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As filed with the Securities and Exchange Commission on September 18, 2000
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)
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<S> <C>
DELAWARE 22-2816046
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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8320 GUILFORD ROAD, COLUMBIA, MARYLAND 21046
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plan)
John A. Spears
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 of
to be to be price offering registration
registered registered per share price fee
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Common Stock, 1,600,000 $ 9.03 (1) $14,448,000 $3,814.27
$.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 September 14, 2000, in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933.
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Page 1 of 9 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 and a Registration Statement on Form S-8, File No. 333-77611, filed on
May 3, 1999, the contents of which are 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,
Inc. 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, and as amended by the Second Amendment to the Novavax, Inc. 1995 Stock
Option Plan approved by the stockholders of the Registrant on May 9, 2000,
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
Item 3. Incorporation of Documents by Reference
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, on the 14th day of
September, 2000.
NOVAVAX, INC.
By: /s/ John A. Spears
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John A. Spears, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Novavax, Inc. hereby
severally constitute John A. Spears 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/ John A. Spears President, Chief Executive Officer September 14, 2000
------------------------------------------- and Director (Principal Financial
John A. Spears and Accounting Officer)
/s/ Gary C. Evans Director August 18, 2000
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Gary C. Evans
/s/ Mitchell J. Kelly Director September 14, 2000
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Mitchell J. Kelly
/s/ J. Michael Lazarus, M.D. Director September 14, 2000
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J. Michael Lazarus, M.D.
/s/ John O. Marsh, Jr. Director September 14, 2000
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John O. Marsh, Jr.
/s/ Michael A. McManus, Jr. Director September 14, 2000
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Michael A. McManus, Jr.
/s/ Denis M. O'Donnell Director September 14, 2000
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Denis M. O'Donnell
/s/ Ronald H. Walker Director September 14, 2000
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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.)
10.3 Second Amendment to Novavax, Inc.
1995 Stock Option Plan 8
23.1 Consent of PricewaterhouseCoopers LLP 9
23.2 Consent of White & McDermott, P.C.
(included in Exhibit 5) 6
24 Power of Attorney (included in the signature pages
of this Registration Statement) __
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