Delaware
|
|
98-0178636
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
Identification
No.)
|
|
|
|
33
Harbour Square, Suite 202, Toronto, Canada
|
|
M5J
2G2
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Title
of each class
|
|
Name
of each exchange on which registered
|
Common
Stock, $.001 par value per share
|
|
The
NASDAQ Stock Market LLC
|
|
Page
|
|
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2
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||
6
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||
20
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||
23
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||
25
|
||
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|
|
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|
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25
|
||
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26
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|
|
|
|
Name
|
|
Age
|
|
Position
Held with Generex
|
|
|
|
|
|
Anna
E. Gluskin
|
|
56
|
|
Chairman,
President, Chief Executive Officer and Director
|
|
|
|
|
|
Rose
C. Perri
|
|
40
|
|
Chief
Operating Officer, Chief Financial Officer, Treasurer, Secretary
and
Director
|
|
|
|
|
|
Gerald
Bernstein, M.D.
|
|
74
|
|
Director,
Vice President Medical Affairs
|
|
|
|
|
|
Mark
Fletcher, Esquire
|
|
42
|
|
Executive
Vice President and General Counsel
|
|
|
|
|
|
John
P. Barratt
|
|
63
|
|
Director
|
|
|
|
|
|
Brian
T. McGee
|
|
47
|
|
Director
|
|
|
|
|
|
Peter
G. Amanatides
|
|
43
|
|
Director
|
|
|
|
|
|
Nola
E. Masterson
|
|
61
|
|
Director
|
Named
Executive
|
Current
(Effective
August 1, 2004)
|
Fiscal
Year 2005
Retroactive
Adjustment
(Effective
August 1, 2005)
|
Fiscal
Year 2007
Retroactive
Adjustment
(Effective
January 1, 2007)
|
|||||||
Anna
E. Gluskin
President
and CEO
|
$
|
425,000
|
$
|
450,000
|
$
|
500,000
|
||||
Rose
C. Perri
COO,
CFO, Treasurer and Secretary
|
$
|
325,000
|
$
|
350,000
|
$
|
400,000
|
||||
Mark
A. Fletcher
EVP
and General Counsel
|
$
|
250,000
|
$
|
275,000
|
$
|
300,000
|
•
|
Ms.
Gluskin’s role as President, Chief Executive Officer and Chairperson of
the Board of Directors, as well as her efforts in securing financing
for
Generex;
|
•
|
Ms.
Perri’s roles as Chief Operating Officer, Chief Financial Officer,
Treasurer and Secretary; and
|
•
|
Mr.
Fletcher’s role as General Counsel and Executive Vice President, as well
as his efforts as chief legal compliance officer for
Generex.
|
Named
Executive
|
Restricted
Shares
|
|||
Anna
E. Gluskin
President
and CEO
|
200,000
shares
|
|||
Rose
Perri
COO,
CFO, Treasurer and Secretary
|
175,000
shares
|
|||
Mark
A. Fletcher
EVP,
General Counsel
|
175,000
shares
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||
Anna
E. Gluskin
|
2007
|
$504,167(1)
|
$0(2)
|
$151,000(3)
|
$0(4)
|
$23,916(5)
|
$679,083
|
|||||||
President
and
Chief
Executive Officer
|
||||||||||||||
Rose
C. Perri
|
2007
|
$404,167(6)
|
$0(2)
|
$132,125(3)
|
$0(4)
|
$23,916(5)
|
$560,208
|
|||||||
Chief
Operating Officer,
Chief
Financial Officer,
Treasurer
and Secretary
|
||||||||||||||
Mark
A. Fletcher
|
2007
|
$314,583(7)
|
$0(2)
|
$188,750(3)
|
$0(4)
|
$0
|
$503,333
|
|||||||
Executive
Vice President
and
General Counsel
|
||||||||||||||
Gerald
Bernstein, MD
|
2007
|
$200,000
|
$25,000
|
$0
|
$62,500(8)
|
$0(9)
|
$287,500
|
|||||||
Vice
President, Medical Affairs
|
Name
|
Grant Date | All
Other Stock Awards: Number of Shares of Stock or Units
(#)
(1)
|
All
Other Option Awards: Number of Securities Underlying
Options
(#)
(2)
|
Exercise
or Base Price of Option Awards ($/Sh) (3)
|
Grant
Date Fair Value of Stock and Option Awards (4)
|
Gerald
Bernstein, MD
Vice
President, Medical Affairs
|
3/5/2007
|
-
|
50,000
|
$1.71
|
$1.25
|
Option
Awards
|
||||||||||
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||
Anna
E. Gluskin
|
11-29-2002
|
350,000(1)
|
0
|
$2.10
|
11-29-2007
|
|||||
President and Chief Executive Officer |
11-24-2003
|
100,000(2)
|
0
|
$1.62
|
11-24-2008
|
|||||
12-13-2004
|
250,000(3)
|
0
|
$0.61
|
12-13-2009
|
||||||
4-5-2005
|
819,672(4)
|
0
|
$0.001
|
4-4-2010
|
||||||
4-5-2005
|
301,032(5)
|
0
|
$0.001
|
4-4-2010
|
||||||
Rose
C. Perri
|
11-29-2003
|
300,000(1)
|
0
|
$2.10
|
11-29-2007
|
|||||
Chief Operating Officer, Chief |
11-24-2003
|
100,000(2)
|
0
|
$1.62
|
11-24-2008
|
|||||
Financial Officer, Treasurer and Secretary |
12-13-2004
|
250,000(3)
|
0
|
$0.61
|
12-13-2009
|
|||||
4-5-2005
|
409,836(6)
|
0
|
$0.001
|
4-4-2010
|
||||||
4-5-2005
|
166,916(7)
|
0
|
$0.001
|
4-4-2010
|
||||||
Mark
E. Fletcher
|
3-19-2003
|
250,000(8)
|
0
|
$0.89
|
3-19-2008
|
|||||
Executive Vice President |
12-13-2004
|
250,000(3)
|
0
|
$0.61
|
12-13-2009
|
|||||
and General Counsel |
4-5-2005
|
327,869(9)
|
0
|
$0.001
|
4-4-2010
|
|||||
4-5-2005
|
142,857(10)
|
0
|
$0.001
|
4-4-2010
|
||||||
Gerald
Bernstein, MD
|
3-19-2003
|
50,000(11)
|
0
|
$1.00
|
3-19-2008
|
|||||
Vice President, Medical Affairs |
12-13-2004
|
100,000(3)
|
0
|
$0.61
|
12-13-2009
|
|||||
4-18-2006
|
50,000(11)
|
0
|
$2.66
|
4-17-2011
|
||||||
3-5-2007
|
50,000(11)
|
0
|
$1.71
|
3-5-2012
|
Name
|
Aggregate
Balance
at
Last FYE
($)
|
|||
Anna
Gluskin
|
$
|
1,000,000.00
|
||
Rose
C. Perri
|
$
|
584,257.70
|
•
|
Each
named executive’s employment is effective as of January 1, 2006. The
initial term of employment is five years, subject to the termination
provisions described below. Generex or either executive may give
notice of
non-renewal not less than six months prior to the expiration of the
term.
If no such notice is given, the term of employment will extend
indefinitely and will be terminable upon not less than six months’ prior
written notice.
|
•
|
Each
named executive’s employment may be
terminated:
|
(a)
|
By
Generex for cause (without any additional payment to the named
executive);
|
(b)
|
automatically
upon expiration of the term;
|
(c)
|
automatically
upon the named executive’s death or disability;
or
|
(d)
|
By
the named executive upon thirty days’ prior written notice if there is
a:
|
(i)
|
a
material change in duties (other than removal of the title of Chief
Financial Officer and the duties associated therewith in the case
of Ms.
Perri),
|
(ii)
|
a
material reduction in the named executive’s
remuneration,
|
(iii)
|
a
material breach of the terms of employment by Generex,
|
(iv)
|
a
change of control of Generex, or
|
(v)
|
a
sale of all or substantially all of the property and assets of
Generex.
|
(x)
|
an
amount equal to five times the named executive’s base annual salary as of
the date of termination, which amount will be payable in a lump sum
on the
date of termination, or
|
(y)
|
$5,000,000,
$3,000,000 of which will be payable in a lump sum on the date of
termination and $2,000,000 of which will be payable in stock issuable
within three business days of the date of termination and valued
at the
20-day volume weighted average price as of the close of business
on the
date of termination.
|
•
|
The
named executive will be entitled to an annual bonus as determined
by
Generex’s Compensation Committee in respect of each fiscal year of Generex
during the term of employment and reimbursement of all reasonable
expenses
incurred by her in connection with Generex’s
business.
|
•
|
The
named executive will be included on any management slate of nominees
submitted to Generex’s stockholders for election to the Board of
Directors.
|
•
|
Standard
employee confidentiality, non-competition and non-solicitation covenants
will apply.
|
•
|
Each
named executive is entitled to receive her current annual base salary
under the terms of her respective employment with Generex, which
salary
may not be reduced during the term of such employment. On April 5,
2005,
the Board of Directors increased Ms. Gluskin’s base salary to $425,000,
effective as of August 1, 2004. On August 17, 2007, the Board of
Directors
increased her base salary to $450,000, effective as of August 1,
2005, and
to $500,000, effective as of January 1, 2007. On April 5, 2005, the
Board
of Directors increased Ms. Perri’s base salary to $325,000, effective as
of August 1, 2004. On August 17, 2007, the Board of Directors increased
her base salary to $350,000, effective as of August 1, 2005, and
to
$400,000, effective as of January 1,
2007.
|
(i)
|
upon
30 days written notice;
|
(ii)
|
for
“cause”;
|
(iii)
|
in
the event of Mr. Fletcher’s
disability;
|
(iv)
|
in
the event of Mr. Fletcher’s death;
or
|
(v)
|
in
the event of Mr. Fletcher voluntarily
resigning.
|
(a)
|
a
material change in his duties,
|
(b)
|
a
material reduction in compensation,
|
(c)
|
a
material breach or default by Generex,
or
|
(d)
|
a
change in control of Generex which includes but is not limited to
the
replacement of Anna Gluskin as a director or Chief Executive
Officer.
|
(i)
|
by
either party upon 90 days written
notice;
|
(ii)
|
by
Generex for “cause” as defined in the
agreement;
|
(iii)
|
immediately
by Generex upon Dr. Bernstein’s
death;
|
(iv)
|
immediately
by Generex if Dr. Bernstein has been unable to perform his regular
duties
due to disability for more than 9 months in any 12 month
period;
|
(v)
|
by
Dr. Bernstein for Generex’s material breach or default that continues
after notice and a 14-day cure
period.
|
Name
|
Benefit
|
|
|
Cause
|
|
|
Without
Cause/Non-Renewal
|
|
|
Voluntary
Termination by Executive
|
|
|
Breach
by
Generex
(1)
|
|
|
Change
in
Control
|
|
|
Disabilit
|
|
|
Death
|
|
|
Anna
E. Gluskin
|
Cash
Payment (2)
|
|
$
|
0
|
|
$
|
3,000,000
|
|
$
|
0
|
|
$
|
3,000,000
|
|
$
|
3,000,000
|
|
|
|
(15)
|
|
|
(15)
|
|
Stock
(3)
|
|
$
|
0
|
|
$
|
2,000,000
|
|
$
|
0
|
|
$
|
2,000,000
|
|
$
|
2,000,000
|
|
$
|
0
|
|
$
|
0
|
|
||
Stock
Options
|
|
$
|
2,039,506
|
(4)
|
$
|
2,039,506
|
(5)
|
$
|
2,039,506
|
(5)
|
$
|
2,039,506
|
(5)
|
$
|
2,039,506
|
(9)
|
$
|
2,039,506
|
(6)
|
$
|
2,039,506
|
(7)
|
||
Benefits
|
|
$
|
0
|
|
$
|
0
|
(8)
|
$
|
0
|
(8)
|
$
|
0
|
(8)
|
$
|
0
|
(8)
|
$
|
0
|
|
$
|
0
|
|
||
Total
|
|
$
|
2,039,506
|
|
$
|
7,039,506
|
|
$
|
2,039,506
|
|
$
|
7,039,506
|
|
$
|
7,039,506
|
|
$
|
2,039,506
|
|
$
|
2,039,506
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rose
C. Perri
|
Cash
Payment (2)
|
|
$
|
0
|
|
$
|
3,000,000
|
|
$
|
0
|
|
$
|
3,000,000
|
|
$
|
3,000,000
|
|
|
|
(15)
|
|
|
(15)
|
|
Stock
(3)
|
|
$
|
0
|
|
$
|
2,000,000
|
|
$
|
0
|
|
$
|
2,000,000
|
|
$
|
2,000,000
|
|
$
|
0
|
|
$
|
0
|
|
||
Stock
Options
|
|
$
|
1,169,726
|
(4)
|
$
|
1,169,726
|
(5)
|
$
|
1,169,726
|
(5)
|
$
|
1,169,726
|
(5)
|
$
|
1,169,726
|
(9)
|
$
|
1,169,726
|
(6)
|
$
|
1,169,726
|
(7)
|
||
Benefits
|
|
$
|
0
|
|
$
|
0
|
(8)
|
$
|
0
|
(8)
|
$
|
0
|
(8)
|
$
|
0
|
(8)
|
$
|
0
|
|
$
|
0
|
|
||
Total
|
|
$
|
1,169,726
|
|
$
|
6,169,726
|
|
$
|
1,169,726
|
|
$
|
6,169,726
|
|
$
|
6,169,726
|
|
$
|
1,169,726
|
|
$
|
1,169,726
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
A. Fletcher
|
Cash
Payment
|
|
$
|
0
|
|
$
|
375,000
|
(10)
|
$
|
0
|
|
$
|
375,000
|
(10)
|
$
|
375,000
|
(10)
|
|
|
(15)
|
|
|
(15)
|
|
Stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||
Stock
Options
|
|
$
|
1,000,191
|
(4)
|
$
|
1,000,191
|
(5),(11)
|
$
|
1,000,191
|
(5)
|
$
|
1,000,191
|
(5),(11)
|
$
|
1,000,191
|
(9)
|
$
|
1,000,191
|
(6)
|
$
|
1,000,191
|
(7)
|
||
Benefits
|
|
$
|
0
|
|
$
|
0
|
(8),(10)
|
$
|
0
|
(8)
|
$
|
0
|
(8),
(10)
|
$
|
0
|
(8),(10)
|
$
|
0
|
|
$
|
0
|
|
||
Total
|
|
$
|
1,000,191
|
|
$
|
1,375,191
|
|
$
|
1,000,191
|
|
$
|
1,375,191
|
|
$
|
1,375,191
|
|
$
|
1,000,191
|
|
$
|
1,000,191
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald
Bernstein, M.D.
|
Cash
Payment
|
|
$
|
0
|
(12)
|
$
|
133,334
|
(13)
|
$
|
0
|
|
$
|
133,134
|
(14)
|
$
|
0
|
|
|
|
(15)
|
|
|
(15)
|
|
Stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
||
Stock
Options
|
|
$
|
99,000
|
(4),(12)
|
$
|
99,000
|
(5)
|
$
|
99,000
|
(5)
|
$
|
99,000
|
(5)
|
$
|
99,000
|
(9)
|
$
|
99,000
|
(6)
|
$
|
99,000
|
(7)
|
||
Benefits
|
|
$
|
0
|
(12)
|
$
|
0
|
(13)
|
$
|
0
|
|
$
|
0
|
(14)
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
||
Total
|
|
$
|
99,000
|
|
$
|
232,334
|
|
$
|
99,000
|
|
$
|
232,334
|
|
$
|
99,000
|
|
$
|
99,000
|
|
$
|
99,000
|
|
(1)
|
In
the case of Ms. Gluskin, Ms. Perri and Mr. Fletcher, this termination
event includes a material change in duties or material reduction
in
remuneration of such named
executive.
|
(2)
|
This
amount would be payable upon the date of termination in a lump
sum.
|
(3)
|
This
amount would be payable in shares of Generex common stock based upon
the
20-day volume weighted average price ($1.70) as of the close of business
on the date of termination. Such shares would be issuable within
three
business days of the date of termination.
|
(4)
|
The
options granted on April 5, 2005 (including those effective as of
December
13, 2004) survive termination of the named executive’s employment. Other
options granted to the named executive pursuant to the 2001 Plan
would
terminate immediately upon the named executive’s termination for cause.
Warrants issued to Dr. Bernstein on April 18, 2006 and March 5, 2007
would
survive termination of employment.
|
(5)
|
The
2001 Plan permits a named executive who voluntarily terminates employment
with Generex or whose employment is terminated without cause to exercise
vested options outstanding at the date of termination for a period
of up
to 90 days thereafter or the expiration date of the option, whichever
is
earlier. Warrants issued to Dr. Bernstein on April 18, 2006 and March
5,
2007 would survive termination of employment without cause or voluntary
termination.
|
(6)
|
The
2001 Plan permits a named executive to exercise vested options outstanding
at the time of the named executive’s cessation of employment due to
disability for a period of up to one year thereafter or the expiration
of
the option, whichever is earlier. Warrants issued to Dr. Bernstein
on
April 18, 2006 and March 5, 2007 would survive termination of
employment.
|
(7)
|
The
2001 Plan permits a named executive’s beneficiary to exercise vested
options outstanding at the time of the named executive’s death for a
period of up to one year after death or the expiration date of the
option,
whichever is earlier. Warrants issued to Dr. Bernstein on April 18,
2006
and March 5, 2007 would permit his beneficiary to exercise such warrants
after his death.
|
(8)
|
Ms.
Gluskin, Ms. Perri and Mr. Fletcher would be entitled to receive
health
benefits for a period of 12 months after termination of employment.
Since
these benefits are widely available to salaried employees of Generex,
they
are excluded from the table above. The total aggregate value of these
benefits in each case is below $5,000.
|
(9)
|
The
2001 Plan provides for the acceleration of exercisability and vesting
of
any outstanding options, unless otherwise determined by the Board
of
Directors or its designee. As all of the named executive’s options are
fully exercisable and vested, we have assumed for purposes of this
column
that the named executive will exercise all of his/her outstanding
options
in connection with a change of control of Generex, which we have
assumed
occurred on July 31, 2007.
|
(10)
|
Pursuant
to his employment arrangement, if Generex terminates Mr. Fletcher’s
employment upon written notice (and not for cause, disability or
death) or
Mr. Fletcher gives notice of termination pursuant to a material change
in
duties, reduction of remuneration, material default or breach by
Generex
or change in control of Generex, Mr. Fletcher will be entitled to
receive
a lump sum severance payment on the termination date in an amount
equal to
18 months of base salary plus the average annual bonus paid to him
during
each fiscal year of the term of his employment and he will be entitled
to
participate in and receive benefits for 18 months after the termination
date.
|
(11)
|
Pursuant
to the terms of his employment with Generex, if Generex terminates
Mr.
Fletcher’s employment upon written notice (and not for cause, disability
or death) or Mr. Fletcher gives notice of termination pursuant to
a
material change in duties, reduction of remuneration, material default
or
breach by Generex or change in control of Generex, Mr. Fletcher will
have
90 days after the eighteenth month anniversary of the termination
date to
exercise vested options.
|
(12)
|
In
his employment agreement with Generex, for “cause” means Dr Bernstein has:
(i) become disqualified or prohibited from carrying out his material
duties or functions; (ii) been convicted of any felony or other crime
which discredits Generex; (iii) committed any act of misconduct which
discredits or causes material harm to Generex; (iv) made any material
misrepresentation in connection with his employment; or (v) failed
to
carry out any of his material duties after notice and a thirty-day
cure
period.
|
(13)
|
If
Generex terminates Dr. Bernstein’s employment on 90 days written notice,
Dr. Bernstein will be entitled to severance payments of monthly payments
equal to his monthly payments of base salary for the lesser of twelve
months or the remainder of the term of the agreement, plus bonus
or
incentive compensation earned or credited to him as of the date of
Generex’s termination notice to
him.
|
(14)
|
In
the event that Dr. Bernstein terminates his agreement based on Generex’s
material breach or default, Dr. Bernstein is entitled to a severance
payment equal to the sum of (x) the lesser of (A) $150,000 or (B)
the
amount of base salary payable under the remaining term of the agreement,
plus (y) all bonus or other incentive or deferred compensation earned
or
credited to him as of the date of his termination notice to Generex.
This
payment is payable within 14 days of his termination notice to Generex.
|
(15)
|
Each
named executive is entitled to receive monthly disability payments
and
his/her survivor(s) are entitled to receive a lump sum payment upon
such
named executive’s death, in either case up to an amount equal to his/her
annual base salary or $100,000, whichever is less. Insurance premiums
are
paid by Generex, and such insurance coverage widely available to
all
salaried employees at Generex. Thus, the amounts payable upon the
disability or death of the named executive (as well as the premiums
paid
by Generex) are excluded from the table
above.
|
Name
|
Fees
Earned or
Paid
in Cash
|
Stock
Awards
|
Option
Awards
(1)
|
All
Other Compensation
|
Total
|
|||||||||||
Mindy
J. Allport-Settle (2)
|
$
|
30,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
30,000
|
||||||
Peter
G. Amanatides
|
$
|
40,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
40,000
|
||||||
John
P. Barratt
|
$
|
40,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
40,000
|
||||||
Nola
E. Masterson (3)
|
$
|
6,667
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
6,667
|
||||||
Brian
T. McGee
|
$
|
40,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
40,000
|
||||||
David
E. Wires (4)
|
$
|
30,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
30,000
|
•
|
Our
executive officers and directors;
|
•
|
All
directors and executive officers as a group;
and
|
•
|
Each
person known to us to beneficially own more than five percent (5%)
of our
outstanding shares of common stock.
|
Name
of Beneficial Owner
|
Number
of Shares
|
Percent
of Class
|
||||||||
|
|
|
||||||||
(i)
Directors and Executive Officers
|
||||||||||
|
||||||||||
Peter
G. Amanatides (1)
|
251,000
|
*
|
||||||||
John
P. Barratt (2)
|
495,714
|
*
|
||||||||
Gerald
Bernstein, M.D. (3)
|
253,469
|
*
|
||||||||
Mark
Fletcher (4)
|
1,109,086
|
1.0
|
%
|
|||||||
Anna
E. Gluskin (5)
|
2,890,498
|
2.6
|
%
|
|||||||
Rose
C. Perri (6)
|
5,419,054
|
4.9
|
%
|
|||||||
Mindy
J. Allport-Settle (7)
|
3,100
|
*
|
||||||||
Brian
T. McGee (8)
|
455,714
|
*
|
||||||||
David
E. Wires (9)
|
171,839
|
*
|
||||||||
Nola
Masterson (10)
|
100,000
|
*
|
||||||||
Officers
and Directors as a group (10 persons)
|
11,049,474
|
10.0
|
%
|
|||||||
|
||||||||||
(ii)
Other Beneficial Owners (and their
addresses)
|
||||||||||
EBI,
Inc. In Trust(11)
c/o
Miller & Simons
First
Floor, Butterfield Square
P.O.
Box 260
Providencials
Turks
and Caicos Islands
British
West Indies
|
1,441,496
|
1.3
|
%
|
|||||||
GHI,
Inc. In Trust (12)
c/o
Miller & Simons
First
Floor, Butterfield Square
P.O.
Box 260
Providencials
Turks
and Caicos Islands
British
West Indies
|
1,907,334
|
1.7
|
%
|
|||||||
*
Less
than 1%.
|
Plan
Category
|
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
|||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|||
Equity
compensation plans approved by security holders
|
|
|
|
|
|
|
|
|||
2000
Stock Option Plan
|
|
|
60,000
|
|
$
|
2.10
|
|
|
1,940,000
|
|
2001
Stock Option Plan
|
|
|
7,902,638
|
|
$
|
1.14
|
|
|
1,182,490
|
|
2006
Stock Plan
|
|
|
0
|
|
|
0
|
|
|
8,558,000
(1)
|
|
Total
|
|
|
7,962,638
|
|
$
|
1.15
|
|
|
11,680,490
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
|
100,000
(2)
|
|
|
2.19
|
|
|
0
|
|
Total
|
|
|
7,962,638
|
|
$
|
1.16
|
|
|
11,680,490
|
|
|
|
Fiscal
Year Ended
July
31, 2006
|
|
Fiscal
Year Ended
July
31, 2007
|
|
||
Audit
Fees
|
|
$
|
184,082(1)
|
$
|
217,831(1)
|
||
Audit-Related
Fees
|
|
$
|
145,860(2)
|
$
|
123,315(2)
|
||
Tax
Fees
|
|
$
|
0
|
$
|
0
|
||
All
Other Fees
|
|
$
|
0(3)
|
$
|
0(3)
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
Summary
of Employment Terms for Anna Gluskin effective as of January 1,
2006*†
|
|||
Summary
of Employment Terms for Rose Perri effective as of January 1,
2006*†
|
|||
|
Summary
of Employment Terms for Mark A. Fletcher effective as of April 21,
2003*†
|
||
Employment
Agreement between Generex Biotechnology Corporation and Gerald Bernstein,
M.D. effective as of April 1, 2002*†
|
|||
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002†
|
||
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002†
|
||
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002†
|
||
|
|
||
*
|
.Management
contract or management compensatory plan or
arrangement.
|
||
†
|
Filed
herewith.
|
Name
|
|
Capacity
in Which Signed
|
|
Date
|
|
|
|
|
|
/s/
Anna E. Gluskin
|
|
President,
Chief Executive Officer and Director
|
|
November
28, 2007
|
Anna
E. Gluskin
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Rose C. Perri
|
|
Chief
Operating Officer, Chief Financial Officer,
|
|
November
28, 2007
|
Rose
C. Perri
|
|
Treasurer,
Secretary and Director
|
|
|
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Gerald Bernstein, M.D.
|
|
Vice
President Medical Affairs and Director
|
|
November
28, 2007
|
Gerald
Bernstein, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Brian T. McGee
|
|
Director
|
|
November
28, 2007
|
Brian
T. McGee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
John P. Barratt
|
|
Director
|
|
November
28, 2007
|
John
P. Barratt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Peter G. Amanatides
|
|
Director
|
|
November
28, 2007
|
Peter
G. Amanatides
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Nola E. Masterson
|
|
Director
|
|
November28,
2007
|
Nola
E. Masterson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Slava Jarnitskii
|
|
Controller
|
|
November
28, 2007
|
Slava
Jarnitskii
|
|
|
|
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
Summary
of Employment Terms for Anna Gluskin effective as of January 1,
2006*†
|
|||
Summary
of Employment Terms for Rose Perri effective as of January 1,
2006*†
|
|||
|
Summary
of Employment Terms for Mark A. Fletcher effective as of April 21,
2003*†
|
||
Employment
Agreement between Generex Biotechnology Corporation and Gerald Bernstein,
M.D. effective as of April 1, 2002*†
|
|||
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002†
|
||
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002†
|
||
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002†
|
||
|
|
||
*
|
.Management
contract or management compensatory plan or
arrangement.
|
||
†
|
Filed
herewith.
|