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As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 33- ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NOVAVAX, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 22-2816046
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8320 GUILFORD ROAD, COLUMBIA, MARYLAND 21046
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plan)
Mitchell J. Kelly
Interim President & Chief Executive Officer
Novavax, Inc.
8320 Guilford Road
Columbia, Maryland 21046
(Name and address of agent for service)
(301) 854-3900
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount
to be to be price offering registration
registered registered per share price fee
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<S> <C> <C> <C> <C>
Common Stock, 400,000 $3.6875(1) $1,475,000 $410.05
$.01 par value shares
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on the
American Stock Exchange on April 26, 1999 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933.
Page 1 of 8 pages
Exhibit Index appears on Page 5
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This Registration Statement is being filed with respect to securities of
the same class and issuable under the same employee benefit plan as the
securities for which the Registrant filed a Registration Statement on Form S-8
with the Securities and Exchange Commission on December 11, 1995, File No.
33-80279, the contents of which is incorporated by reference herein.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information required by Part I, Item 1 is included in the Novavax
1995 Stock Option Plan document as amended by the First Amendment to the 1995
Stock Option Plan approved by the stockholders of the Registrant on May 14,
1998, copies of which have been or will be sent to current and future
participants as required by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information
Copies of the documents referenced in Item 1 and those incorporated by
reference in Item 3 of Part II are available without charge to plan participants
by contacting the Chief Financial Officer, Novavax, Inc., 8320 Guilford Road,
Columbia, MD 21046 by mail or by telephone (301-854-3900).
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in Items 3, 4, 5, 6, 7 and 9 of Part II of the
Registration Statement on Form S-8 filed December 11, 1995, File No. 33-80279,
is incorporated by reference herein.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, New York on the 30th day of April, 1999.
NOVAVAX, INC.
By: /s/ Mitchell J. Kelly
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Mitchell J. Kelly, Interim President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Novavax, Inc. hereby
severally constitute Mitchell J. Kelly and David A. White and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Novavax, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Mitchell J. Kelly Interim President and Chief April 30, 1999
- ----------------------------- Executive Officer
Mitchell J. Kelly and Director
/s/ Donald J. MacPhee Principal Financial April 30, 1999
- ----------------------------- and Accounting Officer
Donald J. MacPhee
/s/ Gary C. Evans Director April 30, 1999
- -----------------------------
Gary C. Evans
/s/ J. Michael Lazarus, M.D. Director April 30, 1999
- -----------------------------
J. Michael Lazarus, M.D.
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/s/ John O. Marsh, Jr. Director April 30, 1999
- -----------------------------
John O. Marsh, Jr.
/s/ Michael A. McManus, Jr. Director April 30, 1999
- -----------------------------
Michael A. McManus, Jr.
/s/ Denis M. O'Donnell Director April 30, 1999
- -----------------------------
Denis M. O'Donnell
/s/ Ronald A. Schiavone Director April 30, 1999
- -----------------------------
Ronald A. Schiavone
/s/ Ronald H. Walker Director April 30, 1999
- -----------------------------
Ronald H. Walker
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EXHIBIT INDEX
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Exhibit
Number Description Page
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5 Opinion of White & McDermott, P.C. 6
10.1 Novavax, Inc. 1995 Stock Option Plan
(Incorporated by reference to Exhibit 10.4 to
the Company's registration statement on Form 10,
File No. 0-26770, filed September 14, 1995.) __
10.2 First Amendment to Novavax, Inc.
1995 Stock Option Plan (Incorporated by __
reference to Exhibit 10.3 to the Company's
Annual Report on Form 10-K, File No. 0-26770,
filed April 15, 1999.)
23.1 Consent of PricewaterhouseCoopers LLP 8
23.2 Consent of White & McDermott, P.C.
(included in Exhibit 5) __
24 Power of Attorney (see page 3 of this Registration
Statement) __
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EXHIBIT 5
WHITE & MCDERMOTT, P.C.
65 WILLIAM STREET
WELLESLEY, MA 02481
April 30, 1999
Novavax, Inc.
8320 Guilford Road
Columbia, Maryland 21046
Re: 1995 Stock Option Plan, as amended
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Ladies and Gentlemen:
We have assisted Novavax, Inc. (the "Company"), a Delaware corporation,
in the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission in
connection with the registration of 400,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share, issuable under the Company's
1995 Stock Option Plan (the "Plan") as that number may be adjusted from time to
time pursuant to the provisions of the Plan.
We have examined the Amended and Restated Certificate of Incorporation
of the Company, the Amended and Restated By-Laws of the Company, and originals,
or copies certified to our satisfaction, of all pertinent records of the
meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, photostatic or facsimile copies, and the authenticity of the
originals of any such documents. We have further assumed that all information
contained in all documents reviewed by us is true and complete and that each
grant of an award pursuant to the Plan will be duly authorized.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued and
paid for in accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be legally issued,
fully-paid and nonassessable.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein. Please
note that we are opining as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is solely for
your benefit in connection with the filing of the Registration Statement and may
not be quoted or relied upon by any other person or used for any other purpose,
without our prior written consent.
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Novavax, Inc.
April 30, 1999
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act of 1933, as amended (the "Securities Act"). In giving such consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission.
Very truly yours,
/s/ White & McDermott, P.C.
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WHITE & MCDERMOTT, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Novavax, Inc. on Form S-8 of our report dated March 17, 1999,
except for the fourth paragraph of Note 1 which is as of April 14, 1999,
relating to the consolidated financial statements which appear in Novavax,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
McLean, Virginia
May 3, 1999
