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
December 6, 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.
(b)(1) On December 6, 2010, Mr. Allen D. Allen voluntarily resigned as the
Company's President and CEO and was elected by the Company's Board as the
Company's Chief Technical Officer. Mr. Allen will remain the Chairman of the
Board of Directors.
(c) (1)(2) On December 6, 2010, the Company's Board elected Kenneth J. Van Ness,
Age 59 to fill the vacancy of the Company's President and CEO to serve until the
next annual meeting of the Directors. Mr. Van Ness has been a Director of the
Company since June 2010. From 1999 to the present Mr. Van Ness has been the
managing member of two private equity companies, Greenwood Hudson Portfolio LLC
and Technolgy Capital Services, LLC comprised of investments in over 20 public
companies. From 1996 until December 2005 Mr. Van Ness was the Managing Director
for Medallion Mortgage and Financial Services. From November 1995 until August
1996 he was the Managing Partner for the Branch office of Bankers Financial
Funding Service Corporation.
(3) The Company's Compensation Committee approved an annual base salary of
$200,000 to paid semimonthly. Bonuses shall be paid as follows:
On March 31, 2011 if the Company has over $1,000,000 in cash Mr. Van
Ness will receive a bonus of $50,000.
On June 30, 2011 if the Company has over $1,500,000 in cash Mr. Van
Ness will receive a bonus of $50,000.
On September 30, 2011 if the Company has over $2,000,000 in cash Mr.
Van Ness will receive a bonus of $50,000.
On December 31, 2011 if the Company has over $3,000,000 in cash Mr.
Van Ness will receive a bonus of $50,000.
The bonuses are retroactive if the cash goals are received in a later quarter.
Mr. Van Ness will receive a bonus of 5% for any funds raised during the calendar
year 2011 above $5,000,000 with a maximum cap of $500,000.
Mr. Van Ness was granted 500,000 nonqualified stock options under the Company's
Stock Option and Incentive Plan at an exercise price of $1.19. 25% of the
options will vest after first anniversary and 6.25% will vest at the end of each
following quarter. All options vest immediately upon a change of control.
Options would expire 90 days after termination.
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 as Company's President and CEO.
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: December 8, 2010 By: /s/ Kenneth J. Van Ness
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Kenneth J. Van Ness
President and CEO