S-8 POS 1 s8pos.txt S-8 POS Registration No. 333-88026 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement Under The Securities Act of 1933 GENEREX BIOTECHNOLOGY CORPORATION (Exact name of issuer as specified in its charter) Delaware 82-0490211 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 33 Harbour Square, Suite 202 Toronto, Ontario, Canada M5J 2G2 416/364-2551 (Address of principal executive offices) Amended Generex Biotechnology Corporation 2001 Stock Option Plan ---------------------- (full title of plan) Anna E. Gluskin, Chairman, President and Chief Executive Officer 33 Harbour Square, Suite 202 Toronto, Ontario, Canada M5J 2G2 (Name and address of agent for service) 416/364-2551 (Telephone number, including area code, of agent for service) Copy to: Gary A. Miller, Esquire Eckert Seamans Cherin & Mellott, LLC 1515 Market Street, Ninth Floor Philadelphia, PA 19102-1909 215/851-8400 CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of Securities to Amount to be offering price aggregate registration be registered registered (1) per share offering price fee --------------------------------------------------------------------------------------------------------- Common Stock $.001 par value 4,000,000 $1.68 $6,720,000 $851.42
(1) This Amendment No. 1 to Registration Statement on Form S-8 covers an additional 4,000,000 shares of common stock of Generex Biotechnology Corporation which may be offered or sold pursuant to the Amended Generex Biotechnology Corporation 2001 Stock Option Plan (the "Plan"). In addition, pursuant to Rule 416(a) and (b) under the Securities Act of 1933, this Amendment No. 1 also covers an indeterminate number of additional shares that may become issuable under the Plan pursuant to anti-dilution and adjustment provisions thereof as a result of stock splits, stock dividends or similar transactions. (2) Offering prices per share of the additional 4,000,000 shares authorized under the Plan are calculated pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of our common stock as reported on the Nasdaq Stock Market's SmallCap Market on February 10, 2004 ($1.68) Explanatory Note This Amendment No. 1 to Registration Statement on Form S-8 is filed to register an additional 4,000,000 shares of our common stock for issuance upon the exercise of stock options that have been granted or may be granted under the Amended Generex Biotechnology Corporation 2001 Stock Option Plan (the "Plan"). The Plan was initially adopted by our Board of Directors May 4, 2001 and ratified by our shareholders on March 18, 2002. An amendment to the Plan increasing the number of shares of our common stock underlying stock options that may be granted pursuant to the Plan was ratified by our shareholders on November 4, 2003. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS This Amendment No. 1 to Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-88026) filed with the Securities and Exchange Commission on May 10, 2002 to the extent not inconsistent with this Amendment No. 1. The documents containing the information specified in Part I of Form S-8 (plan information, registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Amendment No. 1, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed with the Securities and Exchange Commission by Generex Biotechnology Corporation under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2003, filed with the Commission on October 29, 2003, as amended by a Form 10-K/A filed with the Commission on November 28, 2003. (2) The Company's Quarterly Report on Form 10-Q for the period ended October 31, 2003, filed with the Commission on December 15, 2003. (3) The Company's Current Report on Form 8-K filed with the Commission on February 3, 2004. (4) The Company's Current Report on Form 8-K filed with the Commission on January 6, 2004. (5) The Company's Current Report on Form 8-K filed with the Commission on August 15, 2003. (6) The Company's Current Report on Form 8-K filed with the Commission on September 9, 2003. (7) The Company's Preliminary Proxy Statement on Schedule 14A filed with the Commission on October 3, 2003 and amended October 7, 2003, and its Definitive Proxy Statement filed on October 14, 2003. (8) The Company's Preliminary Proxy Statement on Schedule 14A filed with the Commission on January 27, 2004. (9) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Amendment No. 1 and prior to the filing of a second post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Amendment No. 1 to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Amendment No. 1. Item 8. Exhibits. Exhibit Number Description ------ ----------- 4.1 Amended Generex Biotechnology Corporation 2001 Stock Option Plan. 5 Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the legality of the securities being registered 23.1.1 Consent of BDO Dunwoody, LLP, independent public accountants 23.1.2 Consent of Deloitte & Touche LLP, independent public accountants 23.1.3 Consent of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit 5) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Generex certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, in her capacity as President, on the 12th day of February 2004. GENEREX BIOTECHNOLOGY CORPORATION By: /s/ Anna E Gluskin -------------------------- Anna E. Gluskin, President SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
Name Capacity in which signed Date ---- ------------------------ ---- /s/ Anna E. Gluskin President, Chief Executive Officer February 12, 2004 ------------------------- and Director Anna E. Gluskin /s/ Rose C. Perri Secretary, Treasurer, Chief Operating February 12, 2004 ------------------------- Officer, Acting CFO and Director Rose C. Perri /s/ Gerald Bernstein Vice President and Director February 12, 2004 ------------------------- Gerald Bernstein /s/ John P. Barratt Director February 12, 2004 ------------------------- John P. Barratt /s/ J. Michael Rosen Director February 12, 2004 ------------------------- J. Michael Rosen /s/ Mindy Allport-Settle Director February 12, 2004 ------------------------- Mindy Allport-Settle /s/ Slava Jarnitskii Controller February 12, 2004 ------------------------- Slava Jarnitskii
GENEREX BIOTECHNOLOGY CORPORATION EXHIBIT INDEX Exhibit Number Description ------ ----------- 4.1 Amended Generex Biotechnology Corporation 2001 Stock Option Plan. 5 Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the legality of the securities being registered 23.1.1 Consent of BDO Dunwoody, LLP, independent public accountants 23.1.2 Consent of Deloitte & Touche LLP, independent public accountants 23.1.3 Consent of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit 5)