annualmeetingroposals.htm
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): August 6,
2007
Commission
File No. 000-16929
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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1101
Brickell Ave., Suite 701 S
Miami,
FL
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33131
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(Address
of principal executive offices)
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(Zip
Code)
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(305)
534-3383
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(Issuer’s
telephone number, including area code)
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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))
DOR
BioPharma, Inc. (the “Company”) is preparing to hold its 2007 annual meeting of
stockholders at 10:30 a.m., Eastern Time, on September 27, 2007 at the J.W.
Marriott on the 5th Floor, 1109 Brickell Avenue, Miami, FL 33131. All holders
of
record of the Company’s common stock as of the close of business on August 7,
2007 will be entitled to vote at the annual meeting. Because the date
of this year’s annual meeting has been changed by more than 30 days from the
date of last year’s annual meeting, the Company’s management desires to inform
the Company’s stockholders of the revised deadline for stockholder proposals to
be voted upon at the 2007 annual meeting.
Proposals
by stockholders that are intended for inclusion in the Company’s proxy statement
and proxy and to be presented at the Company’s 2007 annual meeting must be
delivered to the Secretary of the Company at the Company’s principal executive
offices by Tuesday, August 15, 2007 in order to be considered for inclusion
in
the Company’s proxy materials. Those proposals may be included in the Company’s
proxy materials if they comply with the rules and regulations of the Securities
and Exchange Commission governing stockholder proposals as well as the Company’s
bylaws, as applicable and as set forth below.
The
Company’s bylaws provide that stockholders desiring to bring business before the
annual meeting of stockholders, including nomination of a person for election
to
the Company’s Board of Directors, must provide written notice to the Company
Secretary at the Company’s executive offices no earlier than 75 days, and no
later than 45 days, before the one year anniversary of the mailing of its proxy
materials for the preceding year's annual meeting of
stockholders. However, if the date of the annual meeting is advanced
more than 30 days prior to, or delayed by more than 30 days after, the
anniversary of the preceding year's annual meeting, to be timely notice by
the
stockholder must be so delivered not later than the close of business on the
later of (i) the 90th day prior to such annual meeting or (ii) the 10th day
following the day on which public announcement of the date of such annual
meeting is made.
The
written notice must include the following information as required by Section
2.4
of the Company’s bylaws: (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, all information relating
to
such person as would be required to be disclosed in solicitations of proxies
for
the election of such nominee as a director pursuant to Regulation 14A under
the
Securities Exchange Act of 1934, as amended, and such person's written consent
to serve as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of such
business, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder,
as
they appear on the Company’s books, and of such beneficial owner, (ii) the class
and number of shares of the Company that are owned beneficially and of record
by
such stockholder and such beneficial owner, and (iii) whether either such
stockholder or such beneficial owner intends to deliver a proxy statement and
form of proxy to holders of, in the case of a proposal, at least the percentage
of our voting shares required under applicable law to carry the proposal or,
in
the case of a nomination or nominations, a sufficient number of holders of
the
Company’s voting shares to elect such nominee or nominees.
SIGNATURE
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.
DOR BIOPHARMA, INC.
By: /s/ Christopher J. Schaber
Name: Christopher J. Schaber
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Title: Chief
Executive Officer
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Date:
August 6, 2007