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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 2001
REGISTRATION NO._____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVAVAX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2816046
(State of incorporation) (I.R.S. Employer Identification Number)
8320 GUILFORD ROAD
COLUMBIA, MD 21046
(301) 854-3900
(Address, including zip code, and telephone number,
of registrant's principal executive offices)
JOHN A. SPEARS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOVAVAX, INC.
8320 GUILFORD ROAD
COLUMBIA, MD 21046
(301) 854-3900
(Name, address, including zip code,
and telephone number, of agent for service of process)
With a copy to:
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DAVID A. WHITE, ESQ.
WHITE & MCDERMOTT, P.C.
65 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02481
(781) 431-1700
Approximate date of commencement of proposed sale to the public: As
soon as practicable and from time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered (1) Per Share (2) Offering Price Fee
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock 3,387,501 shares $8.58 $29,064,759 $ 7,266.19
($.01 par value)
</TABLE>
(1) Pursuant to Rule 416, there are also being registered an indeterminate
number of shares of common stock which may become issuable pursuant to the
antidilution provisions of underlying convertible securities.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c), based upon the average of the high and low
sale prices on January 2, 2001, as reported by the American Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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PROSPECTUS
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NOVAVAX, INC.
3,387,501 SHARES OF COMMON STOCK
JANUARY 4, 2001
===============================================================================
Novavax, Inc. is registering the offer and sale from time to time of
up to 3,387,501 shares of our common stock by the selling stockholders
identified in the "Selling Stockholders" section of this prospectus.
Novavax will not receive any of the proceeds from the sale of the
shares by the selling stockholders.
Our common stock is listed for quotation on the American Stock
Exchange under the symbol NOX. On January 2, 2001, the closing sale price of
the common stock, as reported by the American Stock Exchange, was $8.41 per
share.
Novavax was incorporated in Delaware in 1987. The principal executive
offices are currently located at 8320 Guilford Road, Columbia, Maryland 21046.
The telephone number is (301) 854-3900.
INVESTING IN NOVAVAX COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
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You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. No one has been
authorized to provide you with different information.
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Risk Factors................................................................................................ 3
The Company................................................................................................. 9
Incorporation of Documents by Reference.....................................................................11
Special Note Regarding Forward Looking Statements...........................................................12
Selling Stockholders........................................................................................12
Use of Proceeds.............................................................................................14
Plan of Distribution........................................................................................14
Legal Matters...............................................................................................16
Experts.....................................................................................................16
Available Information.......................................................................................16
</TABLE>
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NOVAVAX, INC.
3,387,501 SHARES OF COMMON STOCK
PROSPECTUS
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RISK FACTORS
You should carefully read the following risk factors in addition to
the remainder of this prospectus before purchasing any shares of our common
stock. If any of the following risks occur, our business, financial condition
or operating results could be adversely affected. In that case, the trading
price of our common stock could decline, and you could lose all or part of your
investment. In the following risk factors, when we say "our products" we mean
products other than the Fielding products.
THE FIELDING ACQUISITION MAY NOT RESULT IN A SMOOTH INTEGRATION OF OUR FUTURE
PRODUCTS INTO FIELDING'S CURRENT SALES AND DISTRIBUTION CHANNELS
We cannot be certain whether the acquisition of Fielding will result
in a successful integration of our future products into Fielding's sales and
distribution channels. Among the reasons we have acquired Fielding are its
experienced sales representatives and seasoned management team, its existing
product revenues and operating income, which will provide Fielding with the
financial resources to fund the development of additional proprietary products,
and the synergies which will be created by the merger. In the event that we are
unable to integrate successfully, our results of operations and financial
condition would be materially adversely affected and we would continue to have
limited revenues and large operating losses. In addition, our inability to
integrate successfully would increase our dependence on other third party
collaborations.
WE HAVE NOT COMPLETED THE DEVELOPMENT OF ANY PRODUCT AND OUR ABILITY TO DO SO
IS UNCERTAIN
All of our potential products are still in various stages of
pre-clinical research or clinical trials. Significant further research and
development, pre-clinical and clinical testing, regulatory approval and
additional financing are all necessary before the commercial sale of any of our
products.
We are not certain whether we will be able to complete the development
of and sell any of our products. The development of pharmaceutical products
based on new technologies is subject to a variety of inherent risks of failure.
These risks include the following:
- Our potential products may be found to be unsafe, to have harmful side
effects on humans, to be ineffective or may otherwise fail to meet
regulatory standards or receive necessary regulatory approvals.
- Our potential products may be too difficult or costly to manufacture
on a large scale, to develop into commercially viable products or to
market.
- Our potential products may not be accepted by the medical community.
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- Other companies may market superior or equivalent products.
- Other parties may claim proprietary rights to our product technology
that prevent us from marketing our products.
- We may be unable to raise enough money to finance our continued
product development.
We are currently in Phase III clinical trials for our estrogen
replacement therapy product, ESTRASORB. Although the successful completion of
Phase III testing of this drug appears likely, there is no guarantee that this
will occur. If ESTRASORB were to fail Phase III testing, our projected future
earnings would be negatively affected. In addition, our other products are in
various phases of testing and we cannot guarantee that these products will
successfully pass such testing phases, and if so, will result in commercially
successful products. Clinical trial results are frequently susceptible to
varying interpretations by scientists, medical personnel, regulatory personnel,
statisticians and others which may delay, limit or prevent further clinical
development or regulatory approvals of a product candidate. Also, the length of
time that it takes for us to complete clinical trials and obtain regulatory
approval for product marketing can vary by product and by the indicated use of
a product. We are unable to predict the length of time before we complete the
necessary clinical trials and obtain regulatory approval.
WE HAVE A HISTORY OF LOSSES AND OUR FUTURE PROFITABILITY IS UNCERTAIN
Our expenses have exceeded our revenues since our formation in 1987,
and our accumulated deficit at September 30, 2000 was $50.1 million. Our
revenues for the last three years were $520,000 in 1997, $681,000 in 1998 and
$1.2 million in 1999. The Fielding acquisition will generate revenue from
commercial sales of products but we cannot be certain that these revenues will
be sufficient to offset our expenses in the future. We have received a very
limited amount of product-related revenue from research contracts, licenses and
agreements to provide vaccine products, services and adjuvant technologies. We
cannot be certain that we will be successful in entering into strategic
alliances or collaborative arrangements with other companies that will result
in other significant revenues to offset our expenses. Our net losses for the
last three years were $4.5 million in 1997, $4.8 million in 1998 and $4.5
million in 1999. Our losses have resulted from research and development
expenses, protection of our patents and other intellectual property and other
general operating expenses. We expect that our annual losses will increase in
the near term as we conduct additional and larger clinical trials and seek
regulatory approval for advanced stage product candidates. Therefore, we expect
our cumulative operating loss to increase until such time, if ever, as product
sales, licensing fees and royalty payments generate sufficient revenue to fund
our continuing operations. We cannot predict when, if ever, we might achieve
profitability and cannot be certain that we will be able to sustain
profitability, if achieved.
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WE MAY NEED SUBSTANTIAL ADDITIONAL CAPITAL TO GROW AND OPERATE OUR BUSINESS AND
WE ARE UNCERTAIN ABOUT OBTAINING FUTURE FINANCING
We estimate that our existing cash resources will be sufficient to
finance our operations at current and projected levels of development and
general corporate activity for the next 12 to 15 months. Thereafter, we will
require substantial additional funds to continue our research and development,
commence future pre-clinical and clinical trials, seek regulatory approvals,
establish commercial-scale manufacturing capabilities and market our products.
We may seek additional funds through public or private equity or debt
financings, collaborative arrangements with pharmaceutical companies and other
sources. We cannot be certain that adequate additional funding or bank
financing will be available to us on acceptable terms, if at all. If we cannot
raise the additional funds we need to continue our current and anticipated
operations, we may be required to delay significantly, reduce the scope of or
eliminate one or more of our research or development programs. If that is the
case we will seek other alternatives to avoid insolvency, including
arrangements with collaborative partners or others that may require Novavax to
relinquish rights to certain of its technologies, product candidates or
products.
OUR SUCCESS DEPENDS ON OUR ABILITY TO MAINTAIN THE PROPRIETARY NATURE OF OUR
TECHNOLOGY
Our success will, in large part, depend on our ability to maintain the
proprietary nature of our technology and other trade secrets. To do so, we must
prosecute and maintain existing patents, obtain new patents and pursue trade
secret protection. We also must operate without infringing the proprietary
rights of third parties or letting third parties infringe our rights. Novavax
has 50 United States patents and 125 foreign patents covering its technologies,
including its Novamix(TM) production equipment. However, patent issues relating
to pharmaceuticals involve complex legal, scientific and factual questions. To
date, no consistent policy has emerged regarding the breadth of biotechnology
patent claims that are granted by the United States Patent and Trademark Office
or enforced by the federal courts. Therefore, we do not know whether our
applications will result in the issuance of patents, or that any patents issued
to Novavax will provide us with any competitive advantage. We also cannot be
sure that Novavax will develop additional proprietary products that are
patentable. Furthermore, there is a risk that others will independently develop
or duplicate similar technology or products or circumvent the patents issued to
Novavax.
There is risk that third parties may challenge our existing patents or
may claim that we are infringing their patents or proprietary rights. We could
incur substantial costs in defending patent infringement suits or in filing
suits against others to have their patents declared invalid or claim
infringement. It is also possible that we may be required to obtain licenses
from third parties to avoid infringing third-party patents or other proprietary
rights. We cannot be sure that such third-party licenses would be available to
us on acceptable terms, if at all. If we are unable to obtain required
third-party licenses, we may be delayed in or prohibited from developing,
manufacturing or selling products requiring such licenses.
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Some of our know-how and technology is not patentable. To protect our
proprietary rights in unpatentable intellectual property and trade secrets, we
require employees, consultants, advisors and collaborators to enter into
confidentiality agreements. These agreements may not provide meaningful
protection for Novavax's trade secrets, know-how or other proprietary
information in the event of any unauthorized use or disclosure.
OTHER ORGANIZATIONS HAVE GREATER RESOURCES TO DEVELOP, MANUFACTURE AND MARKET
COMPETITIVE PRODUCTS
We compete with numerous other companies worldwide that have developed
or are developing novel drug delivery and encapsulation technologies. These
competitors include both large and small pharmaceutical companies,
biotechnology firms, universities and other research institutions. Novavax may
not succeed in developing technologies and products that are more effective
than those being developed by our competitors. Novavax's technologies and
products may be rendered obsolete or noncompetitive as a result of products
introduced by competitors. Most of our competitors have substantially greater
financial and technical resources, production and marketing capabilities and
related experience than Novavax. The greater resources, capabilities and
experience of our competitors may enable them to develop, manufacture and
market their products more successfully and at a lower cost than Novavax. In
addition, many of Novavax's competitors have significantly greater experience
than Novavax in conducting preclinical testing and clinical trials of human
pharmaceuticals and obtaining regulatory approvals to market such products.
Accordingly, Novavax's competitors may succeed in obtaining FDA approval for
products more rapidly than Novavax which may give them an advantage over
Novavax in achieving market acceptance of their products.
WE NEED MARKETING AND MANUFACTURING PARTNERS TO COMMERCIALIZE OUR PRODUCTS
We do not have any significant manufacturing capability and our drug
development capability is limited in large part by our finances. Although we
have the ability to produce the limited quantities of products needed to
support our current research and development program and clinical trials, we
will need more production capacity for larger, later-stage clinical studies and
commercial sales. Therefore, our ability to successfully develop and
commercialize our products depends, in large part, on our success in entering
into strategic alliances or licensing arrangements with collaborative partners,
primarily pharmaceutical companies. We expect that these partners will assume
various responsibilities for product commercialization including conducting
clinical trials, submitting applications for regulatory approval and
manufacturing product supplies. However, we may not be able to negotiate
collaborative arrangements on acceptable terms, if at all. Even if such
collaborations are established, they may not be scientifically or commercially
successful. There is a risk that our collaborative partners may fail to perform
their obligations to develop and manufacture our products in which case our
business may be adversely affected. We also face the risk that our
collaborative partners may develop competing technologies for treating the
diseases and conditions targeted by our products, either on their own or in
collaboration with others.
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In certain circumstances, it may be advantageous for us to retain
manufacturing rights for some of the products that we license to collaborative
partners. However, we cannot be sure that we will be able to retain such rights
on acceptable terms, if at all, or that we will have the ability to produce the
quantities of product required under the terms of such arrangements. Our
reliance on collaborative arrangements for product development and
commercialization may result in lower revenues from royalties and other
payments than we could have generated had we commercialized and marketed
products ourselves.
If we manufacture our own products, we will need to acquire additional
manufacturing facilities and to improve our manufacturing technology.
Establishing additional manufacturing facilities will require us to spend
substantial funds, hire and retain a significant number of additional personnel
and comply with extensive regulations applicable to such facilities here and
abroad, including the current good laboratory practices and good manufacturing
practices required by the FDA. If we elect to or need to manufacture our own
products, we risk the possibility that we may not be able to do so in a timely
fashion at acceptable quality and prices or in compliance with good laboratory
practices and good manufacturing practices. If we are not able to enter into
commercial manufacturing agreements or successfully develop our own commercial
manufacturing capacity, sales of our products will be delayed or reduced.
We are in the process of validating our manufacturing methods for
ESTRASORB, which is required under FDA guidelines. We are currently using one
third-party contract manufacturer for our clinical needs. We intend to qualify
at least one additional FDA approved manufacturing facility after receiving FDA
approval, which approval should be received in approximately 18 months.
However, if our current manufacturer is unable to produce ESTRASORB, Novavax
would not have immediate access to this product. Under such circumstances
Novavax would be required to reestablish its validation process at a different
third-party contract manufacturer. This would delay the commercialization of
ESTRASORB.
WE MAY NOT SUCCEED IN OBTAINING THE FDA APPROVAL NECESSARY TO SELL OUR PRODUCTS
The development, manufacture and marketing of our pharmaceutical
products are subject to government regulation in the United States and other
countries. In the United States and most foreign countries, we must complete
rigorous preclinical testing and extensive human clinical trials that
demonstrate the safety and effectiveness of a product in order to apply for
regulatory approval to market the product. One of our product candidates,
ANDROSORB, is now in Phase I human clinical studies. ESTRASORB is currently in
Phase III clinical trials for estrogen replacement therapy. Our other product
candidates are in pre-clinical laboratory or animal studies. Before applying
for FDA approval to market any particular product candidate, we must conduct
larger-scale Phase II and III human clinical trials that demonstrate the safety
and efficacy of our products to the satisfaction of the FDA or other regulatory
authorities. These processes are expensive and can take many years to complete.
We may not be able to demonstrate the safety and efficacy of our products to
the satisfaction of the FDA or other regulatory authorities. Novavax may also
be required to demonstrate that its proposed product represents an improved
form of treatment over existing therapies and we may be unable to do so without
conducting further clinical studies, if at all.
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We may fail to obtain regulatory approval for our products on a timely
basis, if at all. Delays in obtaining regulatory approval can be extremely
costly in terms of lost sales opportunities and increased clinical trial costs.
The speed with which we complete our clinical trials and our applications for
marketing approval will depend on several factors, including the following:
- the rate of patient enrollment, which is a function of many factors,
including the size of the patient population, the proximity of
patients to clinical sites, the eligibility criteria for the study and
the nature of the protocol;
- institutional review board approval of the protocol and the informed
consent form;
- prior regulatory agency review and approval;
- analysis of data obtained from pre-clinical and clinical activities
which are susceptible to varying interpretations, which
interpretations could delay, limit or prevent regulatory approval;
- changes in the policies of regulatory authorities for drug approval
during the period of product development; and
- the availability of skilled and experienced staff to conduct and
monitor clinical studies and to prepare the appropriate regulatory
applications.
We have limited experience in conducting and managing the pre-clinical
and clinical trials necessary to obtain regulatory marketing approvals. We may
not be able to obtain the approvals necessary to conduct clinical studies.
Also, the results of our clinical trials may not be consistent with the results
obtained in pre-clinical studies or the results obtained in later phases of
clinical trials may not be consistent with those obtained in earlier phases. A
number of companies in the biopharmaceutical industry have suffered significant
setbacks in advanced clinical trials, even after experiencing promising results
in early animal and human testing. If regulatory approval of a drug is granted,
such approval is likely to limit the indicated uses for which it may be
marketed. Furthermore, even if a product of ours gains regulatory approval, the
product and the manufacturer of the product will be subject to continuing
regulatory review. We may be restricted or prohibited from marketing or
manufacturing a product, even after obtaining product approval, if previously
unknown problems with the product or its manufacture are subsequently
discovered.
OUR BYLAWS CONTAIN ANTI-TAKEOVER PROVISIONS THAT MAY DETER AN ACQUISITION OF
NOVAVAX, A CHANGE OF MANAGEMENT OR OTHER EVENTS THAT MIGHT BENEFIT STOCKHOLDERS
Our Amended and Restated Certificate of Incorporation requires that
any action required or permitted to be taken by stockholders of Novavax must be
effected at a duly called annual or special meeting of stockholders and may not
be effected by any consent in writing, and will
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require reasonable advance notice by a stockholder of a proposal or director
nomination which such stockholder desires to present at any annual or special
meeting of stockholders. Special meetings of stockholders may be called only by
the Chief Executive Officer or, if none, the President of Novavax or the Board
of Directors. The Restated Certificate of Incorporation also provides for a
classified Board of Directors and members of the Board of Directors may be
removed only for cause upon the affirmative vote of holders of at least
two-thirds of the shares of capital stock of Novavax entitled to vote. The
Board of Directors also has the authority, without further action by the
stockholders, to fix the rights and preferences of, and issue shares of,
preferred stock.
These provisions and other provisions of our Restated Certificate of
Incorporation and By-Laws may deter hostile takeovers or delay or prevent
changes in control or management of Novavax, including transactions in which
stockholders might otherwise receive a premium for their shares over then
current market prices. In addition, these provisions may limit the ability of
stockholders to approve transactions that they believe to be beneficial.
FIELDING IS NOT IN COMPLIANCE WITH THE FDA REGULATION RELATING TO THE PACKAGING
OF PRODUCTS SUCH AS NESTABS CBF
Fielding is not presently in compliance with federal regulations which
require unit-dose packaging of its Nestabs CBF product. Although Fielding has
indicated that it expects to be in full compliance by the first quarter of the
year 2001, such compliance is not certain. Non-compliance with this FDA
regulation could subject Fielding to substantial fines and a halt to its
production and sale of the Nestabs CBF product. Should the sales of the Nestabs
CFB product be halted, the Fielding revenues would be adversely impacted.
THE COMPANY
Novavax, Inc. is a biopharmaceutical company focused on the research,
development and commercialization of products utilizing its proprietary drug
delivery and vaccine technologies for large and growing markets, including
women's health, infectious diseases and cancer. The company holds 50 United
States patents for its drugs and has 3 patents pending. Our technologies
involve the use of proprietary, microscopic lipid structures as vehicles for
the delivery of a wide variety of drugs and other therapeutic products,
including certain hormones, anti-bacterial and anti-viral products and vaccine
adjuvants, which are substances added to vaccines to enhance their
effectiveness. These technologies support three product development programs:
hormone replacement therapies, vaccine and vaccine adjuvant applications and
anti-infection agents. We are applying our proprietary lipid vesical
encapsulation technologies including Novasome(R) lipid vesicles and micellar
nanoparticles to develop product candidates for the transdermal, oral and
injectable delivery of generic and non-generic drugs, peptides, proteins and
oligonucleotides. Our Novasome technology is also being developed as an
adjuvant delivery system for enhanced vaccine efficacy. We have several product
candidates in pre-clinical and clinical trials, including ESTRASORB(TM), a
topical transdermal cream for estrogen replacement therapy which entered US
multi-center Phase III clinical testing in September, 1999.
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Our diverse product portfolio and multiple technologies reduce our
dependence on a limited number of compounds and enhance our ability to
introduce novel products in a broad range of substantial markets. Moreover,
through our proprietary drug delivery technology, we can deliver a wide range
of pharmaceuticals topically, mucosally, orally, intravaginally and by
injection. We are currently in various stages of product development, ranging
from preclinical to Phase III trials.
Most of our product candidates are still in a relatively early stage
of development and cannot be marketed until Phase I, Phase II and Phase III
human clinical studies have been completed and new drug applications have been
prepared, filed and approved by the FDA and other applicable regulatory
agencies. We expect that this process will continue over several years and will
require us to spend substantial amounts of money which we will have to raise
from additional financings or licensing agreements. Therefore, we expect that
our annual operating losses and accumulated deficit will continue for the
foreseeable future. We estimate that our current cash resources will be
sufficient to finance company operations at presently planned levels for
another 12 to 15 months.
On October 4, 2000 Novavax entered into an Agreement and Plan of
Merger by and among Novavax, Fielding Pharmaceutical Company, each of the
existing stockholders of Fielding and a wholly-owned subsidiary of Novavax,
which provided for the merger of Fielding with and into that wholly-owned
subsidiary. The transaction was closed on December 19, 2000. The Fielding
stockholders received cash and shares of common stock of Novavax in exchange
for shares of common stock of Fielding. Of the total consideration of $31.5
million to be paid by Novavax to the Fielding stockholders, $13.0 million was
paid in cash and $18.5 million was paid in common stock of Novavax. In
addition, the Fielding stockholders could also receive up to an additional $5.0
million worth of common stock of Novavax, or cash, at Novavax's option, if the
wholly-owned subsidiary's earnings and revenues from the sale of Fielding
products achieved certain targets following the closing of the merger. Novavax
has entered into employment agreements with each of the four key members of the
Fielding management team.
Fielding packages, markets and sells its own line of pregnancy
vitamins, oral estrogen tablets and over-the-counter women's pre-natal health
care products. Fielding's over-the-counter products include the following:
- Nestabs(R) OTC, a prenatal vitamin;
- Lurline(R) PMS, which provides relief from premenstrual syndrome;
- Nesentials(TM), a multi-vitamin and calcium supplement used to promote
bone health;
- Irospan(R), an extended release iron supplement with ascorbic acid for
increased absorption; and
- Nestrex(R), an anti-nausea product for use during pregnancy.
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Fielding's prescription products include the following:
- Nestabs(R) CBF, a prenatal multivitamin and mineral supplement
containing 50 mg of carbonyl iron;
- Nestabs(R) FA, a prenatal multivitamin and mineral supplement
containing 29 mg of ferrous fumarate; and
- Gynodiol(R), an estrogen replacement therapy.
The pregnancy vitamin market in the United States is currently $136
million a year and Fielding's market share was 8.8% as of the fourth quarter of
1999, up from 6.5% in the first quarter of 1999.
For the year ended December 31, 1999, Fielding had revenues from the
sales of these products of $11.6 million, which generated net income of $3.6
million. Novavax intends to continue the operation of Fielding through Newco
and to use Fielding's sales and marketing expertise for Novavax's own
proprietary women's health care products when these products have received
regulatory approval.
On December 19, 2000, King Pharmaceuticals, Inc. signed an agreement
to make a $25.0 million convertible note investment in Novavax in two stages.
The first note, in the principal amount of $20.0 million, was issued on December
19, 2000 and is convertible into 2,000,000 shares of Novavax common stock at an
initial conversion price of $10.00 per share. The note has a maturity date of
December 19, 2007 and accrues interest at an annual rate of 4%. Novavax
received gross proceeds of $20.0 million on December 19, 2000 upon issuance of
the first note. Novavax used a portion of the proceeds to complete its
acquisition of Fielding and will use the balance for general operating
purposes. King will be obligated to purchase a second convertible note, in the
principal amount of $5.0 million, when Novavax files a New Drug Application for
its topical trandsdermal estrogen replacement therapy, ESTRASORB, which is
expected to be filed in the first half of 2001.
Our website can be found at www.novavax.com. The contents of our
website are not a part of this prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring you to those documents. This prospectus is part of a Registration
Statement we filed with the SEC. You should rely on the information
incorporated by reference in this prospectus and the Registration Statement.
The information incorporated by reference is considered to be part of this
prospectus and information we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act until the selling
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stockholders sell all of their shares of common stock or the offering is
otherwise terminated. The documents we are incorporating by reference are:
1. Novavax's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
2. Novavax's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
3. Novavax's Current Reports on Form 8-K, dated July 18, 2000,
September 19, 2000, October 19, 2000, as amended, December 22,
2000 and January 2, 2001;
4. The Company's definitive Proxy Statement, dated March 31, 2000
relating to the Annual Meeting of Stockholders held on May 9,
2000; and
5. The description of the common stock contained in Novavax's
Registration Statement on Form 10, File No. 0-26770, filed on
September 14, 1995 pursuant to Section 12(b) of the Securities
Exchange Act.
The reports and other documents that we file after the date of this
prospectus will update and supersede the information in this prospectus.
You may request a copy of these filings at no cost by writing or
telephoning our chief financial officer at the following address and telephone
number: Novavax, Inc., 8320 Guilford Road, Columbia, MD 21046; (301) 854-3900.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We also caution you that this prospectus contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. These statements are based on management's
beliefs and assumptions and on information currently available to management
and use words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate," or similar expressions. Forward-looking statements include
information concerning possible or assumed future results of operations, future
product development and related clinical trials and statements regarding future
research and development. Forward-looking statements necessarily involve risks
and uncertainties and other factors which may cause the actual results,
performance or achievements of Novavax, or industry results, to be materially
different from those anticipated in the forward-looking statements. These risks
and uncertainties are discussed in the Risk Factors section and elsewhere in
this prospectus.
SELLING STOCKHOLDERS
We are registering all 3,387,501 shares covered by this prospectus on
behalf of the selling stockholders named in the table below. We have issued a
$20.0 million convertible note to King Phamaceuticals, Inc., which is initially
convertible into 2,000,000 of the shares registered hereby. The registration of
such shares does not necessarily mean that King will convert all or any
12
<PAGE> 15
portion of its convertible note. We have also issued 1,387,501 of the shares
registered hereby pursuant to the terms of the company's merger agreement with
Fielding under which we issued a total of 2,312,501 shares of our common stock
to the selling parties therein. We have registered the shares covered by this
prospectus to permit the selling stockholders and their pledgees, donees,
transferees or other successors-in-interest that receive their shares from a
selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus to resell the shares when
they deem appropriate. We have registered these shares in accordance with
registration rights we granted to the selling stockholders in connection with
King's investment in Novavax and Novavax's acquisition of Fielding. See "The
Company" for information about these transactions.
The selling stockholders may offer and sell all, a portion or none of
the common stock offered pursuant to this prospectus.
The following table sets forth certain information with respect to the
selling stockholders, including
- the name of the selling stockholders,
- the number of shares of common stock owned by each selling stockholder
as of December 31, 2000,
- the number of shares that may be offered under this prospectus, and
- the number of shares of our common stock that will be owned by each of
the selling stockholders after this offering is completed, assuming
all of the shares covered by this prospectus are sold.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
------------------- -------------------
Owned Prior to Number of Owned After
-------------- --------- -----------
Offering Shares Offering
-------- ------ --------
Name of Selling Stockholder Number Percent Being Offered Number Percent
--------------------------- ------ ------- ------------- ------ -------
<S> <C> <C> <C> <C> <C>
King Pharmaceuticals, Inc.(1) 2,000,000 8.2 2,000,000 0 0
William E. Georges (2) 714,702 2.9 438,525 276,177 1.1
Melissa E. Georges (3) 714,702 2.9 438,525 276,177 1.1
Credit Shelter Trust A 357,351 1.5 191,263 166,088 *
of the George P. Georges
Revocable Trust
John P. Gauthier, Jr. (4) 262,873 1.1 159,594 103,279 *
Joe D. Ducharme (5) 262,873 1.1 159,594 105,279 *
</TABLE>
* Less than one percent.
(1) Amount shown assumes conversion of the entire $20.0 million principal
amount of King's convertible note at a conversion price of $10.00 per share.
This conversion price is subject to adjustment based on dilutive issuances of
common stock and rights to acquire common stock, as
13
<PAGE> 16
defined in our agreement with King. This prospectus also relates to such
indeterminate number of shares of common stock which may become issuable under
these antidilution provisions.
(2) William E. Georges has been a Director of the Company since December 19,
2000 and is currently Senior Vice President of Fielding, a wholly owned
subsidiary of Novavax.
(3) Melissa E. Georges is currently President of Fielding.
(4) John P. Gauthier, Jr. is currently Vice President - Sales and Marketing of
Fielding.
(5) Joe D. Ducharme is currently National Sales Manager of Fielding.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling stockholders.
PLAN OF DISTRIBUTION
Shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus and, to the extent permitted by their
registration rights agreement with Novavax, by their donees or transferees and
their other successors in interest. The selling stockholders may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed prices, which
may be changed. Each selling stockholder reserves the right to accept or
reject, in whole or in part, any proposed purchase of shares, whether the
purchase is to be made directly or through agents.
The selling stockholders may offer their shares at various times in
one or more of the following transactions:
- in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
- in transactions involving cross or block trades or otherwise on the
Nasdaq National Market or any national securities exchange on which
the common stock is listed;
- in transactions "at the market" to or through market makers in the
common stock or into an existing market for the common stock;
- in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or sales
of the shares effected through agents;
- through transactions in options, swaps or other derivatives which may
or may not be listed on an exchange;
- in privately negotiated transactions; or
- in a combination of any of the foregoing transactions.
The selling stockholders also may sell their shares in accordance with
Rule 144 under the Securities Act.
From time to time, one or more of the selling stockholders may pledge
or grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in
14
<PAGE> 17
performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares from time to time by this prospectus. The selling
stockholders also may transfer and donate shares in other circumstances. The
number of shares beneficially owned by selling stockholders will decrease as
and when the selling stockholders transfer or donate their shares or default in
performing obligations secured by their shares. The plan of distribution for
the shares offered and sold under this prospectus will otherwise remain
unchanged, except that the transferees, donees, pledgees, other secured parties
or other successors in interest will be selling stockholders for purposes of
this prospectus.
A selling stockholder may enter into hedging transactions with
broker-dealers. A selling stockholder also may enter into option or other
transactions with broker-dealers that involve the delivery of shares to the
broker-dealers, who may then resell or otherwise transfer such shares. In
addition, a selling stockholder may loan or pledge shares to a broker-dealer,
which may sell the loaned shares or, upon a default by the selling stockholder
of the secured obligation, may sell or otherwise transfer the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or
agents to sell their shares. The persons acting as agents may receive
compensation in the form of commissions, discounts or concessions. This
compensation may be paid by the selling stockholders or the purchasers of the
shares of whom such persons may act as agent, or to whom they may sell as
principal, or both. The compensation as to a particular person may be less than
or in excess of customary commissions. The selling stockholders and any agents
or broker-dealers that participate with the selling stockholders in the offer
and sale of the shares may be deemed to be "underwriters" within the meaning of
the Securities Act. Any commissions they receive and any profit they realize on
the resale of the shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any selling stockholders
can presently estimate the amount of such compensation.
If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other
items constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the shares specified
in the supplement if they purchase any of the shares.
We have informed the selling stockholders that during such time as
they may be engaged in a distribution of the shares, they are required to
comply with Regulation M under the Securities Exchange Act. With exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
other persons who participate in such a distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution
is complete.
15
<PAGE> 18
Under our registration rights agreement with the selling stockholders,
we are required to bear the expenses relating to this offering, excluding any
underwriting discounts or commissions, stock transfer taxes and fees and
disbursements of counsel to the selling stockholders. We estimate these
expenses will total approximately $43,500.
We have agreed to indemnify the selling stockholders and their
respective controlling persons against certain liabilities, including certain
liabilities under the Securities Act. We will not receive any of the proceeds
from the sale by the selling stockholders of the shares offered by this
document.
This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with us,
or, if earlier, on the date on which the selling stockholder has sold all of
such selling stockholder's shares.
LEGAL MATTERS
Certain legal matters with respect to the shares of common stock
offered hereby have been passed upon by White & McDermott, P.C., 65 William
Street, Wellesley, Massachusetts 02481. David A. White, a shareholder of such
firm, owns 22,500 shares of our common stock and is the Secretary of Novavax.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
AVAILABLE INFORMATION
We are a public company and file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the following SEC regional offices: 7 World Trade Center, Suite 1300, New York,
New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. You can request copies of these documents by writing to the SEC and
paying a copying fee. Please call the SEC at 1-800-SEC-0330 for more
information about the public reference room operations. Our SEC filings are
also available at the SEC's website at "http://www.sec.gov." In addition, you
can read and copy our SEC filings at the office of the National Association of
Securities Dealers, Inc. at 1735 K Street, Washington, DC, 20006.
Our common stock is listed on the American Stock Exchange. Reports,
proxy and information statements and other information concerning Novavax can
be examined at the American Stock Exchange Inc., 86 Trinity Place, New York,
New York 10006.
This prospectus is part of a registration statement on Form S-3 that
we have filed with the SEC under the Securities Act and therefore omits certain
information contained in the
16
<PAGE> 19
registration statement. We have also filed exhibits and schedules with the
registration statement that are excluded from this prospectus, and you should
refer to the applicable exhibit or schedule for a complete description of any
statement referring to any contract or other document. You may inspect a copy
of the registration statement, including the exhibits and schedules, without
charge at the public reference room or obtain a copy from the SEC upon payment
of the fees prescribed by the SEC.
17
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS - FORM S-3
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be borne by the company in connection with this offering are
as follows:
SEC Registration Fee.........................................$7,266.19
AMEX Listing Fee............................................$17,500
Legal Services and Expenses *...............................$15,000
Accounting Services and Expenses *...........................$3,500
Miscellaneous expenses.........................................$234
Total *.....................................................$43,500.19
------------------------
*Estimated
Item 15. Indemnification of Directors and Officers.
Article NINTH of Novavax's Restated Certificate of Incorporation
provides that a director or officer of the Company (a) shall be indemnified by
the Company against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the Company)
brought against him by virtue of his position as a director or officer of the
Company if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and (b) shall be indemnified by the Company against all
expenses (including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Company brought against
him by virtue of his position as a director or officer of the Company if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company, except that no indemnification
shall be made with respect to any matter as to which such person shall have
been adjudged to be liable to the Company, unless the Delaware Chancery Court
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has
been successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Company against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at
his request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.
<PAGE> 21
Indemnification is required to be made unless the Company determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Company that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Company fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Company
notice of the action for which indemnity is sought and the Company has the
right to participate in such action or assume the defense thereof.
Article NINTH of Novavax's Restated Certificate of Incorporation
further provides that the indemnification prided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Company
must indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his conduct was unlawful, provided
that, in the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such
person shall have been adjudged to be liable to the corporation unless and only
to the extent that the adjudicating court determines that such indemnification
is proper under the circumstances.
The Company maintains insurance under which the insurers will
reimburse the Company for amounts that it has paid to its directors and
officers as indemnification for claims against such persons in their official
capacities. The insurance also covers such persons as to amounts paid by them
as a result of claims against them in their official capacities that are not
reimbursed by the Company. The insurance is subject to certain limitations and
exclusions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
Item 16. Exhibits.
See Exhibit Index, incorporated herein by reference.
<PAGE> 22
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts of events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) to include any material information with respect to
the Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement
<PAGE> 23
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
person of the Registrant pursuant to the General Corporation Law of the State
of Delaware, the Restated Certificate of Incorporation or the By-Laws of
Registrant, indemnification agreements entered into between Registrant and its
officers and directors, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit of proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered. The Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Columbia, State of Maryland on January 4, 2001.
NOVAVAX, INC.
By: /s/ Dennis Genge
-------------------------------------------
Dennis Genge, Vice President
and Treasurer, Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Spears and Dennis W. Genge and
each or any one of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments and registration statements filed pursuant to Rule
462) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection wherewith, ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ John A. Spears President and January 4, 2001
------------------ Chief Executive Officer
John A. Spears and Director
/s/ Dennis W. Genge Vice President and Treasurer January 4, 2001
------------------- Chief Financial Officer
Dennis W. Genge (Principal Financial and
Accounting Officer)
</TABLE>
<PAGE> 25
<TABLE>
<S> <C> <C>
-------------------- Director
Gary C. Evans
/s/ Mitchell J. Kelly Director December 13, 2000
---------------------
Mitchell J. Kelly
/s/ J. Michael Lazarus Director January 3, 2001
----------------------
J. Michael Lazarus
/s/ John O. Marsh, Jr. Director January 3, 2001
----------------------
John O. Marsh, Jr.
/s/ Michael A. McManus Director January 3, 2001
----------------------
Michael A. McManus
/s/ Denis M. O'Donnell Director January 2, 2001
----------------------
Denis M. O'Donnell
/s/ Ronald H. Walker Director January 3, 2001
--------------------
Ronald H. Walker
-------------------- Director
William E. Georges
</TABLE>
<PAGE> 26
EXHIBIT INDEX
The exhibits marked with an asterisk are filed herewith. The remainder
of the exhibits have heretofore been filed with the Commission and are
incorporated herein by reference.
<TABLE>
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement File No. 0-26770 filed September 14, 1995 on
Form 10 (the "Registration Statement").)
4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, File No. 0-26770,
filed March 21, 1997 (the "By-Laws").)
4.3 Specimen stock certificate for shares of common stock, par value $.01
per share. (Incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.4 4% Convertible Senior Note dated December 19, 2000 issued by the
Registrant to King Pharmaceuticals, Inc. (Incorporated by reference to
Exhibit 99.3 to the Registrant's Current Report on Form 8-K, filed
January 2, 2001).
4.5 Agreement and Plan of Merger dated October 4, 2000 between Novavax,
Inc. and the parties identified therein (Incorporated by reference to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed
October 19, 2000).
4.6 Note Purchase Agreement dated as of December 19, 2000 between Novavax,
Inc. and King Pharmaceuticals, Inc. (Incorporated by reference to
Exhibit 99.2 to the Registrant's Current Report on Form 8-K, filed
January 2, 2001).
4.7 Investor Rights Agreement dated December 19, 2000 between Novavax,
Inc. and King Pharmaceuticals, Inc. (Incorporated by reference to
Exhibit 99.4 to the Registrant's Current Report on Form 8K, filed
January 2, 2001).
5.1* Opinion and Consent of White & McDermott, P.C. (Contained in its
opinion filed as Exhibit 5.1 to this Registration Statement)
23.1* Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2* Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1* Power of Attorney. (Included in the signature pages hereto)
* Filed herewith.
</TABLE>
