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 21, 2010 ------------------------------------------------ Date of Report (date of earliest event reported) CYTODYN INC. ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Colorado 000-49908 75-3056237 --------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 1511 Third Street, Santa Fe, New Mexico 87505 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (505) 988-5520 -------------------------------------------------- Registrant's Telephone Number, Including Area Code Not applicable ----------------------------------------------------------- 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 7.01 REGULATION FD DISCLOSURE. The Company has issued a letter to shareholders regarding the continuing development of CytoDyn. 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 99.1 Letter to Shareholders dated December 20, 2010 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 21, 2010 By: /s/ Kenneth J. Van Ness ---------------------------------- Kenneth J. Van Ness President and CEO