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33-4537-D
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87-0455038
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1014
East Algonquin Road, Schaumburg, IL
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60173
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(Address
of Principal Executive Offices)
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(Zip
Code)
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All
of the shares of GeoVax issued and outstanding immediately prior
to the
closing of the Merger will be converted into an aggregate of 490,332,879
shares of Dauphin common stock.
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Immediately
after closing of the Merger, there will be approximately 733,332,879
shares of Dauphin common stock issued and outstanding, of which
approximately 67% will be held by the former shareholders of
GeoVax.
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Each
outstanding option or warrant to acquire GeoVax capital stock will,
upon
closing of the Merger, be assumed by Dauphin and will thereafter
be
exercisable for shares of Dauphin common stock pursuant to their
respective terms and conditions. If all of such warrants and options
are
exercised, of which there can be no assurance, an additional 39,678,736
shares of Dauphin common stock will be issued in connection with
such
exercise.
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As
a condition to the closing of the Merger, Dauphin must (i) have net
cash
assets of not less than $13,000,000 and substantially no liabilities;
(ii)
have all of its Series A Preferred Stock converted into common stock;
(iii) be current in its Securities and Exchange Commission reports
and
filings; (iv) have not more than 243,000,000 shares issued and outstanding
(not including shares issued in the Merger); (v) amend its articles
of
incorporation to change its name to GeoVax Labs, Inc.; (vi) amend
its
articles of incorporation to increase the number of shares of its
common
stock authorized from 100,000,000 to 850,000,000; and (vii) adopt
an
employee stock incentive plan for use following the closing of the
Merger
consisting of the right to issue up to 50,000,000 shares of Dauphin
common
stock under the plan.
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The
composition of Dauphin’s (which will then be known as GeoVax Labs, Inc.)
board of directors will be determined prior to the closing of the
Merger.
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The
Merger Agreement contains customary representations and warranties,
pre-closing covenants, and closing conditions, including approval
of the
Merger and related transactions by GeoVax’s shareholders and by Dauphin’s
shareholders. In an effort to reduce the expenses and time associated
with
the calling and holding of a special meeting of shareholders, Dauphin
anticipates that in lieu of holding a special meeting of shareholders,
it
will obtain written consent of the Merger and related transaction
from a
limited number of shareholders that own a majority of the issued
and
outstanding voting securities of Dauphin. After such consent is obtained,
Dauphin will distribute an Information Statement concerning the Merger
to
its remaining shareholders.
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Dated:
January 24, 2006
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DAUPHIN
TECHNOLOGY, INC.
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By:
/s/
Andrew J. Kandalepas
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President/Chairman
of the Board
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