-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tpw89nJkErGFiXOOJdnAkbqk+IJ4jlKnMpvQztvvyOmwECpB5SCv6n5+j/yozELc zbBBkAsJm8oVVnjuFymc5w== 0000946644-05-000004.txt : 20050321 0000946644-05-000004.hdr.sgml : 20050321 20050321135454 ACCESSION NUMBER: 0000946644-05-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050321 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050321 DATE AS OF CHANGE: 20050321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERX BIOPHARMA INC CENTRAL INDEX KEY: 0000946644 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 520845822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13441 FILM NUMBER: 05693764 BUSINESS ADDRESS: STREET 1: 1617 JFK BLVD #660 STREET 2: ONE PENN CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 2159880080 MAIL ADDRESS: STREET 1: 1617 JFK BLVD STREET 2: ONE PENN CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19103 8-K 1 r8k32105.txt 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 21, 2005 ( March 21, 2005) HEMISPHERX BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 0-27072 52-0845822 (state or other juris- (Commission (I.R.S. Employer diction of incorporation) File Number) (Identification No.) 1617 JFK Boulevard, Philadelphia, Pennsylvania 19103 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 988-0080 --------------------------------------------------------------- (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)) Section 5 - Corporate Governance and Management - ----------------------------------------------- Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 21, 2005, our Board of Directors appointed Steven D. Spence to our Board of Directors. Mr. Spence is an independent director and he will serve on the Audit and Executive committees of our Board of Directors. The press release announcing the appointment of Mr. Spence to our Board of Directors is furnished as Exhibit 99 and incorporated by reference. Item 9.01 Financial Statements and Exhibits - ------------------------------------------- (c) Exhibits. 99 Press Release dated March 21, 2005 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. HEMISPHERX BIOPHARMA, INC. March 21, 2005 By: /s/ William A. Carter -------------------------- William A. Carter M.D., Chief Executive Officer EX-99 2 rpr_0305.txt Exhibit 99 Hemispherx Biopharma Inc. Appoints Steven D. Spence to the Board of Directors Former Managing Director of Merrill Lynch appointed to Executive and Audit - -------------------------------------------------------------------------------- Committees - ----------- Philadelphia, PA, March 21, 2005-Hemispherx Biopharma Inc. (AMEX: HEB) has - --------------------------------------------------------------------------- appointed Steven D. Spence to its Board of Directors, bringing the total number of board members to six and the number of independent directors to four. Mr. Spence, a former Managing Director of Merrill Lynch, brings to the board twenty years of experience in the financial services industry. Mr. Spence spent 16 years at Merrill Lynch, the last six as a Managing Director. During his tenure at Merrill Lynch, he held several high-ranking management positions including Chief Operating Officer for the Security Services Division, Global Head of the Broker Dealer Security Services Division, and Global Head of Financial Futures and Options. At Merrill Lynch, Mr. Spence's accomplishments included the creation of a consolidated clearing and financing division, which resulted in increased revenues of over 50% in its first year of operation. He also was instrumental in the restructuring of Merrill Lynch's futures and options business. In addition, Mr. Spence was in charge of the Asian futures and options business, which under his direction became an integral part Merrill Lynch's global business. "We are honored to have Steven join our board of directors. As his experience indicates, he brings a wealth of talent and knowledge to Hemispherx. At this crucial juncture in the company's history it will be a great benefit to have access to Steven's expertise in communicating and working with the financial community as an independent director," said Dr. William Carter, CEO of Hemispherx Biopharma. Mr. Spence is currently the managing partner of Valued Ventures, a consultancy that he founded in 2003 to foster the development of micro and small cap companies. He is a graduate of Columbia College, Columbia University in New York City. About Hemispherx - ---------------- Hemispherx Biopharma, based in Philadelphia, is a biopharmaceutical company engaged in the manufacture and clinical development of new drug entities. Its flagship products include Alferon N(R) and the experimental antiviral products, Ampligen(R) and Oragens(TM). These novel Alferon-N proteins, commercially available for a category of STD infection, and experimental nucleic acids are being developed for globally important chronic diseases and disorders of the immune system including HPV, HIV, CFS and Hepatitis. Its four major technology platforms include large-and small-agent components for potential treatment of various chronic viral infections, and are being developed with various corporate, governmental and academic collaborators worldwide. Hemispherx has more than 200 patents comprising its core intellectual property estate, a fully commercialized product (Alferon N(R)) and GMP certified manufacturing facilities for its novel pharma products. For more information please visit www.hemispherx.net Information contained in this news release other than historical information, should be considered forward-looking and is subject to various risk factors and uncertainties. For instance, the strategies and operations of Hemispherx involve risk of competition, changing market conditions, change in laws and regulations affecting these industries and numerous other factors discussed in this release and in the Company's filings with the Securities and Exchange Commission. Any specifically referenced investigational drugs and associated technologies of the company (including Ampligen and Oragens) are experimental in nature and as such are not designated safe and effective by a regulatory authority for general use and are legally available only through clinical trials with the referenced disorders. The forward-looking statements represent the Company's judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements. Only Clinical Studies under well-controlled conditions can establish efficacy and safety of any product. Clinical trials for other potential indications of the approved biologic Alferon N do not imply that the product will ever be specifically approved commercially for these other treatment indications including avian flu. Contact information: Company Contact: Dianne Will IR@Hemispherx.com (215) 988-0080 Investor Contact: Erik Lux/ Adam Holdwsorth/John Nesbett Investor Relations Group (212) 825-3210 Media Contact: Stephanie Schroeder Investor Relations Group (212) 825-3210 -----END PRIVACY-ENHANCED MESSAGE-----