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):
May 4, 2005
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
|
DELAWARE |
|
41-1505029 |
|
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification Number) |
| |
|
|
|
1691
Michigan Ave., Suite 435
Miami,
FL |
|
33139 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
| |
(305)
534-3383 |
|
| |
(Issuer’s
telephone number, including area code) |
|
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))
Item 5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On May 4,
2005, DOR BioPharma, Inc. (the “Company”) announced the appointment of T. Jerome
Madison, C.P.A., M.B.A., to the Company’s Board of Directors. Mr. Madison will
serve on the Company’s Audit Committee, Nominating Committee and Compensation
Committee. Mr. Madison replaces Stuart Sedlack who resigned for personal
obligations unrelated to the Company. The Management and the Company’s Board of
Directors thank Mr. Sedlack for his contributions and wish him well in his
future endeavors.
Mr. Madison
brings to DOR over 30 years of financial and pharmaceutical experience. He is
currently a General Partner at Founders Court, a company that specializes in
management buyouts of small companies with significant growth potential. He also
served in executive roles at Pilling Company, Cytogen, Rhone Poulenc Rorer and
Abbott Laboratories. Mr. Madison has also held positions with KPMG and served in
the U.S. Navy. Mr. Madison is a Certified Public Accountant. Mr. Madison holds a
B.S. from the Wharton School of the University of Pennsylvania and an M.B.A.
from Monmouth University.
As a new
Board member, the Company granted Mr. Madison options to purchase 50,000 shares
of the Company’s common stock at a strike price of $0.33 and an expiration date
of May 4, 2015.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
Exhibit
No. Title
99.1 Press
release issued by DOR BioPharma, Inc. on May 4, 2005.
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/
Michael T.
Sember
Name:
Michael T. Sember
Title:
President and Chief Executive Officer
Date: May
4, 2005