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): June 24, 2009
NOVAVAX, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-26770
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22-2816046 |
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| (State or other jurisdiction of
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(Commission File
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(IRS Employer Identification |
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Number)
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No.) |
9920 Belward Campus Drive, Rockville, MD 20850
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (240) 268-2000
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On June 24, 2009, Novavax, Inc. (the “Company”) announced the appointment of Stanley C. Erck to
the Company’s Board of Directors. Mr. Erck most recently served as president and chief executive
officer of Iomai Corporation, a developer of vaccines and immune system therapies, which was
acquired in 2008 by Intercell. He also previously held leadership positions at Procept, a publicly
traded immunology company, Integrated Genetics, now known as Genzyme, and Baxter International.
Mr. Erck also serves on the Board of Directors of BioCryst Pharmaceuticals, MaxCyte, Inc. and MdBio
Foundation.
As part of his appointment to the Company’s Board of Directors, Mr. Erck received incentive
stock options to purchase 20,000 shares of the Company’s common stock at an exercise price of $2.44
(the closing price of the Company’s common stock on June 24, 2009, the date of grant). The stock
options will become fully exercisable on December 24, 2009 and will expire on June 24, 2019. Mr.
Erck will be compensated on the same basis as all other non-employee directors of the Company, as
described under the section entitled “Compensation of Directors” in the Company’s most recent proxy
statement filed with the U.S. Securities and Exchange Commission.
A copy of the press release announcing the appointment of Mr. Erck and providing additional
information about him is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Effective as of June 24, 2009, the Company’s Board of Directors increased the number of
directors of the Company from eight to nine, pursuant to Section 2.2 of the Company’s Amended and
Restated Bylaws dated as of August 2, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1
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Press Release dated June 26, 2009. |
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