0001004878-15-000078.txt : 20150318
0001004878-15-000078.hdr.sgml : 20150318
20150318162946
ACCESSION NUMBER: 0001004878-15-000078
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150316
ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20150318
DATE AS OF CHANGE: 20150318
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CEL SCI CORP
CENTRAL INDEX KEY: 0000725363
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 840916344
STATE OF INCORPORATION: CO
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11889
FILM NUMBER: 15710398
BUSINESS ADDRESS:
STREET 1: 8229 BOONE BLVD .
STREET 2: SUITE 802
CITY: VIENNA
STATE: VA
ZIP: 22182
BUSINESS PHONE: 7035069460
MAIL ADDRESS:
STREET 1: 8229 BOONE BLVD.
STREET 2: SUITE 802
CITY: VIENNA
STATE: VA
ZIP: 22182
FORMER COMPANY:
FORMER CONFORMED NAME: INTERLEUKIN 2 INC
DATE OF NAME CHANGE: 19880317
8-K
1
form8kamdbylaws3-15.txt
8-K AMENDING BYLAWS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 16, 2015
CEL-SCI CORPORATION
------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 001-11889 84-0916344
-------------------- ----------------------- ------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
----------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
--------------
N/A
-----------------------------
(Former name or former address if changed since last report)
Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in
Fiscal Year End.
On March 16, 2015, CEL-SCI's directors amended Article II, Section 4 of
the Company's bylaws (attached as Exhibit 3(ii)).
Item 9.01 Exhibits
Exhibit
Number Description of Document
------ -----------------------
3(ii) Amendment to Article II, Section 4 of the bylaws
2
SIGNATURES
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.
Date: March 16, 2015 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
--------------------------------------
Patricia B. Prichep
Senior Vice President of Operations
3
EX-3
2
form8kamdbylawex3ii3-15.txt
EXH 3(II) - AMENDED BYLAWS
EXHIBIT 3(ii)
AMENDMENT TO THE BYLAWS
OF CEL-SCI CORPORATION
ARTICLE II
STOCKHOLDER'S MEETINGS
Section 4. Voting:
------------------
At all meetings of stockholders, voting may be viva voce; but any qualified
voter may demand a stock vote, whereupon such vote shall be taken by ballot and
the Secretary shall record the name of the stockholder voting, the number of
shares voted, and, if such vote shall be by proxy, the name of the proxy holder.
Voting may be in person or by proxy appointed in writing, manually signed by the
stockholder or his duly authorized attorney-in-fact.
Each stockholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation. The Corporation may establish a record date, not to
exceed, in any case, 70 days preceding the meeting, for the determination of
stockholders entitled to vote. The Secretary of the Corporation shall make, at
least ten (l0) days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten (l0) days prior to such meeting,
shall be kept on file at the principal office of the Corporation and shall be
subject to inspection by any stockholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting.
Beneficial owners of this Corporation's common stock registered in the name
of Depository Trust & Clearing Corporation or any other clearing organization
will be recognized as stockholders entitled to vote in person or by proxy at any
meeting provided that the following procedures are followed.
o If the stockholder is voting at the meeting, the stockholder provides
a valid government issued identification document and brokerage
statement identifying the stockholder as the holder of shares of this
Corporation's common stock.
o If a person is voting on behalf of a stockholder at the meeting, the
person provides a signed proxy card and brokerage statement
identifying the stockholder voting by proxy as the holder of shares of
this Corporation's common stock.
o If the stockholder is voting by proxy, the stockholder sends a signed
proxy card and brokerage statement identifying the stockholder as the
holder of shares of this Corporation's common stock.
Each share of this Corporation's common stock that is listed on any brokerage
statement provided in person or by proxy will be entitled to one vote at any
meeting.