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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): April 21, 2005
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Blvd. #802
Vienna, VA 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(Former name or former address if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
On April 21, 2005 CEL-SCI entered into a three-year employment agreement
with Maximilian de Clara, CEL-SCI's President. The employment agreement, which
expires on April 30, 2008, provides that CEL-SCI will pay Mr. de Clara an annual
salary of $363,000 during the term of the agreement. In the event that there is
a material reduction in Mr. de Clara's authority, duties or activities, or in
the event there is a change in the control of the Company, then the agreement
allows Mr. de Clara to resign from his position at the Company and receive a
lump-sum payment from CEL-SCI equal to 18 months salary. For purposes of the
employment agreement, a change in the control of CEL-SCI means the sale of more
than 50% of the outstanding shares of CEL-SCI's Common Stock, or a change in a
majority of CEL-SCI's directors.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
10(d) Employment Agreement with Maximilian de Clara
SIGNATURES
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.
Date: April 26, 2005
CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep, Senior Vice President
of Operations and Secretary
CEL-SCI CORPORATION
FORM 8-K
EXHIBITS