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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GEOVAX LABS, INC.
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(Name of Issuer)
Common Stock
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(Title of Securities)
373678101
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(CUSIP Number)
Kevin Friedmann, Esq.
Richardson & Patel LLP
10900 Wilshire Boulevard, Suite 500
Los Angeles, CA 90024
(310)-208-1182
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 28, 2006
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13D-1(e), 240.12d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 373678101
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1. Names of Reporting Persons
IRS Identification Nos. of Above Persons (Entities Only)
DONALD G. HILDEBRAND
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X}
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3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 76,972,107*
8. Shared Voting Power Not Applicable
9. Sole Dispositive Power 76,972,107*
10. Shared Dispositive Power Not Applicable
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 76,972,107*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 10.6%*
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14. Type of Reporting Person (See Instructions) IN
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*This number includes 59,180,847 shares of common stock and two immediately
exercisable options to purchase 17,791,260 shares of common stock. The option
exercise price is $0.045 per share. The first option to purchase 8,895,630
shares of common stock will expire in December 2007. The second option to
purchase 8,895,630 shares of common stock will expire in February 2009.
Item 1. Security and Issuer
Common stock, $0.001 par value, of GeoVax Labs, Inc. (the "Issuer").
The Issuer's address is 1256 Briarcliff Road N.E., Emtech Bio Suite 500,
Atlanta, Georgia 30306.
Item 2. Identity and Background
(a) This statement is filed by Donald G. Hildebrand (the "Reporting
Person").
(b) The Reporting Person's business address is 1256 Briarcliff Road N.E.,
Emtech Bio Suite 500, Atlanta, Georgia 30306.
(c) The Reporting Person is the Issuer's Chief Executive Officer and
President.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States and a resident
of the State of Georgia.
Item 3. Source and Amount of Funds or Other Consideration
This report concerns the issuance of a total of 59,180,847 shares of
the Issuer's common stock and two immediately exercisable options to purchase a
total of 17,791,260 shares of common stock. The shares of common stock were
issued in connection with a merger that took place on September 28, 2006 by and
between Dauphin Technology, Inc., GeoVax, Inc. and GeoVax Acquisition Corp. Upon
completion of the merger, Dauphin Technology, Inc. (now GeoVax Labs, Inc.)
issued shares of its common stock, $0.001 par value, to the shareholders of
GeoVax, Inc. in exchange for their issued and outstanding shares of GeoVax, Inc.
common stock. Prior to the merger, the Reporting Person was a holder of
1,995,840 shares of GeoVax, Inc. common stock and two immediately exercisable
options, each for the purchase of 300,000 shares of common stock. The 1,995,840
shares of GeoVax, Inc. common stock were issued to the Reporting Person in
exchange for cash in the amount of $199.58. The cash paid for the common stock
was from the Reporting Person's personal funds.
Item 4. Purpose of Transaction
The purpose of this transaction was to effectuate the merger between
Dauphin Technology, Inc. and GeoVax, Inc.
The acquisition of the shares described herein was done solely in
conjunction with the merger. As of the date of this report, the Reporting Person
does not have any plan or proposal
(i) to acquire additional securities of the Issuer or to dispose of
securities of the Issuer, although he may do either of these in the future;
(ii) that would result in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Issuer;
(iii) that would result in the sale or transfer of a material amount of
assets of the Issuer;
(iv) to change the composition of the Issuer's board of directors or
management, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(v) that would result in any material change in the present capitalization
or dividend policy of the Issuer;
(vi) that would result in any other material change in the Issuer's
business or corporate structure;
(vii) that would result in any change in the Issuer's charter, bylaws or
instruments corresponding thereto in order to impede the acquisition of control
of the Issuer;
(viii) that would cause a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(ix) that would cause a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(x) that would result in any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
The Reporting Person beneficially owns a total of 76,972,107 shares,
or approximately 10.6%, of the Issuer's common stock. This number consists of
59,180,847 shares of common stock and fully vested options to purchase an
additional 17,791,260 shares of the Issuer's common stock. The number of shares
shown as beneficially owned by the Reporting Person are calculated pursuant to
Rule 13d-3(d)(1) of the Securities Exchange Act of 1934. Under Rule 13d-3(d)(1),
shares not outstanding that are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage owned by the Reporting Person.
The Reporting Person has the sole power to vote and to dispose of the shares he
beneficially owns. The Reporting Person did not effect any transactions in the
Issuer's common stock during the past 60 days, other than the exchange of
GeoVax, Inc. common stock for the Issuer's common stock, which exchange was done
in conjunction with the merger. No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
the Reporting Person's common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 5, 2006
/s/ Donald G. Hildebrand
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Donald G. Hildebrand
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