<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [ X ]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NOVAVAX, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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<PAGE> 2
NOVAVAX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Novavax, Inc., a Delaware corporation (the "Company"), will be held on Tuesday,
May 9, 2000 at 10:00 a.m. at the Four Seasons Hotel, 2800 Pennsylvania Avenue,
N.W., Washington, D.C. (the "Meeting") for the purpose of considering and voting
upon the following matters:
1. To elect three directors as a Class II directors to serve on the
Board of Directors for a three-year term expiring at the Annual
Meeting of Stockholders in 2003.
2. To approve an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Common
Stock ($.01 par value) by 20,000,000 from 30,000,000 to 50,000,000.
3. To approve an amendment to the 1995 Novavax, Inc. Stock Option Plan
increasing the number of shares of Common Stock authorized for
issuance thereunder by 1,600,000 shares from 4,400,000 shares to
6,000,000 shares.
4. To ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors of the Company for the current fiscal year
ending December 31, 2000.
5. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the Meeting.
The Board of Directors has fixed the close of business on Friday, March
17, 2000 as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting and at any adjournments thereof.
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1999, which contains financial statements and other
information of interest to stockholders, accompanies this Notice and the
enclosed Proxy Statement.
By Order of the Board of Directors
David A. White,
Secretary
March 31, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED
BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
<PAGE> 3
NOVAVAX, INC.
8320 GUILFORD ROAD
COLUMBIA, MARYLAND 21046
------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2000
------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Novavax, Inc. ("Novavax" or the
"Company") for use at the Annual Meeting of Stockholders to be held on Tuesday,
May 9, 2000 at 10:00 a.m. at the Four Seasons Hotel, 2800 Pennsylvania Avenue,
N.W., Washington, D.C., and at any adjournments thereof (the "Meeting"). The
Notice of Meeting, this Proxy Statement, the enclosed Proxy and the Company's
Annual Report to Stockholders for the year ended December 31, 1999 are being
mailed to stockholders on or about March 31, 2000.
VOTING PROCEDURE AND QUORUM
The close of business on March 17, 2000 (the "Record Date") has been
fixed as the record date to determine stockholders entitled to receive notice of
and to vote at the Meeting. The only class of stock of the Company entitled to
vote at the Meeting is its common stock, $.01 par value (the "Common Stock").
Only the record holders of shares of the Common Stock at the close of business
on the Record Date may vote at the Meeting. On the Record Date, there were
19,233,034 shares of Common Stock outstanding and entitled to be voted at the
Meeting. Each share entitles the holder to one vote on each of the matters to be
voted upon at the Meeting.
All properly executed Proxies will be voted in accordance with the
instructions of the stockholder. If no contrary instructions have been
indicated, the proxies will be voted in favor of proposals 1, 2, 3 and 4 set
forth in the accompanying Notice of Meeting. The Board of Directors knows of no
other matters to be presented for consideration at the Meeting. Stockholders may
revoke Proxies at any time before they are exercised at the Meeting by (a)
signing and submitting a later-dated Proxy to the Secretary of the Company, (b)
written notice of revocation delivered to the Secretary of the Company or (c)
voting in person at the Meeting. Attendance at the Meeting will not itself be
deemed to revoke a Proxy unless the stockholder gives affirmative notice at the
Meeting that the stockholder intends to revoke the Proxy and vote in person.
The presence in person or by proxy of a majority of the shares of
Common Stock outstanding on the record date is required to constitute a quorum
at the Annual Meeting. If a quorum is not present, the stockholders entitled to
vote who are present in person or represented by proxy at the Meeting have the
power to adjourn the Meeting from time to time, without notice other than an
announcement at the Meeting, until a quorum is present. At any adjourned Meeting
at which a quorum is present, any business may be transacted that might have
been transacted at the Meeting as originally notified. Abstentions and broker
non-votes will count in determining whether a quorum is present at the Annual
Meeting. A broker non-vote occurs if a broker or other nominee does not have
discretionary authority and has not received instructions with respect to a
particular item.
<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of March 17, 2000 with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known to the Company to beneficially own more than 5% of the outstanding shares
of Common Stock, (ii) the current directors of the Company, (iii) the Chief
Executive Officer and the other named executive officers of the Company during
1999 as identified in the "Summary Compensation Table" below, and (iv) all
current directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named in the table have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by
them.
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF CLASS
BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING
- ----------------- -------------------- -------------
<S> <C> <C>
Mitchell J. Kelly.............................. 2,443,001 (1) 12.6%
265 E. 66th Street, #18C
New York, NY 10021
Anaconda Opportunity Fund, L.P................. 2,353,862 (2) 12.2%
730 Fifth Avenue
New York, NY 10019
Edward B. and Jane E. Hager.................... 1,330,324 (3) 6.8%
Pinnacle Mountain Farms
Lyndeboro, NH 03082
SAFECO Corporation............................. 1,250,000 (4) 6.4%
4333 Brooklyn Avenue, NE
Seattle, WA 98185
Stephen J. Morris.............................. 1,104,790 (5) 5.7%
66 Navesink Avenue
Rumson, NJ 07760
Gary C. Evans.................................. 116,625 (6) *
J. Michael Lazarus, M.D........................ 60,000 (7) *
John O. Marsh, Jr.............................. 214,000 (8) 1.1%
Michael A. McManus, Jr......................... 35,000 (9) *
Denis M. O'Donnell, M.D........................ 317,555 (10) 1.6%
John A. Spears................................. 138,334 (11) *
Ronald H. Walker............................... 96,380 (12) *
D. Craig Wright, M.D........................... 517,550 (13) 2.6%
Richard J. Harwood............................. 0 *
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C> <C>
Donald J. MacPhee.............................. 25,000 (14) *
All executive officers and directors, as
a group (10 Persons)......................... 3,937,945 (15) 19.1%
</TABLE>
- --------------------------------
* Less than 1% of the Common Stock outstanding.
(1) Includes 2,353,862 shares (listed below) beneficially owned by Anaconda
Opportunity Fund, L.P., of which Mitchell J. Kelly, a director of the
Company, is the general partner of the general partner. Also includes
70,000 shares that may be acquired by Mr. Kelly pursuant to options
exercisable within 60 days of March 17, 2000.
(2) Includes 2,295,670 shares owned by Anaconda Opportunity Fund, L.P. and
58,192 shares that it may acquire pursuant to warrants exercisable within
60 days of March 17, 2000. Excludes shares directly owned by Mitchell J.
Kelly, a director of the Company and the general partner of the general
partner of Anaconda Opportunity Fund, L.P.
(3) As reported on two Schedules 13G dated February 10, 1999 and filed with
the Securities and Exchange Commission by Edward B. Hager and Jane E.
Hager, respectively, as adjusted by the amount of three subsequent sales
of shares. Includes 335,000 shares and 70,000 shares which Dr. Hager and
Mrs. Hager, respectively, may acquire pursuant to stock options
exercisable within 60 days of March 17, 2000 and 27,418 shares owned of
record by Mrs. Hager, as trustee for the benefit of their minor children.
(4) SAFECO Corporation's wholly-owned subsidiary, SAFECO Asset Management
Company, is an investment advisor which holds these shares on behalf of
two of its investment company clients: SAFECO Growth Fund, a series of
SAFECO Common Stock Trust, which holds 700,000 shares of Common Stock and
warrants exercisable within 60 days of March 17, 2000 to acquire an
additional 175,000 shares and SAFECO RST Growth Portfolio, a series of the
SAFECO Resource Series Trust, which holds 300,000 shares of Common Stock
and warrants exercisable within 60 days of March 17, 2000 to acquire an
additional 75,000 shares. SAFECO Corporation has shared voting power and
investment discretion with SAFECO Asset Management Company with respect to
all such shares.
(5) As reported on Schedule 13D dated March 18, 1996 and filed with the
Securities and Exchange Commission by Stephen J. Morris and as
supplemented by written disclosure to the Company. Mr. Morris has sole
voting and investment power with respect to 969,900 shares and shared
voting power with respect to 134,890 shares.
(6) Includes 30,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000. Also includes 12,500 shares
owned of record by Mr. Evans as trustee of the Evans 1997 Trust and
warrants to acquire an additional 3,125 shares owned of record by Mr.
Evans as trustee of the Evans 1997 Trust that are exercisable within 60
days of March 17, 2000.
(7) Consists of 60,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
(8) Includes 210,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
(9) Includes 30,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
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<PAGE> 6
(10) Includes 286,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000 and 2,000 shares owned of
record by Dr. O'Donnell, as custodian for the benefit of his minor
children.
(11) Includes 133,334 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
(12) Includes 90,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
(13) Includes 451,024 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
(14) Consists of 25,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000.
(15) Includes 1,360,358 shares which may be acquired pursuant to stock options
exercisable within 60 days of March 17, 2000. Also includes 61,317 shares
which may be acquired pursuant to warrants exercisable within 60 days of
March 17, 2000.
PROPOSAL ONE -- ELECTION OF DIRECTORS
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the Company's Board of Directors may consist of no fewer than
three directors with the specific number to be authorized by the Board of
Directors from time to time at its discretion. The Board of Directors is
currently authorized to consist of eight members. The members of the Company's
Board of Directors are divided into three classes, designated Class I, Class II
and Class III, each serving staggered three-year terms. The terms of the Class
II directors expire at this Meeting. The terms of the Class III and Class I
directors will expire at the 2001 and 2002 Annual Meetings of Stockholders,
respectively. A director of any class who is elected by the Board of Directors
to fill a vacancy resulting from an increase in the number of directors holds
office for the remaining term of the class to which he is elected. A director
who is elected by the Board to fill a vacancy arising in any other manner holds
office for the remaining term of his predecessor. Directors elected by the
stockholders at an annual meeting to succeed those whose terms expire are of the
same class as the directors they succeed and are elected for a term to expire at
the third Annual Meeting of Stockholders after their election and until their
successors are duly elected and qualified. Directors elected by the Board to
fill vacancies or newly created directorships are to be assigned to classes by
the Board so as to ensure, as nearly as possible, that each class consists of
one-third of the total number of members of the Board. However, no existing
director may be reclassified from one class to another and therefore the number
of directors in each class may become temporarily imbalanced.
Three directors are to be elected at this Meeting to fill the terms of
the Class II directors that expire at this Meeting. The Board of Directors has
designated Gary C. Evans, J. Michael Lazarus, M.D. and John O. Marsh, Jr. as
nominees for reelection as a Class II directors of the Company at this Meeting.
If elected to be Class II directors, such nominees will serve until the
expiration of their terms at the Annual Meeting of Stockholders in 2003 and
until their successors are elected and qualified. Messrs. Evans and Marsh and
Dr. Lazarus are currently directors of the Company and have consented to being
named in this Proxy Statement and to serve if elected. The Board of Directors
has no reason to believe that any of the nominees will be unable to serve if
elected. If any nominee becomes unavailable to serve as a director, the persons
named as proxies in the accompanying Proxy may vote the Proxy for a substitute
nominee.
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<PAGE> 7
The election of directors requires the affirmative vote of a plurality
of the shares of Common Stock present or represented by proxy and entitled to
vote at the Meeting. Accordingly, abstentions and broker non-votes will not have
any effect on the election of a director.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES.
MEMBERS OF THE BOARD OF DIRECTORS
The following table provides certain information with respect to the
directors of the Company. Comparable information regarding the executive
officers of the Company is provided in the Company's Annual Report on Form 10-K.
<TABLE>
<CAPTION>
NOMINEES FOR CLASS II DIRECTOR
DIRECTOR PRINCIPAL OCCUPATION, OTHER BUSINESS
NAME AGE SINCE EXPERIENCE AND OTHER DIRECTORSHIPS
- ---- --- ----- ----------------------------------
<S> <C> <C> <C>
Gary C. Evans 43 1998 President, Chief Executive Officer
and a director of Magnum Hunter
Resources, Inc., an oil and gas
provider, since 1995 and Chairman
and Chief Executive Officer of all
Magnum Hunter Resources, Inc.
subsidiaries since their formation
or acquisition. In 1985, Mr. Evans
formed the predecessor company,
Hunter Resources, that was merged
into and formed Magnum Hunter
Resources, Inc. ten years later.
Vice President and Manager of the
Energy Division of the Southwestern
United States for Mercantile Bank of
Canada from 1981 to 1985. Credit
Manager and Credit Officer of
National Bank of Commerce (now
BancTexas, N.A.) from 1978 to 1981.
Director of Swanson Consulting
Services, Inc., a geological firm,
and Karts International, Inc., a
manufacturing company, and Trustee
of TEL Offshore Trust, an oil and
gas trust.
J. Michael Lazarus, M.D. 62 1995 Medical Director and Senior Vice
President, Fresenius Medical Care
North America, since 1996. Associate
Professor of Medicine at Harvard
Medical School from 1979 to 1996.
Senior Physician at the Brigham and
Women's Hospital from 1992 to 1996.
Practicing nephrologist at the
Brigham and Women's Hospital since
1971.
John O. Marsh, Jr. 73 1991 Visiting Professor, Virginia
Military Institute during 1998.
Chief Executive Officer of Novavax,
Inc. from July, 1996 to March, 1997
and Chairman of the Board of
Directors from July, 1996 to
February, 1997. Of Counsel to the
law firm of Hazel & Thomas, P.C.
from 1995 to 1996 and Member from
1990 through 1994. Chairman of the
Secretary of Defense Task Force on
Quality of Life since 1995. Chairman
of the Reserve Forces
</TABLE>
5
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
Policy Board from 1989 to 1994.
Legislative Counsel to Secretary of
Defense, 1989. Secretary of the Army
from 1981 to 1989. Acting Assistant
Secretary of Defense for Special
Operations and Low Intensity
Conflict, 1988. Counsellor with
Cabinet rank to President Ford from
1974 to 1977. Assistant for National
Security Affairs to Vice President
Ford, 1974. Assistant Secretary of
Defense from 1973 to 1974. U.S.
Representative in Congress from the
Seventh District of Virginia from
1963 to 1971 and member of
Appropriations Committee from 1965
to 1971. Director of DynPort LLC, a
vaccine development firm.
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING AS CLASS I DIRECTORS
DIRECTOR PRINCIPAL OCCUPATION, OTHER BUSINESS
NAME AGE SINCE EXPERIENCE AND OTHER DIRECTORSHIPS
- ---- --- ----- ----------------------------------
<S> <C> <C> <C>
Denis M. O'Donnell, M.D. 46 1998 Vice Chairman of the Board of
Directors of Novavax, Inc. since
June, 1999. General Partner at
Seaside Partners, LP, a private
equity limited partnership, since
1997. Senior Advisor to Novavax from
1997 to 1998. President of Novavax
from 1995 to 1997. Vice President,
Business Development of Novavax from
1992 to 1995. Vice President of IGI,
Inc. from 1991 to 1995. Director of
the Clinical Research Center of
MTRA, Inc., a provider of contract
pharmaceutical research, from 1986
to 1991. Director of ELXSI
Corporation, Bell National
Corporation and Columbia
Laboratories, Inc.
Ronald H. Walker 62 1995 Chairman of the Board of Directors
of Novavax, Inc. since March, 1998.
Senior Partner/Managing Director of
Korn/Ferry International, an
executive search firm from 1978 to
1999. President of Ron Walker &
Associates, Inc., a full service
consulting company from 1977 to
1978. Associate Director and
Tournament Director of World
Championship Tennis from 1975 to
1977. Director of the National Park
Service from 1972 to 1975. Special
Assistant to the President of the
United States from 1969 to 1972.
DIRECTORS CONTINUING AS CLASS III DIRECTORS
DIRECTOR PRINCIPAL OCCUPATION, OTHER BUSINESS
NAME AGE SINCE EXPERIENCE AND OTHER DIRECTORSHIPS
- ---- --- ----- ----------------------------------
Mitchell J. Kelly 40 1997 Chairman of the Board, Chief
Executive Officer and Managing
Member of Anaconda Capital
Management, L.L.C. since 1995.
Interim President and Chief
Executive Officer of Novavax from
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C> <C> <C>
September, 1998 to May, 1999.
Managing General Partner of Anaconda
Capital, L.P. (the General Partner
of Anaconda Opportunity Fund, L.P.)
since 1993. Managing General Partner
of Gallatin Partners, L.P., from
1995 to 1996. General Partner of
Junction Partners from 1990 to 1995.
President of Junction Advisors, Inc.
from 1992 to 1995. Vice President of
Junction Advisors, Inc. from 1988 to
1992 and various other positions
with the predecessor to Junction
Advisors, Inc. from 1985 to 1988.
Michael A. McManus, Jr. 57 1998 President, Chief Executive Officer
and Director of Misonix, Inc., a
developer, manufacturer and marketer
of medical, scientific and
industrial ultrasonic and air
pollution systems, since 1998.
President and Chief Executive
Officer of N.Y. Bancorp from 1990 to
1998. Vice President of Strategic
Planning and Corporate Counsel of
Pfizer Inc. from 1985 to 1990.
Assistant to President Reagan from
1982 to 1985. Director of Document
Imaging Systems, Inc. and National
Wireless, Inc.
John A. Spears 50 1999 President, Chief Executive Officer
and Director of Novavax, Inc. since
May, 1999. President and Chief
Executive Officer of Vion
Pharmaceuticals, Inc., a
biotechnology company, from August
1995 to May, 1999. President and
Chief Executive Officer of MelaRx
Pharmaceuticals, Inc., one of the
predecessor companies to Vion, from
1993 to 1995. Senior Vice President
of Immunex Corporation from 1989 to
1993. Prior to 1989, Mr. Spears held
management and research positions
with several large pharmaceutical
companies, including Bristol Myers,
Lederle and Ayerst Laboratories.
</TABLE>
There are no family relationships among any of the directors of
Novavax.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met 9 times and acted by unanimous written
consent once during 1999. Each of the directors attended at least 75% of the
meetings of the Board of Directors and the committees on which he served.
The Board of Directors of Novavax has four standing committees: an
Executive Committee, a Compensation and Stock Option Committee (the
"Compensation Committee"), an Audit Committee and a Nominating Committee. The
Executive Committee, whose members are Messrs. Walker (Chairman), Kelly, McManus
and Dr. Lazarus, has the authority to exercise the powers of the Board of
Directors between Board meetings. The Compensation Committee, whose members are
Messrs. Evans (Chairman), Marsh and McManus, reviews and recommends salaries and
other compensatory benefits for the principal officers of Novavax and grants
stock options to key employees of Novavax and its subsidiaries. The Audit
Committee, whose members are Messrs. McManus (Chairman) and Evans and Dr.
Lazarus selects Novavax's independent auditors, reviews
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<PAGE> 10
the audit of Novavax's accounts, monitors the effectiveness of the audit and
evaluates the scope of the audit. The Nominating Committee, whose members are
Dr. Lazarus (Chairman) and Mr. Kelly, reviews the qualifications and nominations
of directors. Stockholders who wish to propose qualified candidates to serve as
directors of the Company may do so in accordance with the procedures set forth
in the Company's By-laws in writing to the attention of the Secretary of the
Company at the address set forth on the first page of this Proxy Statement.
During 1999, the Audit Committee met three times, the Compensation
Committee met twice and acted by unanimous consent twice. The Nominating
Committee and the Executive Committee did not meet.
DIRECTOR COMPENSATION
Each director not employed by Novavax, other than the Chairman and Vice
Chairman of the Board, receives $1,000 for each non-telephonic meeting of the
Board of Directors he attends and $100 for each telephonic meeting. The Chairman
of the Board receives $2,000 for each non-telephonic meeting he attends and $200
for each telephonic meeting. The Vice Chairman of the Board receives $1,500 for
each non-telephonic meeting he attends and $150 for each telephonic meeting. No
other cash compensation is paid to the directors for their services to the
Company as directors. During 1999, Mr. Kelly, Mr. Walker and Dr. O'Donnell
received stock grants of 19,139 shares, 6,380 shares and 3,828 shares,
respectively, for their services as Chief Executive Officer, Chairman of the
Board and Vice Chairman of the Board, respectively. The stock was valued at
$3.92 per share. For information relating to shares of the Company owned by
each of the directors, see "Beneficial Ownership of Stock." For information
concerning the compensation of directors who are also officers of the Company,
see the Summary Compensation Table.
Stock Option Plan. Directors of Novavax are eligible to participate in
the Company's 1995 Stock Option Plan adopted by the Board of Directors and
approved by the stockholders of Novavax on September 13, 1995 (the "Plan"). In
addition, directors of Novavax who are not employees of Novavax or any
subsidiary of Novavax were eligible to participate in the 1995 Director Stock
Option Plan of Novavax (the "Director Plan") adopted by the Board of Directors
and approved by the stockholders of Novavax on September 13, 1995. The Director
Plan provided for the issuance of up to 500,000 shares of Novavax Common Stock
upon the exercise of stock options granted under the Director Plan, all of which
have been granted. Unless options are forfeited in the future, there will be no
future grants made under the Director Plan. On December 31, 1999 Mr. Walker,
Chairman of the Board of Directors, and Dr. O'Donnell, Vice Chairman of the
Board of Directors, were granted options to purchase 10,000 and 5,000 shares of
Novavax Common Stock, respectively, under the 1995 Stock Option Plan at an
exercise price of $5.63 per share. Such options are exercisable in full
beginning on the date which is six months after the date of grant and the option
exercise price per share is equal to the fair market value of a share of Novavax
Common Stock on the date the option is granted. On March 7, 2000, all directors
of Novavax who were not employees of Novavax or any subsidiary of Novavax as of
December 31, 1999 (other than Dr. O'Donnell) were granted options to purchase
10,000 shares of Novavax Common Stock under the Director Plan at an exercise
price of $5.63 per share. On January 28, 2000, Dr. O'Donnell was granted an
option to purchase 10,000 shares of Novavax Common Stock under the 1995 Stock
Option Plan at an exercise price of $5.63 per share. All such options are
exercisable in full beginning on the date which is six months after the date of
grant and the option exercise price per share is equal to the fair market value
of a share of Novavax Common Stock on December 31, 1999. The fair market value
of a share of Novavax Common Stock on January 28, 2000 was $6.75 and the fair
market value of a share of Novavax Common Stock on March 7, 2000 was $10.63. The
term of each option granted under the Director Plan is ten years, provided that
an option may be exercised only while the director continues to serve as a
director of Novavax and for a period of three years after he or she ceases to be
a director for any reason. Options are not transferable except by will or by the
laws of descent and distribution. The Board of Directors
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<PAGE> 11
supervises and administers the Director Plan. The 1995 Stock Option Plan is
administered by the Compensation Committee under delegation by the Board of
Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Evans, Marsh, McManus and Schiavone served on the Compensation
Committee during all or part of 1999. No executive officer of the Company is, or
during 1999 was, a member of the board of directors or compensation committee of
any entity that has one or more executive officers serving as a member of the
Company's Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and holders of more than
10% of the Company's Common Stock to file with the Securities and Exchange
Commission and the American Stock Exchange initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Based solely on a review of the copies of such reports furnished to
the Company or written representations that no other reports were required, the
Company believes that during 1999 its officers, directors and holders of more
than 10% of the Company's Common Stock complied with all Section 16(a) filing
requirements, except that Messrs. Walker and Harwood each filed a Form 5 several
days late reporting the grant of options and/or stock to them by the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 1999, the Company entered into a Stock and Warrant Purchase
Agreement with various accredited investors, including the Anaconda Opportunity
Fund, L.P., for the private placement of 1,651,100 shares of its common stock
and the issuance of warrants to those investors for the purchase of an
additional 412,775 shares of common stock (the "Private Placement"). The common
stock sold in the Private Placement was issued at $2.50 per share. Each share
was sold together with a non-transferable warrant for the purchase of .25
additional shares exercisable at a price of $3.75 per share for a period of
three years. On March 10, 2000, Anaconda Opportunity Fund, L.P. exercised
its 1997 warrant for the purchase of 659,090 shares of Common Stock, acquired
in connection with a private placement by the Company in February, 1997 (the
"1997 Placement"). The exercise price was $5.46 per share, which resulted in
total consideration to the Company of $3,600,000. The Company also issued
193,680 shares of its Common Stock to Anaconda Opportunity Fund, L.P. in a
cashless exercise of an additional warrant (for the purchase of 659,090 shares
of Common Stock at an exercise price of $7.28 per share) issued in connection
with the 1997 Placement. Mitchell J. Kelly, a director of the Company and at the
time of the Private Placement, an officer of the Company, is the sole general
partner of Anaconda Capital, L.P., the general partner of the Anaconda
Opportunity Fund L.P. By reason of his power to vote and control the shares
beneficially owned by the Anaconda Opportunity Fund L.P. Mr. Kelly is deemed to
share beneficial ownership of the 220,000 shares acquired by the Anaconda
Opportunity Fund in the Private Placement and the additional 58,192 shares that
the Anaconda Opportunity Fund L.P. may purchase upon exercise of the warrant it
acquired in the Private Placement and the 852,770 shares acquired upon the
excercise of warrants from the 1997 Placement.
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth the cash and noncash compensation paid
during each of the last three fiscal years to both persons who served as the
Company's Chief Executive Officer during 1999 and the three other most highly
compensated executive officers of the Company who received compensation in
excess of $100,000 during fiscal 1999 for services provided to the Company
(collectively, the "Named Executive Officers").
9
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS (1)
------------------------------------- ----------------- ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL SECURITIES UNDER- COMPENSATION (2)
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION LYING OPTIONS (#) ($)
- ------------------ ---- ------ ----- ------------ ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
John A. Spears (3) 1999 $156,250 $ ---- $ 50,000 (7) 400,000 7,190
President and Chief 1998 ---- ---- ---- ---- ----
Executive Officer 1997 ---- ---- ---- ---- ----
Mitchell J. Kelly (4) 1999 5,300 ---- 75,000 (8) 30,000 $ ----
Former Interim President 1998 7,000 ---- ---- 10,000 ----
and Chief Executive Officer 1997 7,000 ---- ---- 30,000 ----
D. Craig Wright, M.D. 1999 170,000 38,626 ---- 15,000 13,138
President--Biologics Div. 1998 170,000 3,750 ---- 60,000 12,680
and Chief Scientific Officer 1997 153,750 ---- ---- ---- 10,833
Richard J. Harwood (5) 1999 141,909 ---- ---- 25,000 10,564
Vice President--Pharmaceu- 1998 109,667 ---- 15,000 (7) 100,000 6,257
tical Product Development 1997 ---- ---- ---- ---- ----
Donald J. MacPhee (6) 1999 82,613 25,000 ---- 100,000 7,664
Vice President, Treasurer 1998 ---- ---- ---- ---- ----
and Chief Financial Officer 1997 ---- ---- ---- ---- ----
</TABLE>
- -----------------------
(1) Novavax does not have a long-term compensation program that includes
long-term incentive payouts, restricted stock awards, stock appreciation
rights or other forms of long-term compensation.
(2) The amounts shown in this column represent premiums for medical insurance,
long term disability insurance and group life insurance and Company
contributions to its 401(k) plan. The Company contributions under a 401(k)
plan made for Mr. Spears, Dr. Wright, Dr. Harwood and Mr. MacPhee during
fiscal 1999 were $415, $2,317, $1,559 and $576, respectively. The
insurance premiums paid for each of Mr. Spears, Dr. Wright, Dr. Harwood
and Mr. MacPhee during fiscal 1999 were $6,775, $10,821, $9,005 and
$7,089, respectively.
(3) Mr. Spears was elected President and Chief Executive Officer effective
May, 1999.
(4) Mr. Kelly was elected Interim President and Chief Executive Officer
effective September, 1998 and served until May, 1999.
(5) Dr. Harwood resigned effective September 30, 1999.
(6) Mr. MacPhee was elected Interim Chief Financial Officer in February, 1999
and elected Vice President, Treasurer and Chief Financial Officer
effective June, 1999.
(7) The amount shown represents reimbursement of moving costs for Mr. Spears
in 1999 and Dr. Harwood in 1998. No amounts are shown in this column if
the executive officer's perquisites are less than the lesser of $50,000 or
10% of his or her annual salary and bonus.
10
<PAGE> 13
(8) The amount shown represents a grant of 19,139 shares of the Company's
Common Stock, valued at $3.92 per share, that Mr. Kelly received for his
services as Interim President and Chief Executive Officer of the Company
during an eight month period.
STOCK OPTIONS
The following tables summarize option grants and exercises during 1999
to or by the Named Executive Officers, and the value of the options held by such
persons at the end of 1999. No SARs were granted or exercised during 1999. All
options listed below were granted at an exercise price equal to the fair market
value of the stock on the date of grant.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM (2)
OPTIONS EMPLOYEES PRICE EXPIRATION -----------------------------
NAME GRANTED (#) IN 1999(1) ($/SHARE) DATE 5% 10%
- ---- ----------- ----------- --------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
John A. Spears (3) 400,000 42.2% $3.63 5/7/09 $911,897 $2,310,927
Mitchell J. Kelly (4) 30,000 3.2 3.63 8/17/09 68,392 173,319
D. Craig Wright, M.D.(3) 15,000 1.6 3.63 5/7/09 34,196 86,660
Richard Harwood (3) 25,000 2.6 3.63 5/7/09 0 0
Donald J. MacPhee (5) 25,000 2.6 3.63 5/7/09 56,994 144,433
Donald J. MacPhee (3) 75,000 7.9 5.38 11/16/09 253,523 642,477
</TABLE>
----------------------------------
(1) A total of 948,500 options were granted to officers and employees in 1999.
(2) Amounts represent hypothetical gains (net of exercise price) that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock price appreciation
of 5% and 10% compounded annually from the date the respective options
were granted. Since the options granted to Dr. Harwood have lapsed upon
his resignation, they cannot be exercised and therefore have no potential
realizable value.
(3) These options are partially incentive stock options and partially
nonstatutory options and were awarded under the 1995 Stock Option Plan.
They vest in three equal increments on the first three anniversaries of
the date of grant. Dr. Harwood's options have lapsed upon his resignation.
(4) The options granted to Mr. Kelly are nonstatutory options and were awarded
under the 1995 Stock Option Plan. They vest in full six months after the
date of grant.
(5) The options granted to Mr. MacPhee are incentive stock options and were
awarded under the 1995 Stock Option Plan. These options were immediately
vested.
11
<PAGE> 14
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
EXERCISE REALIZED (#) ($)
NAME (#) ($) ___ (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
- ---- ------------ ------------ -------------------------- ---------------------------
<S> <C> <C> <C> <C>
John A. Spears ----- ----- 0 / 400,000 $ 0 / $ 800,000
Mitchell J. Kelly ----- ----- 40,000 / 30,000 74,400 / 60,000
D. Craig Wright, M.D. ----- ----- 426,024 / 67,500 1,853,947 / 105,463
Richard Harwood ----- ----- 0 / 0 0 / 0
Donald J. MacPhee ----- ----- 25,000 / 75,000 50,000 / 18,750
</TABLE>
- ---------------------------------
(1) Value based on the closing price of the Company's Common Stock on the
American Stock Exchange at the end of fiscal 1999 ($5.63 per share) minus
the exercise price.
EMPLOYMENT CONTRACTS
The Company has entered into substantially similar employment
agreements with Mr. Spears and Dr. Wright, pursuant to which each of these
officers receives a base annual salary of $250,000 and $170,000, respectively,
during the period of employment with the Company. Mr. Spears is also entitled to
receive a performance bonus based on achieving goals established by the Board of
Directors. In addition to any bonus awarded at the discretion of the
Compensation Committee, Dr. Wright participates in a bonus program established
for the Company's Biologics Division under which 5% of the annual revenues
received by the Biologics Division, up to a maximum of $100,000, is available to
be allocated as bonuses by Dr. Wright to himself and the other employees of the
Biologics Division. Dr. Wright is also eligible to receive his pro rata portion
of $5,000 for each patent application assigned to the Company on which he is a
named inventor. Mr. Spears was reimbursed for relocation expenses in the amount
of $50,000. Mr. Spears is employed for successive one-year periods which are
automatically renewed unless advance notice of termination is given by either
party 30 days in advance of such renewal. Dr. Wright is employed for a term
ending June, 2002. Each executive officer has agreed to maintain the
confidentiality of the Company's proprietary information and that all work
product discovered or developed by him in the course of employment with the
Company will belong to the Company. In addition, Dr. Wright has agreed not to
compete with the Company for a period of two years following the termination of
his employment and Mr. Spears has agreed not to compete with the Company for a
period of one year following the termination of his employment. In the event the
Company terminates either of the executive officers without cause, the Company
has agreed to pay severance in an amount equal to one years' base salary in the
case of Mr. Spears, and in the case of Dr. Wright, two years' base salary.
Dr. Harwood, the Company's former Vice President--Pharmaceutical
Product Development until September, 1999, was employed under a written
agreement with the Company for a term ending March 4, 2000, unless earlier
terminated. He received a base annual salary of $168,000 and was eligible to
receive a performance bonus based on meeting goals established by the Board of
Directors.
REPORT OF THE COMPENSATION COMMITTEE
EXECUTIVE COMPENSATION POLICIES
The Compensation and Stock Option Committee of the Board of Directors
(the "Committee") is composed of three non-employee directors and is responsible
for the
12
<PAGE> 15
development and administration of the Company's executive compensation policies
and programs, subject to review and approval by the full Board of Directors.
The Committee reviews and recommends to the Board for its approval the salaries
and incentive compensation for the executive officers of the Company and grants
stock options to executives and other key employees of the Company and its
subsidiaries.
The objectives of the Company's executive compensation program are to:
(i) support the achievement of the strategic goals and objectives of the
Company; (ii) attract and retain key executives critical to the success of the
Company; and (iii) align the executive officers' interests with the success of
the Company. The Company's executive compensation program currently consists of
three principal elements: base salary, annual cash incentive compensation and
long-term incentive compensation in the form of stock options.
CASH COMPENSATION
The Committee's policy is to set base salary levels for each of the
Company's executive officers based on a review of compensation for competitive
positions in the market, the executives' job skills and experience, and
judgments as to past and future contributions of the executives to the Company's
success. The corporations whose compensation practices have been studied are not
limited to the peer group listed in the stock performance chart, but include the
full range of companies with which the Company competes for executive talent.
The annual cash incentive compensation is designed to tie annual awards to
Company and individual executive performance. The Committee considers a number
of factors in determining whether annual incentive awards should be paid,
including the achievement by the Company of approved budgets, new product
introductions and progress in the development of new products, and the
achievement by the executives of their individual assigned objectives. In
considering individual performance, as contrasted to Company performance, the
Committee relies more on subjective evaluations of executive performance than on
quantitative data or objective criteria.
STOCK-BASED COMPENSATION
The Company seeks to provide its executives with opportunities for
substantially higher compensation through stock option awards. The Committee
believes that stock ownership by executive officers is important in aligning
management and stockholder interests for the long-term enhancement of
stockholder value. In selecting executives eligible to receive option grants and
determining the amount of such grants, the Committee evaluates a variety of
factors including (i) the job level of the executive, (ii) option grants awarded
by competitors to executives at a comparable job level and (iii) past, current
and prospective service rendered, or to be rendered, to the Company by the
executive. The exercise price for the options granted to executives to date has
been equal to 100% of the fair market value per share on the date of grant and
the Committee intends to continue to fix the exercise price of option grants at
100% of the fair market value per share on the date of grant. During 1999, the
committee awarded options for a total of 948,500 shares to all employees,
including options for 570,000 shares awarded to officers of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
John A. Spears was elected President and Chief Executive Officer of the
Company effective May 7, 1999 replacing Mr. Kelly who served as Interim
President and Chief Executive Officer from September, 1998 to May, 1999. Based
on negotiations with Mr. Spears, the Board of Directors agreed to pay Mr. Spears
an annual base salary of $250,000 in order to attract him to join the Company.
The criteria used to establish Mr. Spears's salary included recognition of his
responsibilities, Mr. Spears's experience and qualifications and a comparison of
salaries of other officers in comparable companies. In conjunction with his
hiring, the Board also granted Mr. Spears options to purchase 400,000 shares of
the Company's Common Stock under the terms of
13
<PAGE> 16
the Company's 1995 Stock Option Plan. These options have an exercise price equal
to the fair market value of the Company's Common Stock on the date of grant
($3.63) and vest in equal one-third increments on the first three anniversaries
of the date of grant.
Mitchell J. Kelly who served as Interim President and Chief Executive
Officer for approximately eight months in 1998 and 1999 was compensated by the
Company for his services as President and Chief Executive Officer with a stock
award of 19,139 shares of the Company's Common Stock, which was valued at
$75,000 based on the ten day trading average of the stock on the Company's
principal stock exchange at the time the determination was made by the
Compensation and Stock Option Committee. In addition, the Board also granted Mr.
Kelly options to purchase 30,000 shares of the Company's Common Stock under the
terms of the Company's 1995 Stock Option Plan. These options have an exercise
price equal to the fair market value of the Company's Common Stock on the date
of grant ($3.63) and vested in full on the six month anniversary of the date of
grant. During his service as Chief Executive Officer, Mr. Kelly also received
his customary director's fee for attending meeting of the Board of Directors.
TAX CONSIDERATIONS
Section 162(m) of the Code generally disallows a tax deduction to
public companies for compensation over $1,000,000 paid to its Chief Executive
Officer or its four other most highly compensated executive officers. Qualifying
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. In 1999, no compensation paid by the Company was
nondeductible as a result of the $1,000,000 limitation. Furthermore, the
Committee believes that, given the general range of salaries and bonuses for
executive officers of the Company, the $1,000,000 threshold of Section 162(m)
will not be reached by any executive officer of the Company in the foreseeable
future. Accordingly, the Committee has not formulated a policy to address
non-qualifying compensation.
Compensation and Stock Option Committee
Gary C. Evans, Chairman
John O. Marsh, Jr.
Michael A. McManus
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Common Stock of the Company since the Company has been publicly held, with the
cumulative total return on the AMEX Composite Index and of two peer groups over
the same period (assuming the investment of $100 in the Company's Common Stock,
the AMEX Composite Index and the peer groups on December 12, 1995, and
reinvestment of all dividends). The Company's original peer group consisted of
the Company, Penederm, Inc., Ribi Immunochem Research, Inc., Emisphere
Technologies, Inc. and Advanced Polymer Systems, Inc. Penederm, Inc. was a peer
group company through 1997. It was not included in the peer group for 1998 or
1999 because it was acquired by Mylan Laboratories. Ribi Immunochem Research,
Inc. was a peer group company through 1998. It was not included in the peer
group for 1999 because it was acquired by Corixa Corp. As a consequence of these
acquisitions, the Company has created a new peer group consisting of the
Company, Aquila Biopharmaceuticals, Inc., Cellegy Pharmaceuticals, Inc, Columbia
Laboratories, Inc and Noven Pharmaceuticals, Inc.
14
<PAGE> 17
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
12/12/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Novavax, Inc. $100.00 $ 78.95 $ 72.36 $105.26 $ 40.79 $118.42
- ------------------------------------------------------------------------------------------------------------------------
AMEX Composite Index $100.00 $102.97 $108.91 $128.96 $127.21 $158.60
- ------------------------------------------------------------------------------------------------------------------------
New Peer Group $100.00 $118.66 $169.14 $154.61 $ 52.11 $140.71
- ------------------------------------------------------------------------------------------------------------------------
Old Peer Group $100.00 $107.57 $139.80 $138.16 $101.43 $192.70
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSAL TWO -- AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK
On March 7, 2000, the Board of Directors adopted, subject to
stockholder approval, an amendment to the Company's Certificate of
Incorporation, providing for an increase from 30,000,000 to 50,000,000 in the
number of authorized shares of Common Stock (the "Amendment"). On March 17, 2000
the Company had a total of 19,233,034 shares of Common Stock outstanding and
3,677,108 shares of Common Stock reserved for issuance upon exercise of stock
options outstanding under its stock option plans and 1,689,155 shares of Common
Stock reserved for issuance under outstanding warrants.
If the Amendment is approved, the additional authorized shares of
Common Stock would be available for issuance in the future for corporate
purposes, including without limitation, financings, acquisitions, stock splits,
stock dividends and management incentive and employee benefit plans, as the
Board of Directors may deem advisable, without the necessity of further
stockholder action. The issuance of additional shares of Common Stock, other
than in connection with stock splits and stock dividends, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, would have the effect of diluting the Company's current
stockholders and could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from attempting to acquire,
control of the Company. Other than in connection with the Company's existing
stock option plans (including the proposed amendment described in Proposal 3
below) and presently outstanding warrants to purchase Common Stock, the Company
has no present intention or plans to issue any shares of Common Stock.
The affirmative vote of holders of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is required
in order to adopt the proposed Amendment. Unless indicated to the contrary, the
enclosed proxy will be voted for the proposed Amendment. Votes "withheld" or
abstaining from voting will have the same effect as a negative vote or "against"
the proposed Amendment. If you do not attend the meeting in person or return our
properly completed and signed card, you will effectively be voting against the
amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED
AMENDMENT.
15
<PAGE> 18
PROPOSAL THREE -- AMENDMENT TO THE COMPANY'S
STOCK OPTION PLAN
The Board of Directors has approved an amendment to the Company's 1995
Stock Option Plan (the "Plan") that would increase the maximum number of shares
of Novavax Common Stock available to be awarded under the Plan by 1,600,000
shares from 4,400,000 shares to a total of 6,000,000 shares. Specifically, the
amendment replaces the number "4,400,000" in Section 4 of the Plan with the
number "6,000,000." This Amendment is subject to stockholder approval at the
Meeting. The terms of the Plan and other related matters are described below.
The Board of Directors and the Compensation Committee of the Board of
Directors believe that it is important to have equity-based incentives available
to attract and retain qualified employees. In particular, the Company has used
stock options as an integral element of its overall compensation program for key
employees. The Board of Directors believes that the proposed increase in shares
available under the Plan is necessary to ensure that the Company can continue to
offer competitive levels of stock-based compensation to new and existing
employees. In addition, the Company's Director Stock Option Plan no longer has
any shares reserved for grant to directors. The Company intends not to replace
the Director Plan, but rather to grant periodic options to directors from the
1995 Stock Option Plan.
General. The Plan was adopted by the Board of Directors and approved by
the stockholders on September 13, 1995 and will terminate in 2005. The Plan was
amended by resolution of the Board of Directors adopted on March 16, 1998 and
approved by the stockholders of Novavax, Inc. on May 14, 1998 to increase the
number of shares as to which options may be granted from 4,000,000 to 4,400,000.
The Plan provides for the grant of options to directors, officers and employees
of, and consultants or advisors to, Novavax and its subsidiaries and to certain
option holders of IGI, Inc., Novavax's parent company until December 1995.
Options granted under the Plan may be either incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") or options that do not meet the requirements for incentive
stock option treatment ("nonstatutory stock options" or "NSOs"). Options for a
total of 2,034,015 shares were granted under the Plan to option holders of IGI,
Inc. in conjunction with IGI's spinoff of Novavax in December 1995 (the "Spinoff
Options") as further described below and options for an additional 3,768,620
shares have been granted under the Plan to officers, employees and consultants
of Novavax. A balance of 61,164 shares remains available to be awarded under the
Plan, after giving effect to the forfeiture of 1,463,799 shares due to employee
terminations. If the stockholders approve Proposal Three, the balance of shares
available to be awarded under the Plan will increase to 1,661,124 shares.
Administration. The Plan is administered by the Compensation Committee
under delegation by the Board of Directors. The Compensation Committee has the
authority to select the individuals to whom options are granted and to determine
the terms of each option, including the number of shares covered by each option,
the option exercise price, when the options become vested or exercisable, and
whether the options will be ISOs or NSOs.
Eligibility. All directors, employees and officers of, or consultants
or advisors to, Novavax and its subsidiaries are eligible to receive options
under the Plan, but only employees of Novavax and its subsidiaries are entitled
to receive incentive stock options. The number of individuals receiving stock
options will vary from year to year depending upon such factors as promotions
and hirings. The Company currently has 35 employees.
Exercise Price. The exercise price for an ISO cannot be less than 100%
of the fair market value of the Common Stock on the date of grant. In the case
of ISOs granted to an employee who owns more than 10% of the Common Stock at the
time of grant, the exercise price per share may not be less than 110% of such
fair market value. There is no minimum exercise price for NSOs
16
<PAGE> 19
although the Compensation Committee has generally set the exercise price at the
market value of the Common Stock on the date of grant. Options can be exercised
by paying the exercise price in cash, in shares of Novavax Common Stock then
held by the optionee, which have been held for at least six months, or by a
combination of cash and Novavax Common Stock.
Vesting and Termination. The vesting schedule of options granted under
the Plan is at the discretion of the Compensation Committee. Except for the
Spinoff Options, options granted under the Plan to officers and employees of
Novavax have generally vested and become exercisable in three or four equal
installments over a period of three to four years from the date of grant.
Options granted to directors have generally vested and become exercisable in one
installment six months from the date of grant. Options granted under the Plan
must terminate no later than ten years from the date of grant and no ISO granted
to a person who owns more than 10% of the Common Stock at the time of grant may
be exercised more than five years following the date of grant. All options
granted to date have been exercisable for a period of ten years from the grant
date. If not terminated sooner by the original terms of the option grant or
extended by action of the Compensation Committee, options granted to employees
terminate three months after termination of employment for any reason except
that in the case of termination due to death or disability options terminate one
year from the date of death or termination due to disability.
Change in Control. Unless otherwise provided in the underlying option
agreement, in the event of a consolidation, merger, combination or
reorganization or sale of all or substantially all the assets of the Company, or
in the event of a dissolution of the Company, the Board of Directors of the
Company or any corporation assuming the Company's obligations, shall take one of
the following actions with respect to then outstanding options: (i) provide that
such options be assumed or equivalent options be substituted by the acquiring or
succeeding corporation subject to Section 424 (a) of the Code, (ii) provide that
all unexercised options will terminate immediately prior to the consummation of
such transaction unless exercised by the optionee within a specified period
following the date of notice to the optionee, (iii) in the event of a
consolidation, merger, combination or reorganization under the terms of which
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the merger (the "Merger
Price"), make or provide for a cash payment to the optionees equal to the
differences between (a) the Merger Price times the number of shares of Common
Stock subject to such outstanding options (to the extent then exercisable at
prices not in excess of the Merger Price) and (b) the aggregate exercise price
of all such outstanding options in exchange for the termination of such options,
and (iv) provide that all or any outstanding options shall become exercisable in
full immediately prior to such event. The majority of the options granted under
the Plan have provided for full acceleration of vesting in the event of a
consolidation, merger, combination or reorganization or sale of all or
substantially all the assets of the Company.
Transferability. Options may not be transferred voluntarily or
involuntarily except pursuant to the laws of descent and distribution, except
that NSOs may be transferred pursuant to a qualified domestic relations order
(as defined in SEC Rule 16b-3), and options may be exercised during the
optionee's lifetime only by the optionee.
Spinoff Options. The Plan authorized the grant of options under the
Plan to all persons who held options to purchase IGI Common Stock as of the date
of IGI's distribution of its Novavax stock to IGI's stockholders which occurred
on December 12, 1995. These holders included both employees of IGI who
transferred their employment to Novavax and employees of IGI who remained with
IGI. These Spinoff Options were granted on substantially similar terms to the
corresponding options to purchase IGI Common Stock held by such holders,
including the rate at which the options vest and the expiration date of such
options, with two exceptions. First, the number of shares of Novavax Common
Stock underlying the Spinoff Options, as compared to their IGI counterparts,
reflect the distribution of one share of Novavax Common Stock for each share of
IGI Common Stock. Second, the exercise prices of the Spinoff Options were
determined by
17
<PAGE> 20
multiplying the exercise price of the related IGI option by a fraction, the
numerator of which was the product of Novavax's outstanding shares multiplied by
the fair market value of Novavax Common Stock (the weighted average of the
closing price per share of Novavax Common Stock on the American Stock Exchange
for the 20 trading days immediately following the Distribution) ("Novavax Market
Capitalization"), and the denominator of which was the sum of (a) the product of
IGI's shares outstanding multiplied by the fair market value of IGI Common Stock
(the weighted average of the closing price per share of IGI Common Stock on the
American Stock Exchange for the 20 trading days immediately following the
Spinoff) ("IGI Market Capitalization") and (b) the Novavax Market
Capitalization. The Novavax Market Capitalization amount was $36,708,251, and
the IGI Market Capitalization amount was $67,484,817. As an illustration, if an
individual held an option to purchase 100 shares of IGI Common Stock at an
exercise price of $10.00 per share, then such holder received a Spinoff Option
to purchase 100 shares of Novavax Common Stock at an exercise price of $3.52 per
share (i.e., $10.00 times $36,708,251 divided by $104,193,068 equals $3.52).
Federal Income Tax Consequences to the Optionee. In general, taxable
income is recognized with respect to an ISO only upon the sale of Common Stock
acquired through the exercise of the ISO ("ISO Stock") and not in connection
with its grant or exercise. However, the exercise of an ISO may subject the
optionholder to the alternative minimum tax. The tax consequences of selling ISO
Stock will vary with the length of time that the participant has owned the ISO
Stock at the time it is sold. If the participant sells ISO Stock after having
owned it for at least two years from the date the option was granted (the "Grant
Date") and one year from the date the option was exercised (the "Exercise
Date"), then the participant will recognize long term capital gain in an amount
equal to the excess of the sale price of the ISO Stock over the exercise price.
If the participant sells ISO Stock for more than the exercise price prior to
having owned it for at least two years from the Grant Date and one year from the
Exercise Date (a "Disqualifying Disposition"), then all or a portion of the gain
recognized by the participant will be ordinary compensation income and the
remaining gain, if any, will be a capital gain. Any capital gain realized by the
optionee from the sale of ISO Stock will be a long-term capital gain if the
participant has held the ISO Stock for more than one year prior to the date of
sale. If a participant sells ISO stock for less than the exercise price,
then the participant will recognize capital loss equal to the excess of the
exercise price over the sale price of the ISO Stock. This capital loss will be a
long-term capital loss if the participant has held the ISO Stock for more than
one year to the date of sale.
As with ISOs, the grant of NSOs does not result in the recognition of
taxable income. However, the exercise of an NSO results in the recognition of
ordinary income to the optionee in the amount by which the fair market value of
the Common Stock acquired through the exercise of the NSO ("NSO Stock") on the
Exercise Date exceeds the exercise price. Because of this tax consequence, NSOs
are typically exercised simultaneously with the sale of the NSO Stock. If the
NSO stock is not sold upon exercise, the optionee acquires a tax basis in the
NSO Stock equal to the effective fair market value of the stock on the day of
exercise (i.e., the exercise price plus any income recognized upon the exercise
of the option). The sale of NSO Stock generally will result in the recognition
of capital gain or loss in an equal amount to the excess of the sale price of
the NSO Stock over the optionee's tax basis in the NSO Stock. This capital gain
or loss will be a long-tern gain or loss if the optionee has held the NSO Stock
for more than one year prior to the date of the sale and any such capital gain
may be eligible for the lowest capital gains rate if held for more than 18
months.
Federal Income Tax Consequences to the Company. The grant and exercise
of ISOs and NSOs has no direct tax consequences to the Company. The Company
generally will be entitled to a business-expense deduction with respect to any
ordinary income recognized by an optionee, including income that results from
the exercise of an NSO or a Disqualifying Disposition of an ISO. Any such
deduction will be subject to the limitations of Section 162(m) of the Code. The
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<PAGE> 21
Company has a statutory obligation to withhold appropriate income taxes from the
ordinary income that is realized from the exercise of NSOs. The Plan provides
that an optionee must pay the necessary withholding taxes to the Company at the
time of exercise.
PLAN BENEFITS TABLE
The following table sets forth, for certain executive officers and
groups, the cumulative option awards that have been granted under the Plan or
the Director Plan through March 17, 2000. Future option grants, if any, that
will be made to eligible participants in the Plan are subject to the discretion
of the Compensation Committee and, therefore, are not determinable at this time.
Each award was made at an exercise price equal to the market value of the
Company's common stock on the day of grant. The value of each such award depends
on the market value of the Company's common stock on the day of exercise and
therefore cannot be determined or estimated at this time. The market value of
the Company's Common Stock on March 17, 2000 was $9.38 per share.
<TABLE>
<CAPTION>
NAMED EXECUTIVE OFFICERS AND TOTAL NUMBER OF SHARES GRANTED
OFFICERS, DIRECTORS AND EMPLOYEE GROUPS UNDER PLAN AS OF MARCH 17, 2000 (1)
- --------------------------------------- -----------------------------------
<S> <C>
John A. Spears.................................................................................. 400,000
Mitchell J. Kelly .............................................................................. 70,000
D. Craig Wright, M.D............................................................................ 493,524
Richard J. Harwood.............................................................................. 125,000
Donald J. MacPhee .............................................................................. 100,000
Current Executive Officers as a Group........................................................... 993,524
Current Non-Executive Directors as a Group...................................................... 766,000
Employees as a Group (other than current executive officers)....................................2,509,096
</TABLE>
- ----------------
(1) Excludes an aggregate of 2,034,015 options granted under the Plan as
Spinoff Options (as described above) to persons holding options to
purchase shares of IGI, Inc. in 1995 at the time the Company was spun off
from IGI, Inc., then its parent company.
Approval of this amendment to the Plan requires the affirmative vote of
a majority of the shares of Common Stock present or represented by proxy and
entitled to vote at the Annual Meeting. Abstentions and broker non-votes will
not be counted as shares voting on such matter and accordingly will have not
effect on the approval of Proposal Three.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE AMENDMENT TO
THE PLAN.
PROPOSAL FOUR -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as the
independent auditors of the Company for the fiscal year ending December 31,
2000, subject to ratification by stockholders at the Meeting.
PricewaterhouseCoopers LLP and one of its predecessors, Coopers and Lybrand,
L.L.P., has acted in such capacity since its initial appointment by the Board of
Directors for fiscal year 1995. If this proposal is not approved at the Meeting,
the Board of Directors will reconsider this selection. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Meeting to respond
to appropriate questions and to make a statement if he or she so desires. In
addition to examining and reporting upon the Company's financial statements,
PricewaterhouseCoopers LLP also reviews the Company's filings with the SEC and
provides consultations on financial statement implications of matters under
consideration by the Company.
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<PAGE> 22
The affirmative vote of the holders of a majority of the shares of
Common Stock cast is required for the ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company. Abstentions
and broker non-votes will not be counted as shares voting on such matter and
accordingly will have no effect on the approval of Proposal Four.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR FISCAL YEAR 2000.
ADDITIONAL INFORMATION
TRANSACTION OF OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented for consideration at the Meeting other than that described above.
However, if any other business should come before the Meeting, it is the
intention of the persons named in the enclosed Proxy to vote, or otherwise act,
in accordance with their best judgment on such matters.
SOLICITATIONS
The Company will bear the cost of soliciting Proxies. In addition to
solicitations by mail, the Company's directors, officers and regular employees
may, without additional remuneration, solicit proxies by telephone, telegraph,
facsimile and personal interviews. The Company will also request brokerage
houses, custodians, nominees and fiduciaries to forward copies of the proxy
material to those persons for whom they hold shares and request instructions for
voting the Proxies. The Company will reimburse such brokerage houses and other
persons for their reasonable expenses in connection with this distribution.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposal that a stockholder intends to present at the 2001 Annual
Meeting of Stockholders must be submitted to the Secretary of the Company at its
offices, 8320 Guilford Road, Columbia, MD 21046, no later than December 1, 2000
in order to be considered for inclusion in the Proxy Statement relating to that
meeting.
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
By Order of the Board of Directors
David A. White, Secretary
March 31, 2000
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<PAGE> 23
PROXY NOVAVAX, INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned stockholder of Novavax, Inc. hereby appoints John A.
Spears, Donald J. MacPhee and David A. White and each of them, attorneys, agents
and proxies, with the power of substitution to each, to vote all shares of
Common Stock that the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Novavax, Inc., to be held at the Four Seasons Hotel, 2800
Pennsylvania Avenue, N.W. Washington, D.C. on May 9, 2000 at 10:00 a.m., and any
adjournments thereof.
The shares represented by this proxy will be voted as directed by
the undersigned. IF NO CONTRARY INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE
VOTED FOR (1) THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY FOR CLASS
II DIRECTOR, (2) THE AMENDMENT TO THE NOVAVAX CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK ($.01 PAR VALUE) BY
20,000,000 FROM 30,000,000 TO 50,000,000, (3) THE AMENDMENT TO THE 1995 NOVAVAX,
INC. STOCK OPTION PLAN INCREASING THE AUTHORIZED SHARES BY 1,600,000 TO
6,000,000, (4) THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS AUDITORS FOR FISCAL YEAR 2000, AND (5) IN THE DISCRETION OF THE PROXYHOLDER,
ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please date and sign this Proxy and return it promptly, whether or
not you expect to attend the meeting. You may nevertheless vote in person if you
do attend. If you plan to attend, please mark the box on the reverse side.
Please sign exactly as your name is printed on the reverse side. When signing as
attorney-in-fact, executor, administrator, trustee or guardian, please give full
title as such. If stock is held in joint names, all named stockholders should
sign.
<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------- ------------------------------------
- -------------------------------------- ------------------------------------
- -------------------------------------- ------------------------------------
</TABLE>
<PAGE> 24
--------------------
NOVAVAX, INC.
--------------------
Please mark votes as in this example [ X ]
RECORD DATE SHARES:
1. To elect the following nominees as Class II Directors to serve on
the Board of Directors for a three year term expiring at the Annual Meeting of
Stockholders in 2003.
J. Michael Lazarus, M.D. FOR [ ]
WITHHOLD AUTHORITY [ ]
John O. Marsh, Jr. FOR [ ]
WITHHOLD AUTHORITY [ ]
Gary C. Evans FOR [ ]
WITHHOLD AUTHORITY [ ]
2. To approve an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Common Stock ($.01
par value) by 20,000,000 from 30,000,000 to 50,000,000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve an amendment to the 1995 Novavax, Inc. Stock Option
Plan increasing the number of shares of Common Stock authorized for issuance
thereunder by 1,600,000 shares from 4,400,000 shares to 6,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors of the Company for the current fiscal year ending December
31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. And to vote and act upon any other matters which may properly
come before the meeting or any adjournment thereof.
Mark box at right if you plan to attend the meeting [ ]
Mark box at right if an address change or comment has
been noted on the reverse side of this card [ ]
Please be sure to sign and date this Proxy.
- -------------------------------------------------------------------------------
Stockholder sign here Co-Owner sign here Date
