 2007, are deemed outstanding. |
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(3) |
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Includes 59,180,847 shares of common stock and options to purchase 17,791,260 shares of
common stock exercisable within 60 days of August 9, 2007. |
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(4) |
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Includes 21,290,065 shares of common stock and options to purchase 600,000 shares of common
stock exercisable within 60 days of August 9, 2007. |
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(5) |
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Includes 440,000 shares of common stock exercisable within 60 days of August 9, 2007. |
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(6) |
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Includes 600,000 shares of common stock exercisable within 60 days of August 9, 2007. |
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(7) |
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Includes 440,000 shares of common stock exercisable within 60 days of August 9, 2007. |
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(8) |
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Includes 81,088,654 shares of common stock and options to purchase 19,871,260 shares of
common stock exercisable within 60 days of August 9, 2007. |
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(9) |
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Includes 60,426,235 shares of common stock and options to purchase 8,895,630 shares of common
stock exercisable within 60 days of August 9, 2007. The stock options held by Dr. Robinson
are pursuant to her service as Chairman of our Scientific Advisory Board. |
ABSENCE OF APPRAISAL RIGHTS
We are incorporated in the State of Illinois and, accordingly, are subject to the Illinois
General Corporation Act. Under the Illinois General Corporation Act, our stockholders are not
entitled to appraisal rights with respect to the proposal to be acted upon at the special meeting.
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