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<SEC-DOCUMENT>0000096313-06-000177.txt : 20060713
<SEC-HEADER>0000096313-06-000177.hdr.sgml : 20060713
<ACCEPTANCE-DATETIME>20060712174809
ACCESSION NUMBER:		0000096313-06-000177
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060711
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060713
DATE AS OF CHANGE:		20060712

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DAUPHIN TECHNOLOGY INC
		CENTRAL INDEX KEY:			0000832489
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER & OFFICE EQUIPMENT [3570]
		IRS NUMBER:				870455038
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-52091
		FILM NUMBER:		06959236

	BUSINESS ADDRESS:	
		STREET 1:		800 E NORTHWEST
		STREET 2:		STE 950
		CITY:			PALATINE
		STATE:			IL
		ZIP:			60067
		BUSINESS PHONE:		8473584406

	MAIL ADDRESS:	
		STREET 1:		800 E NORTHWEST HIGHWAY SUITE 950
		CITY:			PALATINE
		STATE:			IL
		ZIP:			60067

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SUCCESSO INC
		DATE OF NAME CHANGE:	19910410
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>dauphin8k.txt
<TEXT>
                                  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): July 11, 2006

                             ---------------------

                            DAUPHIN TECHNOLOGY, INC.
               (Exact name of Issuer as specified in its charter)

                             ---------------------


          Illinois                    32-4537-D                 87-0455038
  (State of incorporation)     (Commission file number)       (I.R.S. Employer
                                                             Identification No.)

          1014 E. Algonquin Rd., Suite 111, Schaumburg, Illinois 60173
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (847) 303-6566

                             ---------------------

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:

|_| 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))

- -------------------------------------------------------------------------------
<PAGE>

                            Dauphin Technology, Inc.
                               REPORT ON FORM 8-K
                                  July 11, 2006

                                TABLE OF CONTENTS


Item 1.01         Entry Into a Material Definitive Agreement              2
Item 9.01         Financial Statements and Exhibits                       2
                  Signature                                               3
                  Exhibit Index                                           3



Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit           Description of Exhibit

2.1               First Amendment to Agreement and Plan of Merger dated June 30,
                  2006
99.1              Press Release

- --------------------------------------------------------------------------------

                                    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.

Dated:  July 11, 2006



                                               DAUPHIN TECHNOLOGY, INC.

                                               /s/ Andrew J. Kandalepas

                                               ___________________________

                                               Andrew J. Kandalepas

- --------------------------------------------------------------------------------

                                  EXHIBIT INDEX


Exhibit           Description of Exhibit
______            ___________________

2.1               First Amendment to Agreement and Plan of Merger dated June 30,
                  2006
99.1              Press Release






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>dauphin8kexh21.txt
<TEXT>
                                  Exhibit 2.1
                                  -----------



                 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER


         This First Amendment to Agreement and Plan of Merger  ("Amendment")  is
dated  June  29,  2006  by and  among  Dauphin  Technology,  Inc.,  an  Illinois
corporation  ("Dauphin"),  GeoVax Acquisition  Corp., a Georgia  corporation and
wholly-owned  subsidiary of Dauphin ("Merger  Subsidiary"),  and GeoVax, Inc., a
Georgia corporation ("GeoVax").

         WHEREAS, the parties to this Amendment entered into a certain Agreement
and Plan of Merger dated January 20, 2006 ("Merger Agreement"); and

         WHEREAS,  the  parties  to this  Amendment  desire to amend the  Merger
Agreement as hereinafter provided;

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties to this Amendment agree as follows:

         1. All  capitalized  terms not defined herein shall have the respective
meanings assigned to them in the Merger Agreement.

         2. Section 1.4 (e) is hereby modified to read as follows:

              "(e) Immediately prior to Closing,  Dauphin will have no more than
         243,000,000  shares of Dauphin  common stock  outstanding.  Immediately
         prior to the Closing,  Dauphin will have Dauphin Convertible Securities
         issued and  outstanding  in an amount not  greater  than the amount set
         forth on Schedule 1.10.  Immediately  after the Closing,  there will be
         approximately   733,332,879   shares  of  Dauphin   Stock   issued  and
         outstanding,  not including  any shares  issued in connection  with the
         GeoVax's Convertible Securities or the Dauphin Convertible Securities."

         3. Section 1.10 is hereby modified to read as follows:

              "1.10  Dauphin  Securities  and  Dauphin  Convertible  Securities.
         Schedule 1.10 attached hereto describes all Dauphin  securities,  debts
         and other  interests that are to be converted into Dauphin Common Stock
         prior to or at the Closing.  Schedule  1.10 also  describes all Dauphin
         stock purchase  warrants (the "Dauphin  Convertible  Securities")  that
         will not be converted  prior to Closing but that will remain issued and
         outstanding according to their current terms and conditions.

              Notwithstanding anything else contained herein to the contrary, at
         the time of Closing,  exclusive of any Dauphin  securities to be issued
         in the Merger,  the number of shares of Dauphin  Common Stock shall not
         exceed  243,000,000  and the number of Dauphin  Convertible  Securities
         shall not exceed the amount set forth in Schedule 1.10."

         4.  Schedule  1.10 is deleted and replaced  with the attached  Schedule
1.10.


<PAGE>

         5. Section 6.1 (b) is hereby modified to read as follows:

              "(b) As a condition to the  execution of this  Amendment,  Dauphin
         shall pay to GeoVax no less than $2,000,000 in net cash proceeds,  free
         and clear of any  Encumbrance,  resulting  from a private  placement of
         Dauphin's common stock or convertible notes, occurring at, or prior to,
         the Closing, as a non-refundable  deposit in furtherance of the Closing
         of  the  transaction  described  herein  and  in  satisfaction  of  the
         condition to raise any  additional  net cash proceeds from such private
         placement.  Notwithstanding  the foregoing,  Dauphin shall use its best
         efforts to raise an additional  $11,000,000 in net cash proceeds,  free
         and clear of any  Encumbrance,  resulting  from a private  placement of
         Dauphin's common stock or convertible notes, occurring at, or prior to,
         or within ninety (90) days  following  the Closing.  At any time at, or
         within ninety (90) days  following  the Closing,  Dauphin shall provide
         GeoVax  with new  signature  cards  provided by the bank where any such
         additional  funds are deposited  naming one or more designees of GeoVax
         to be the new  signatories  with  full  power  of  disposition  of such
         account from and after the Closing."


         6. Section 8.1 (a) (3) is modified to read as follows:

              "(3) if the  Closing  Conditions  have not been  satisfied  by the
         close of business on September 1, 2006;"

         7. Section 8.1 (b) (3) is modified to read as follows:

              "(3) if the  Closing  Conditions  have not been  satisfied  by the
         close of business on September 1, 2006;"

         8. This  Amendment  shall be  effective  upon  GeoVax's  receipt of the
payment  referenced in Section 5 hereof.  Except as amended  hereby,  the Merger
Agreement shall continue in full force and effect in accordance with its terms.



         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date set forth above.

Dauphin Technology, Inc.,                   GeoVax, Inc.,
an Illinois corporation                     a Georgia corporation

By: /s/ Andrew J. Kandalepas
- ----------------------------
President and Chief
Executive Officer
                                             By: /s/ Donald Hildebrand
                                                ----------------------
                                             President and Chief Executive
                                             Officer
GeoVax Acquisition Corp.,
a Georgia corporation

By: /s/ Andrew J. Kandalepas
- ----------------------------
President and Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>dauphin8kexh991.txt
<TEXT>
                                  Exhibit 99.1
                                  ------------




DAUPHIN TECHNOLOGY, INC. ANNOUNCES MERGER AGREEMENT AMENDMENT

FOR IMMEDIATE RELEASE

SCHAUMBURG,  IL, JULY 12, 2006 -- Dauphin Technology,  Inc.  ("Dauphin"),  stock
symbol "DNTK.PK", and GeoVax, Inc., a privately held biotechnology company based
in Atlanta,  Georgia,  have signed an  amendment  to the  Agreement  and Plan of
Merger executed on January 20, 2006 ("Merger Agreement").  The amendment reduces
the amount of cash  Dauphin is required to have as a condition  of closing  from
$13,000,000 to $2,000,000. Dauphin has paid the required $2,000,000 to GeoVax to
fulfill this  condition.  Dauphin will use its best efforts to raise the balance
of $11 Million within 90 days after completion of the merger.

With  the  satisfaction  of the $2  Million  closing  requirement,  Dauphin  has
fulfilled  its material  closing  obligations  to date.  Within the coming days,
Dauphin will file an  Information  Statement  with the  Securities  and Exchange
Commission  (SEC).  Upon completion of the SEC's review and  satisfaction of any
remaining closing requirements, such as giving notice to Dauphin's shareholders,
Dauphin and GeoVax will be in a position to complete the merger.  The  amendment
also extends the time needed to satisfy these and other statutory requirements.

"We have  concentrated our efforts on satisfying  material  closing  conditions,
including  Dauphin  majority   shareholders'   approval,   financial   reporting
compliance  and bringing the Company's  reporting up to date. We are now down to
administrative and regulatory  tasks," said Andrew J. Kandalepas,  Dauphin's CEO
and Chairman.  GeoVax President & Chairman,  Don Hildebrand stated; "The advance
of  $2,000,000  prior to closing is a positive  step  towards  accelerating  the
closing of the transaction.  Our goal is to raise the balance of funds after the
closing  at  a  higher  valuation  to  maximize  existing   shareholder   value.
Additionally,  the $2,000,000  infusion of capital at this time allows GeoVax to
meet  commitments  related to its ongoing AIDS vaccine human clinical trials and
demonstrates  Dauphin's  ability  to raise  capital  for  GeoVax  and  Dauphin's
commitment to closing the transaction."

For More Information, Contact:
     Dauphin Technology
     847-303-6566

Certain matters  discussed in this news release are  forward-looking  statements
involving  certain  risks  and  uncertainties  including,  without  limitations,
changes in product demand, the availability of products,  change in competition,
economic conditions, various risks due to changes in market conditions and other
risks detailed in the Company's  Securities and Exchange  Commission filings and
reports.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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