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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Novavax, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 670002104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter Amato, c/o Anaconda Capital Management,
730 Fifth Avenue, 15th Floor, New York, NY 10019, (212) 698-9600
(Date of Event which Requires Filing of this Statement)
March 14, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 670002104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anaconda Opportunity Fund, L.P. # 13-3073256
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,422,900
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,422,900
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,422,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
18.5%
14. Type of Reporting Person
PN
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CUSIP No. 670002104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anaconda Capital, L.P. # 13-3736500
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,422,900
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,422,900
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,422,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
18.5
14. Type of Reporting Person
PN
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CUSIP No. 670002104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mitchell J. Kelly
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,422,900
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,422,900
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,422,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
18.5%
14. Type of Reporting Person
IN
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Item 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock (the
"Common Stock") of Novavax, Inc. (the "Company") and
warrants convertible into common stock (the "Warrants").
The Company's principal executive office is located at
8320 Guilford Road, Columbia, Maryland 21046.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Anaconda
Opportunity Fund, L.P. (the "Partnership"), a New York
limited partnership, Anaconda Capital, L.P.,
("Anaconda"), a Delaware partnership, and Mitchell J.
Kelly (together the "Reporting Persons"). Anaconda is
the general partner of the Partnership, and Mr. Kelly is
the managing general partner of Anaconda. The principal
office of all Reporting Persons is at 730 Fifth Avenue,
New York, New York 10019.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has during the last five
years been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in 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 violations with respect to such laws.
Mr. Kelly is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, each of the Reporting Persons
beneficially owns 1,222,900 shares of Common Stock and
two Warrants each convertible into 600,000 shares of
Common Stock. All 1,222,900 shares of Common Stock and
both Warrants are held by the Partnership over which
Anaconda and Mr. Kelly have investment discretion. of
the shares of Common Stock, 22,900 shares were acquired
in open market transactions at an aggregate cost of
$88,674.50. The remaining 1,200,000 shares of Common
Stock and the Warrants were acquired pursuant to a Stock
and Warrant Purchase Agreement (further described under
Item 6) for an aggregate cost of $5.1 million, $1
million of which was paid pursuant to a Promissory Note
(further described under Item 6). The funds for the
purchase of the Common Stock and Warrants came from the
Partnership's working capital.
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Item 4. PURPOSE OF TRANSACTIONS.
The shares of Common Stock beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. INTEREST IN SECURITIES OF ISSUER.
As of the date hereof, each of the Reporting Persons is
the beneficial owner of 1,222,900 shares of Common Stock
and two Warrants, each Warrant convertible into 600,000
shares of Common Stock. Based on information received
from the Company, 11,888,153 shares of Common Stock were
outstanding as of March 21, 1997. Therefore, the
Reporting Persons are deemed to beneficially own 18.5%
of the outstanding shares of Common Stock assuming the
conversion of both Warrants and thus a total of
13,088,153 shares of Common Stock. The Reporting
Persons share the power to vote, direct the vote,
dispose of or direct the disposition of all the shares
of Common Stock that they are currently deemed to
beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as noted below, the Reporting Persons have no
contract, arrangement, understanding or relationship
with any person with respect to the Common Stock.
The Partnership acquired 1,200,000 shares of Common
Stock (the "Shares") and two Warrants (the "A Warrant"
and the "B Warrant"), each Warrant convertible into
600,000 shares of Common Stock (the "Warrant Shares")
pursuant to a Stock and Warrant Purchase Agreement dated
February 10, 1997 between the Company and the
Partnership (the "Purchase Agreement") for an aggregate
cost of $5.1 million. Under the terms of the Purchase
Agreement, the Company was required to prepare and file
a registration statement with the Securities and
Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities
Act"), to register the Shares and Warrant Shares (the
"Registrable Securities").
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In the case of such registration, the Company is
required to use its best efforts to, among other things,
(i) keep such registration effective until the earliest
of (A) the third anniversary of the date such
registration statement is declared effective (or, in the
case of Warrant Shares, the third anniversary of the
date of issuance of such Warrant Shares, but in any
event not later than the sixth anniversary of the date
such registration is declared effective) provided,
however, if Rule 144 is amended so that the longest
period that Rule 144 restricts the manner in which
privately placed securities may be sold is a period
shorter than three years, then the period required by
this clause (A) shall be reduced to such shorter period,
(B) such date as all of the Registrable Securities have
been resold and (C) such date as all Registrable
Securities may be sold pursuant to Rule 144 (or any
successor rule); and (ii) cause the Shares and the
Warrant Shares to be listed on the American Stock
Exchange or any securities exchange or quoted on each
quotation service on which the Common Stock of the
Company is then listed or quoted.
Each A Warrant is exercisable at any time through
March 12, 2000 at a price of $6.00 per share of Common
Stock, subject to certain adjustments. Each B Warrant
is exercisable at any time through March 12, 2000 at a
price of $8.00 per share of Common Stock, subject to
certain adjustments.
Pursuant to the Purchase Agreement, Anaconda Capital
Management, L.L.C., of which Mr. Kelly is the managing
member, was paid a transaction fee in the amount of
$51,000.
Of the $5.1 million paid under the Purchase Agreement,
the Partnership executed a Promissory Note, dated March
14, 1997, for the principal sum of $1 million in favor
of the Company (the "Promissory Note"). Pursuant to the
Promissory Note the Partnership will pay the Company the
principal sum together with interest on the unpaid
principal balance at a floating annual rate equal to
1.5% above the so-called "prime rate" or "base rate"
designated from time to time by Fleet Bank-NH. Such
payment was made and the Promissory Note was satisfied
in full on March 24, 1997.
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A description of the transactions in the shares of
Common Stock that were effected by the Reporting Persons
during the past 60 days is filed herewith as Exhibit A.
A copy of the Promissory Note is filed herewith as
Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
March , 1997
Anaconda Opportunity Fund, L.P.
By: Anaconda Capital, L.P.
General Partner
By: /s/ Mitchell J. Kelly
__________________________
Mitchell J. Kelly
Managing General Partner
Anaconda Capital, L.P.
By: /s/ Mitchell J. Kelly
__________________________
Mitchell J. Kelly
Managing General Partner
Mitchell J. Kelly
/s/ Mitchell J. Kelly
______________________________
01474003.AA4
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price per Share
Date Shares Purchased (Not Including Commission)
1/21/97 10,000 $3.8687
1/22/97 8,100 3.875
1/23/97 4,800 3.875
3/14/97 1,200,000 4.250
3/14/97 Warrant convertible
into 600,000 6.000*
3/14/97 Warrant convertible
into 600,000 8.000*
___________________
* Exercise price
01474003.AA4
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Exhibit B
PROMISSORY NOTE
$1,000,000. March 14, 1997
FOR VALUE RECEIVED, the undersigned, Anaconda
Opportunity Fund, L.P., a limited partnership having its
principal place of business at 730 Fifth Avenue, New York, NY
10019 ("Maker"), hereby promises to pay to Novavax, Inc., a
Delaware corporation having its principal place of business at
8320 Guildford Road, Columbia, Maryland 21046 ("Novavax"), the
principal sum of ONE MILLION DOLLARS ($1,000,000), together with
interest on the unpaid principal balance at a floating annual
rate equal to one and one-half percent (1 1/2%) above the so-
called "prime rate" or "base rate" designated from time to time
by Fleet Bank-NH, in lawful money of the United States of
America. Such payment of principal, together with accrued
interest, shall be made to Novavax at the above address on or
before March 27, 1997.
Maker may prepay the principal amount outstanding under
this Note, in whole or in part, at any time without premium or
penalty.
The entire unpaid balance of principal of this Note
shall, at the option of Novavax, become forthwith due and payable
without notice or demand upon the happening of any of the
following events of default: (a) default in payment as required
hereunder or default by Maker under any other agreement between
Maker and Novavax; or (b) appointment of a receiver of any
property, common law assignment or trust mortgage for the benefit
of creditors, the commencement of any kind of insolvency
proceedings, or the filing of any proceedings under any
bankruptcy or other law relating to the relief of debtors of, by
or against Maker (and, if such action or proceeding is
involuntary on the part of Maker, such action or proceeding is
not dismissed within sixty (60) days of filing or institution
thereof).
No delay or omission by Novavax in exercising or
enforcing any of its powers, rights, privileges, remedies or
discretions hereunder shall operate as a waiver thereof on that
or any other occasion, and no single or partial exercise of any
right hereunder shall preclude other or future exercise thereof.
No waiver of any right or remedy hereunder on any occasion shall
be construed as a bar or waiver of any such right or remedy on
any future occasion, nor as a continuing waiver. Maker agrees
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that no variance, extension or renewal of this Note shall effect
the absolute and unconditional liability of Maker hereunder.
Maker hereby waives presentment, demand, notice of
protest, suretyship defenses, and all other demands and notices
in connection with the delivery, acceptance, performance, default
and/or enforcement of this Note or of any rights hereunder.
Maker will pay to Novavax on demand all reasonable costs and
expenses, including attorneys' fees, relating to the collection
and/or enforcement of this Note or of any rights hereunder.
This Note shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of
Massachusetts. Maker submits to the jurisdiction of the courts
of the Commonwealth of Massachusetts for all purposes with
respect to this Note. If any provision of this Note is held to
be invalid or unenforceable by a court of competent jurisdiction,
the other provisions of this Note shall remain in full force and
effect.
IN WITNESS WHEREOF, Maker has caused this Note to be
executed as a sealed instrument, all as of the day, month, and
year first written above.
ANACONDA OPPORTUNITY FUND, L.P.
By: Anaconda Capital, L.P.,
General Partner
_________________________ By:____________________________
Witness General Partner
01474003.AA4
