Dauphin Technology, Inc. Form 8-K 1/20/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) January
20, 2006
DAUPHIN
TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Illinois
(State
or
Other Jurisdiction of
Incorporation)
33-4537-D
|
87-0455038
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
1014
East Algonquin Road, Schaumburg, IL
|
60173
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
847-303-6566
(Registrant’s
Telephone Number, Including Area Code)
(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 (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 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
1.01 Entry Into a Material Definitive Agreement
On
January 20, 2006, the registrant, Dauphin Technology, Inc. (“Dauphin”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”) by and among
Dauphin, GeoVax, Inc. (“GeoVax”), a privately-held Georgia corporation, and
GeoVax Acquisition, Inc. (“Merger Sub”), a Georgia corporation which is a
wholly-owned subsidiary of Dauphin.
GeoVax
is
a development stage biotechnology company established to develop,
license and
commercialize the manufacture and sale of human vaccines for diseases caused
by
Human Immunodeficiency Virus (“HIV”) and other infectious agents. GeoVax was
incorporated in Georgia on June 27, 2001. Dauphin has been inactive since 2003
and its business plan has been to acquire another operating company in a reverse
merger transaction.
Upon
closing of the merger transaction contemplated under the Merger Agreement (the
“Merger”), Merger Sub will be merged with and into GeoVax, and GeoVax will
survive as a wholly-owned subsidiary of Dauphin. In addition, pursuant to the
terms and conditions of the Merger Agreement:
· |
All
of the shares of GeoVax issued and outstanding immediately prior
to the
closing of the Merger will be converted into an aggregate of 490,332,879
shares of Dauphin common stock.
|
· |
Immediately
after closing of the Merger, there will be approximately 733,332,879
shares of Dauphin common stock issued and outstanding, of which
approximately 67% will be held by the former shareholders of
GeoVax.
|
· |
Each
outstanding option or warrant to acquire GeoVax capital stock will,
upon
closing of the Merger, be assumed by Dauphin and will thereafter
be
exercisable for shares of Dauphin common stock pursuant to their
respective terms and conditions. If all of such warrants and options
are
exercised, of which there can be no assurance, an additional 39,678,736
shares of Dauphin common stock will be issued in connection with
such
exercise.
|
|
·
|
As
a condition to the closing of the Merger, Dauphin must (i) have net
cash
assets of not less than $13,000,000 and substantially no liabilities;
(ii)
have all of its Series A Preferred Stock converted into common stock;
(iii) be current in its Securities and Exchange Commission reports
and
filings; (iv) have not more than 243,000,000 shares issued and outstanding
(not including shares issued in the Merger); (v) amend its articles
of
incorporation to change its name to GeoVax Labs, Inc.; (vi) amend
its
articles of incorporation to increase the number of shares of its
common
stock authorized from 100,000,000 to 850,000,000; and (vii) adopt
an
employee stock incentive plan for use following the closing of the
Merger
consisting of the right to issue up to 50,000,000 shares of Dauphin
common
stock under the plan.
|
· |
The
composition of Dauphin’s (which will then be known as GeoVax Labs, Inc.)
board of directors will be determined prior to the closing of the
Merger.
|
· |
The
Merger Agreement contains customary representations and warranties,
pre-closing covenants, and closing conditions, including approval
of the
Merger and related transactions by GeoVax’s shareholders and by Dauphin’s
shareholders. In an effort to reduce the expenses and time associated
with
the calling and holding of a special meeting of shareholders, Dauphin
anticipates that in lieu of holding a special meeting of shareholders,
it
will obtain written consent of the Merger and related transaction
from a
limited number of shareholders that own a majority of the issued
and
outstanding voting securities of Dauphin. After such consent is obtained,
Dauphin will distribute an Information Statement concerning the Merger
to
its remaining shareholders.
|
As
of the
date of the Merger Agreement and currently, there were no material relationships
between Dauphin, or its affiliates, and GeoVax, other than as contemplated
by
the Merger Agreement.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Merger
Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by
reference. Also attached as an exhibit to this Form 8-K is a copy of a Press
Release issued by Dauphin on January 20, 2006, announcing the signing of the
Merger Agreement.
Item
9.01 Financial Statements and Exhibits
C
-
Exhibits
|
Exhibit
Number
|
Description
|
|
|
|
|
|
Agreement
and Plan of Merger
|
|
|
Press
Release
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
Dated:
January 24, 2006
|
DAUPHIN
TECHNOLOGY, INC.
|
|
|
|
|
|
By:
/s/
Andrew J. Kandalepas
|
|
President/Chairman
of the Board
|