S-8 POS

As filed with the Securities and Exchange Commission on October _, 2009.

Registration No. 333-145412

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 Registrant as Specified in its Charter)

________________

Delaware	98-0178636
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

33 Harbour Square, Suite 202

Toronto, Ontario, Canada M5J 2G2

(Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED

GENEREX BIOTECHNOLOGY CORPORATION

2006 STOCK PLAN

(Full Title of the Plan)

________________

Anna E. Gluskin

Chairwoman, President and Chief Executive Officer

Generex Biotechnology Corporation

33 Harbour Square, Suite 202

Toronto, Ontario, Canada M5J 2G2

(416) 364-2551

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

________________

Copies of all communications, including all communications sent to agent for service, should be sent to:

Gary A. Miller

Eckert Seamans Cherin & Mellott, LLC

Two Liberty Place

50 South 16th Street – 22nd Floor

Philadelphia, PA 19102

(215) 851-8400

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered (1)	Amount To Be Registered	Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price			Amount Of Registration Fee
Common Stock, $.001 par value	20,000,000 shares	$	0.675	(2)	$	13,500,000	(2)	$	753.30

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this post-effective amendment no. 1 to this registration statement covers an indeterminate number of additional shares that may become issuable under the Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan pursuant to anti-dilution and adjustment provisions thereof as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(c) and (h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined based on the average of the high and low prices of Generex Biotechnology Corporation’s common stock as reported on the NASDAQ Stock Market’s Capital Market on October 21, 2009 ($0.675).

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Registration Statement File No. 333-145412 is being filed by the registrant, Generex Biotechnology Corporation (the “Company”), for the purpose of increasing the number of shares of common stock to be issued under the Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan (the “Plan”) by 20,000,000 shares, from 10,000,000 shares to 30,000,000 shares, pursuant to General Instruction E on Form S-8 (Registration of Additional Securities).  The contents of the original registration statement (File No. 333-145412) are hereby incorporated by reference and made a part hereof.  The stockholders of the registrant approved amending the Plan for this purpose at the annual meeting of stockholders on July 30, 2009.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents heretofore filed with the SEC by us under the Securities and Exchange Act of 1934, as amended, are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K filed with the SEC on October 14, 2009 , for the year ended July 31, 2009;

(b) The portions of the Company’s Definitive Proxy Statement on Schedule 14A that are deemed “filed” with the SEC under the Securities Exchange Act of 1934, as amended, filed on June 18, 2009;

(c) The Company’s Current Reports on Form 8-K filed with the SEC on August 6, 2009, September 15, 2009, October 1, 2009, October 14, 2009, October 15, 2009, October 20, 2009 and October 23, 2009; and

(d) The description of the Company’s common stock contained in the Company’s Form 10 filed with the SEC on December 14, 1998, as amended by a Form 10/A filed with the SEC on February 24, 1999, and including any amendment or report subsequently filed for the purpose of updating the description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities then 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 herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that such statement is modified or superseded by a subsequently filed document which also is or is deemed to be incorporated by reference herein.  Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement except as so modified or superseded.

Item 5.  Interests of Named Experts and Counsel.

Certain members of the firm of Eckert Seamans Cherin & Mellott, LLC own additional shares (less than one percent in total) that they purchased from time to time for cash, either from us or in the public market.

Item 8.  Exhibits.

Exhibit
Number	Description of Exhibit(1)
4.1	Restated Certificate of Incorporation of Generex Biotechnology Corporation
4.2	Amended and Restated Bylaws of Generex Biotechnology Corporation (incorporated by reference to Exhibit 3.2(ii) to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2007)
4.3	Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan (incorporated by reference Appendix B to the Company’s Definitive Proxy Statement filed with the SEC on June 18, 2009)
5.1	Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the legality of the securities being registered
23.1	Consent of MSCM LLP
23.2	Consent of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
(1) In case of incorporation by reference to documents filed by the Company under the Exchange Act, the Company’s file number under the Exchange Act is 000-25169.

Pursuant to Form S-8, Part II, Item 8(b), the Generex Biotechnology Corporation 2006 Stock Plan is not subject to the requirements of ERISA, and no action will be taken to qualify said plan under Section 401 of the Internal Revenue Code of 1986, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, Canada, on this 23rd day of October, 2009.

GENEREX BIOTECHNOLOGY CORPORATION
By:	/s/    Anna E. Gluskin
	Anna E. Gluskin, CEO and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anna E. Gluskin and Mark A. Fletcher, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including additional post-effective amendments) and additions to this Post Effective Amendment No. 1 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 has been signed below 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 and	October 23, 2009
Anna E. Gluskin	Director (Principal Executive Officer)
/s/ Rose C. Perri	Chief Operating Officer, Chief Financial	October 23, 2009
Rose C. Perri	Officer, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ Brian T. McGee	Director	October 23, 2009
Brian T. McGee
/s/ John P. Barratt	Director	October 23, 2009
John P. Barratt
/s/ Nola E. Masterson	Director	October 23, 2009
Nola E. Masterson
/s/ Slava Jarnitskii	Controller	October  23, 2009
Slava Jarnitskii

GENEREX BIOTECHNOLOGY CORPORATION

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit(1)
4.1	Restated Certificate of Incorporation of Generex Biotechnology Corporation
4.2	Amended and Restated Bylaws of Generex Biotechnology Corporation (incorporated by reference to Exhibit 3.2(ii) to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2007)
4.3	Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan (incorporated by reference Appendix B to the Company’s Definitive Proxy Statement filed with the SEC on June 18, 2009)
5.1	Opinion of Eckert Seamans Cherin & Mellott, LLC regarding the legality of the securities being registered
23.1	Consent of MSCM LLP
23.2	Consent of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

(1)  In case of incorporation by reference to documents filed by the Company under the Exchange Act, the Company’s file number under the Exchange Act is 000-25169.

EX-4.1

EXHIBIT 4.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

GENEREX BIOTECHNOLOGY CORPORATION

Generex Biotechnology Corporation, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), hereby certifies as follows:

1.             The present name of the Corporation is Generex Biotechnology Corporation. The date of filing of its original Certificate of Incorporation with the Secretary of State was September 4, 1997. The Corporation was originally known as Generex Biotechnology Corporation. On January 16, 1998, in connection with the filing of a Certificate of Merger, its name was changed to GBC - Delaware, Inc. On April 28, 1999, in connection with the filing of a Certificate of Merger, the Corporation changed its name back to Generex Biotechnology Corporation.

2.             This Restated Certificate of Incorporation has been duly adopted by unanimous written consent of the Board of Directors of the Company without a vote of the stockholders of the Company in accordance with the applicable provisions of Sections 141 and 245 of the General Corporation Law of the State of Delaware.

3.             This Restated Certificate of Incorporation was duly adopted by the Corporation's Board of Directors in accordance with the provisions of Section 245 of the Delaware General Corporation Law and only restates and integrates, but does not further amend, the provisions of the Corporation's Certificate of Incorporation, as heretofore amended or supplemented. The text of the Certificate of Incorporation of the Corporation is hereby restated without further amendment to read as follows:

FIRST: The name of the Corporation is Generex Biotechnology Corporation.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is as follows:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The aggregate number of shares of all classes of stock that this Corporation shall have the authority to issue is 751,000,000 shares, consisting of (a) 750,000,000 shares of common stock, par value $.001 per share, and (b) 1,000,000 shares of preferred stock, par value $.001 per share.  The preferred stock may be issued in one or more series and may have preferences as to dividends and to liquidation of the Corporation.  The Board of Directors of the Corporation shall establish the specific rights, preferences, voting privileges and restrictions of such preferred stock or any series thereof.

FIFTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided:

1.             Election of directors need not be by written ballot.

2.             The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

SIXTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

EIGHTH: Section 203 of the General Corporation Law of Delaware, as amended, shall not be applicable to this corporation.

 In accordance with Section 103(a)(2) and Section 103(b)(2) of the General Corporation Law of the State of Delaware, the Corporation hereby executes and acknowledges this Restated Certificate of Incorporation this 9th day of September, 2009.

GENEREX BIOTECHNOLOGY CORPORATION
By:	/s/ Rose C. Perri
	Name:  Rose C. Perri
	Title:  Secretary & Chief Financial Officer

EX-5.1

EXHIBIT 5.1

[Letterhead of Eckert Seamans Cherin & Mellott, LLC]

October 23, 2009

Generex Biotechnology Corporation

33 Harbour Square, Suite 202

Toronto, Ontario

Canada  M5J 2G2

RE:  Post-Effective Amendment No. 1 to Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Generex Biotechnology Corporation (the "Company") in connection with the preparation and filing of Post-Effective Amendment No. 1 to Registration Statement File No. 333-145412 on Form S-8 (the "Amendment") under the Securities Act of 1933, as amended, relating to an offering of up to an additional 20,000,000 shares of the Company's Common Stock, par value $.001 per share (the "Shares"), to be issued in the form of restricted stock or upon the exercise of options granted under the Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan (the "Plan").

We are familiar with the Amendment and the Plan.  We have reviewed the Company's Restated Certificate of Incorporation and Amended and Restated By-laws, each as amended to date, and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares and the authorization of the Plan, certified by the Company. We also have examined such public and private corporate documents, certificates, instruments and corporate records, and have examined such matters of law, as we have deemed necessary for the purpose of expressing an opinion on the matters set forth below. In all examinations of documents we have assumed the genuineness of all signatures appearing on such documents, the genuineness and authenticity of all original documents and the conformity to authentic original documents of all copies.

On the basis of the foregoing, we are of the opinion that when issued, delivered and paid for in accordance with the Plan, and any applicable award agreements entered into in accordance therewith, the Shares have been or will be duly authorized, validly issued, fully paid and non-assessable.

For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of the Shares at issue: (a) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; and (b) the Restated Certificate of Incorporation of the Company, as currently in effect, will not have been modified or amended and will be in full force and effect.

We are members of the bar of the Commonwealth of Pennsylvania and our opinion herein is limited to the Delaware General Corporation Law and the federal laws of the United States of America, to the extent applicable.

Our opinion that any document is legal, valid and binding is qualified as to:

(a)           limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally;

(b)           rights to indemnification and contribution, which may be limited by applicable law or equitable principles; and

(c)           general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief and limitation of rights of acceleration, regardless of whether such enforceability is considered in a proceeding in equity or at law.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Amendment.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ ECKERT SEAMANS CHERIN & MELLOTT, LLC

GAM/BLM

EX-23.1

EXHIBIT 23.1.

Consent of Independent Registered Public Accounting Firm

Generex Biotechnology Corporation

Toronto, Ontario

We consent to the incorporation by reference in this Post Effective Amendment No. 1 to Registration Statement No. 333-145412 on Form S-8 of our report dated October 6, 2009 relating to the consolidated financial statements and Schedule II included in the Annual Report of Generex Biotechnology Corporation on Form 10-K for the year ended July 31, 2009.

/s/ MSCM LLP

MSCM LLP

Toronto, Canada

October 21, 2009