VICAL INC
10-Q, 1997-08-13
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>

                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

                                 or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                    Commission File Number:  0-21088

                           VICAL INCORPORATED
   ----------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

             Delaware                                93-0948554
   ----------------------------------------------------------------------
   (State or other  jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

   9373 Towne Centre Dr., Suite 100, San Diego, California      92121
   ----------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip code)

                              (619) 453-9900
   ----------------------------------------------------------------------
            (Registrant's telephone number, including area code)

                               Not Applicable
   ----------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since 
   last report)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days  --  Yes  X    No    .
                                                       ---      ---

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

          Class                                 Outstanding at June 30, 1997
          -----                                 ----------------------------
Common Stock, $.01 par value                             15,451,161

<PAGE>

                                VICAL INCORPORATED

                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                   PAGE NO.
                                                                   --------
COVER PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . .    2

PART I.  FINANCIAL INFORMATION
     
     ITEM 1.   Financial Statements

     Balance Sheets as of June 30, 1997, and December 31, 1996 . .      3

     Statements of Operations for the Three Months Ended June 30, 
     1997 and 1996, and for the Six Months ended June 30, 1997
     and 1996. . . . . . . . . . . . . . . . . . . . . . . . . . .      4

     Statements of Cash Flows for the  Six Months ended June 30,
     1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . .      5

     Notes to Financial Statements . . . . . . . . . . . . . . . .      6

     ITEM 2.

     Management's Discussion and Analysis of Financial Condition and
     Results of Operations . . . . . . . . . . . . . . . . . . . . . .  8

     ITEM 3.

     Quantitative and Qualitative Disclosure About Market Risk . . . .  *

PART II.  OTHER INFORMATION

     ITEM 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . .  *

     ITEM 2.  Changes in Securities. . . . . . . . . . . . . . . . . .  *

     ITEM 3.  Defaults upon Senior Securities. . . . . . . . . . . . .  *

     ITEM 4.  Submission of Matters to a Vote of Security Holders. . . 11

     ITEM 5.  Other Information. . . . . . . . . . . . . . . . . . . .  *

     ITEM 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . 11

SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

EXHIBIT LIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

* No information provided due to inapplicability of item.

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS  
     
                               VICAL INCORPORATED            
                                 BALANCE SHEETS                 

     
                                                     June 30,      December 31,
                                                       1997           1996
                                                    (Unaudited) 
                                                   ------------  --------------
ASSETS                                                   
Current Assets:                                          
  Cash and cash equivalents                        $  5,959,523   $ 12,609,277 
  Marketable securities - available-for-sale         36,402,938     34,237,314 
  Receivables and other                               1,564,293      1,925,995 
                                                   ------------   ------------
    Total current assets                             43,926,754     48,772,586
                                                   ------------   ------------ 
     
Property and Equipment:                                        
  Equipment                                           4,903,658      4,635,432 
  Leasehold improvements                              1,521,307      1,235,199
                                                   ------------   ------------ 
                                                      6,424,965      5,870,631 
  Less-Accumulated depreciation and amortization     (4,025,196)    (3,607,724)
                                                   ------------   ------------
                                                      2,399,769      2,262,907 
                                                   ------------   ------------
     
Patent Costs                                          1,205,649      1,091,687 
Deposits and Other Assets                               108,924        312,900 
                                                   ------------   ------------
                                                   $ 47,641,096   $ 52,440,080 
                                                   ------------   ------------
                                                   ------------   ------------
     
LIABILITIES  AND STOCKHOLDERS' EQUITY                          
Current Liabilities:                                           
  Accounts payable and accrued expenses            $    666,584   $    810,384 
  Current portion of capital lease obligations          467,174        455,681 
  Current portion of notes payable                      213,773              - 
  Deferred revenue                                      634,782      1,191,304 
                                                   ------------   ------------
    Total current liabilities                         1,982,313      2,457,369 
                                                   ------------   ------------
     
Long-Term Obligations:                                         
  Notes payable                                         374,104        641,320 
  Long-term obligations under capital leases            960,431        976,164 
                                                   ------------   ------------
    Total long-term obligations                       1,334,535      1,617,484 
                                                   ------------   ------------
     
Stockholders' Equity:                                          
   Common stock, $.01 par value--40,000,000 shares 
     authorized--15,451,161 and 15,396,582 shares
     issued and outstanding at June 30, 1997, and
     December 31, 1996, respectively                    154,512        153,966 
  Additional paid-in capital                         73,122,113     72,904,472 
  Unrealized loss on marketable securities              (38,795)       (48,785)
  Accumulated deficit                               (28,913,582)   (24,644,426)
                                                   ------------   ------------
    Total stockholders' equity                       44,324,248     48,365,227 
                                                   ------------   ------------
Total Liabilities and Stockholders' Equity         $ 47,641,096   $ 52,440,080 
                                                   ------------   ------------
                                                   ------------   ------------

See accompanying notes.

                                      3
<PAGE>

                              VICAL INCORPORATED      
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)             

<TABLE>
<CAPTION>
                                        Three months ended                  Six months ended
                                              June 30,                          June 30,
                                  -----------------------------      --------------------------------
                                      1997              1996             1997                1996
                                  -----------       -----------      ------------         -----------
<S>                               <C>               <C>              <C>                  <C>
Revenues:                                 
  Contract revenue                $   393,351       $   226,228      $  1,194,926         $   509,428
  License/royalty revenue             473,250         3,329,300           798,130           3,566,587
                                  -----------       -----------      ------------         -----------
                                      866,601         3,555,528         1,993,056           4,076,015
     
Expenses:                                    
  Research and development          2,796,978         3,133,421         5,591,412           5,513,839
  General and administrative          880,622           738,719         1,777,212           1,469,021
                                  -----------       -----------      ------------         -----------
                                    3,677,600         3,872,140         7,368,624           6,982,860
                                  -----------       -----------      ------------         -----------
Loss from operations               (2,810,999)         (316,612)       (5,375,568)         (2,906,845) 
Interest income                       597,292           680,036         1,207,369           1,379,052
Interest expense                       53,241            13,011           100,957              27,030
                                  -----------       -----------      ------------         -----------
    Net income (loss)             $(2,266,948)      $   350,413      $ (4,269,156)        $(1,554,823)
                                  -----------       -----------      ------------         -----------
                                  -----------       -----------      ------------         -----------
     
     
Net earnings (loss) per share 
 (Note 2)                         $      (.15)      $       .02      $       (.28)        $      (.10)
                                  -----------       -----------      ------------         ----------- 
     
Shares used in computing net
 earnings (loss) per share
 (Note 2)                          15,447,949        15,791,282        15,435,491          15,377,166
                                  -----------       -----------      ------------         -----------
                                  -----------       -----------      ------------         -----------
     
</TABLE>

See accompanying notes.
                                      4
<PAGE>
                              VICAL INCORPORATED      
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)             

<TABLE>
<CAPTION>
                                                                                  Six months ended
                                                                                      June 30,
                                                                       ----------------------------------
                                                                            1997                 1996
                                                                       -------------        -------------
<S>                                                                    <C>                  <C>       
OPERATING ACTIVITIES:                                                                     
Net loss                                                               $  (4,269,156)        $(1,554,823)
Adjustments to reconcile net loss to net cash provided from                         
  (used in) operating activities:                                                   
    Depreciation and amortization                                            449,207              241,830
    Compensation expense related to stock purchases                                -              103,800
    Write-off of abandoned patent application costs                                -                3,247
Change in operating assets and liabilities:                                         
    Receivables and other                                                    361,702             (492,014)
    Accounts payable and accrued expenses                                   (143,800)             122,112
    Deferred revenue                                                        (556,521)              60,326
                                                                 
                                                                       -------------        -------------
          Net cash provided from (used in) operating activities           (4,158,568)          (1,515,522)
                                                                       -------------        -------------
     
INVESTING ACTIVITIES:                                                               
  Marketable securities                                                   (2,155,634)           1,094,811
  Capital expenditures                                                      (327,835)            (682,071)
  Deposits and other assets                                                  203,976             (517,894)
  Patent expenditures                                                       (132,589)            (151,935)
     
                                                                       -------------        -------------
            Net cash provided from (used in) investment activities        (2,412,082)            (257,089)
                                                                       -------------        -------------
     
FINANCING ACTIVITIES:                                                               
  Principal payments under capital lease obligations                        (243,848)            (181,649)
  Proceeds from note payable                                                       -              641,320 
  Principal payments on note payable                                         (53,443)                   - 
  Issuance of common stock, net                                              218,187              132,593 
     
                                                                       -------------        -------------
            Net cash provided from (used in) financing activities            (79,104)             592,264 
                                                                       -------------        -------------
     
Net decrease in cash and cash equivalents                                 (6,649,754)          (1,180,347)
     
Cash and cash equivalents at beginning of period                          12,609,277            7,174,128 
                                                                       -------------        -------------
     
Cash and cash equivalents at end of period                             $   5,959,523         $  5,993,781 
                                                                       -------------        -------------
                                                                       -------------        -------------
     
     
Supplemental Disclosure of Non-Cash Investing and Financing Activities:             
    Equipment acquired under capital leases                            $     239,608         $   144,673 
                                                                       -------------        -------------
                                                                       -------------        -------------
</TABLE>

See accompanying notes.
                                      5
<PAGE>

                              VICAL INCORPORATED
                        NOTES TO FINANCIAL STATEMENTS

                                 June 30, 1997
                                  (unaudited)

1.   ORGANIZATION AND BASIS OF PRESENTATION

     ORGANIZATION

     Vical was incorporated in April 1987 and has devoted substantially all of
     its resources since that time to its research and development programs. 
     The Company is currently focusing its resources on the development of its
     direct gene transfer and related technologies.
     
     BASIS OF PRESENTATION
     
     The information contained herein has been prepared in accordance with
     instructions for Form  10-Q.  The information at June 30, 1997, and for the
     three-month and six-month periods ended June 30, 1997 and 1996, is
     unaudited.  In the opinion of management, the information reflects all
     adjustments necessary to make the results of operations for the interim
     periods a fair statement of such operations.  All such adjustments are of a
     normal recurring nature.  Interim results are not necessarily indicative of
     results for a full year.  The preparation of financial statements in
     conformity with generally accepted accounting principles requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosures of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenues and expenses during the reporting period.  Actual
     results could differ from those estimates.  For a presentation including
     all disclosures required by generally accepted accounting principles, these
     financial statements should be read in conjunction with the audited
     financial statements for the year ended December 31, 1996, included in the
     Vical Incorporated Form 10-K filed with the Securities and Exchange
     Commission.

2.   NET EARNINGS (LOSS) PER SHARE

     Net earnings (loss) per share for the three-month and six-month  periods
     ended June 30, 1997 and 1996, is computed using the weighted average number
     of common shares and dilutive common equivalent shares, as applicable,
     outstanding during the period.  Common share equivalents represent shares
     issuable upon assumed exercise of stock options, using the treasury stock
     method, which would have a dilutive effect in periods where there are
     earnings.  Common equivalent shares are excluded from the calculation of
     net loss per share as their effect would be antidilutive.  Earnings (loss)
     per share on a fully diluted basis are the same as primary earnings (loss)
     per share for all periods presented.
     
     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 128, "Earnings Per Share."  The
     Company will be required to adopt these new rules effective December 15,
     1997.  Management does not anticipate any significant impact resulting from
     the adoption of this new standard upon current or previously reported
     earnings (loss) per share.

                                      6
<PAGE>
3.   NOTES PAYABLE
     
     In June 1996, the Company entered into  a loan and security agreement with
     a bank for the borrowing of up to $2,500,000.  Borrowings under the line of
     credit were secured by substantially all assets of the Company, and the
     Company was required to comply with certain financial covenants.  In March
     1997, the outstanding borrowings converted to a term loan bearing interest
     at the bank's prime rate (8.5% at June 30, 1997) plus .5%, or the Company
     may alternatively choose to have its outstanding balance bear interest at
     the LIBOR rate plus 3.25%.  The term loan has a three-year amortization
     period.  At June 30, 1997, the loan balance was $588,000, including
     approximately $214,000 reflected in current liabilities.
     
4.   SUBSEQUENT EVENT

     In July 1997, the Company and Pasteur Merieux Connaught ("PMC") began a 
     Phase I clinical trial   of an experimental naked DNA vaccine against 
     the parasite that causes malaria.  The Company and PMC are sponsoring 
     the trial under their Research, Collaboration and License Agreement. 
     Pursuant to the agreement with PMC, a payment of $1,000,000 was received 
     by Vical in July 1997 which  will be recorded as revenue in the third 
     quarter of 1997.

                                      7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW


Vical was incorporated in April 1987 and has devoted substantially all of its 
resources since that time to its research and development programs.  The 
Company is focusing its resources on the development of its direct gene 
transfer and related technologies.  Currently, the Company is developing its 
ALLOVECTIN-7 and LEUVECTIN cancer product candidates internally, while 
developing vaccine product candidates for infectious diseases primarily in 
collaboration with corporate partners Merck & Co., Inc. ("Merck") and Pasteur 
Merieux Connaught ("PMC").  To date, the Company has not received revenues 
from the sale of products.  The Company expects to incur substantial 
operating losses for at least the next several years, due primarily to 
expansion of its research and development programs and the cost of 
preclinical studies and clinical trials.  As of June 30, 1997, the Company's 
accumulated deficit was approximately $28.9 million.
     
In September 1995, the Company commenced Phase II clinical trials of 
ALLOVECTIN-7 at 11 teaching oncology centers in five tumor types: melanoma, 
colorectal carcinoma, renal cell carcinoma, breast carcinoma and 
non-Hodgkin's lymphoma. Treatment of more than 100 patients was completed in 
early 1997.  Initial results, presented in May 1997, indicated potential 
efficacy in certain patients with advanced melanoma.  In October 1996, Vical 
commenced additional multi-center Phase II clinical testing of ALLOVECTIN-7 
in approximately 40 advanced melanoma patients.  If appropriate rates and 
durations of clinical response are observed in these Phase II clinical 
trials, the data could potentially lead to the design and initiation of Phase 
II/III clinical trials to support product license approval submissions.  In 
addition, ALLOVECTIN-7 is being evaluated, either alone or in combination 
with approved cancer therapeutic agents, in several other Phase I/II clinical 
trials.  Initial results from one of these Phase I/II trials, also presented 
in May 1997, indicated potential efficacy in certain patients with inoperable 
head and neck cancer.  A multi-center Phase II trial with ALLOVECTIN-7 in 
approximately 20 patients with inoperable head and neck cancer is expected to 
begin in the second half of 1997.

In April 1995, the Company initiated Phase I/II clinical testing of its 
second gene therapy product candidate, LEUVECTIN, at two clinical centers.  
LEUVECTIN is a gene-based product candidate intended for direct injection 
into tumor lesions of cancer patients.  Upon completion of the trials in 
February 1996, the Company concluded that the gene transfer was effective in 
the majority of patients, the treatment appeared to be safe and 
well-tolerated, and measurable tumor shrinkage was observed in 5 of 23 
patients with various types of advanced malignancies.  In October 1996, the 
Company initiated additional multi-center Phase I/II clinical testing of 
higher doses of LEUVECTIN in approximately 45 patients with advanced 
melanoma, renal cell carcinoma, or sarcoma.  In June 1997, the Company 
initiated a Phase I/II clinical trial with LEUVECTIN in approximately 18 
prostate cancer patients.  Accrual and treatment of patients in the 
additional trials were ongoing at June 30, 1997.

In September 1996, Vical entered into a collaboration with Dr. Ronald Levy of 
Stanford University Medical Center to develop a naked DNA anti-idiotype 
vaccine, VAXID, against low-grade non-Hodgkin's B-cell lymphoma.  The Company 
believes that immunization of post-chemotherapy patients with VAXID could 
result in the elimination of residual disease and the prevention of the 
relapse of disease. VAXID is currently under preclinical development and may 
enter clinical trials in the second half of 1997.

                                      8
<PAGE>

In July 1997, the Company and PMC began a Phase I clinical trial of an 
experimental naked DNA vaccine against the parasite that causes malaria.  The 
Company and PMC are sponsoring the trial under their Research, Collaboration 
and License Agreement.  The trial is being conducted by the U.S. Naval 
Medical Research Institute and the U.S. Army Medical Research Institute of 
Infectious Diseases.  Pursuant to the agreement with PMC, Vical received a 
payment of $1,000,000 in July 1997 which will be recorded as revenue in the 
third quarter of 1997.

There can be no assurance that the Company's product candidates will prove to 
be safe and effective in clinical trials or that any commercially successful 
products will ultimately be developed by the Company.

This Form 10-Q contains, in addition to historical information, 
forward-looking statements.  When used in this discussion, the words 
"expects," "anticipated" and similar expressions are intended to identify 
forward-looking statements.  Such statements are subject to certain risks and 
uncertainties, including whether the Company's product candidates will be 
shown to be safe or efficacious in clinical trials, whether the Company's 
corporate collaborations will be  successful, and whether the Company's 
product candidates will ultimately be successfully developed or receive 
necessary regulatory approvals and other matters discussed in Item 1 under 
the caption "Risk Factors" in the Company's Form 10-K for the year ended 
December 31, 1996 filed with the Securities and Exchange Commission , which 
could cause actual results to differ materially from those projected.  These 
forward-looking statements speak only as of the date hereof.  The Company 
undertakes no obligation to update these forward-looking statements to 
reflect events or circumstances after the date hereof or to reflect the 
occurrence of unanticipated events.  

RESULTS OF OPERATIONS

Revenues of $867,000 were recorded for the quarter ended June 30, 1997, 
consisting of license revenue of $329,000 primarily derived from the PMC and 
Rhone Merieux agreements, contract revenue of $393,000 from PMC and royalties 
amounting to $145,000..  The Company had revenues of $3,555,000 for the 
quarter ended June 30, 1996.  Revenue in the second quarter of 1996 included 
a milestone payment of $1,000,000 as the result of Merck's initiation of a 
Phase I clinical trial of an experimental DNA vaccine against influenza under 
Merck's research, collaboration and license agreement with Vical covering 
potential DNA vaccines.  Also included in the second quarter of 1996 was 
revenue from the exercise of three of five original license options, the 
extension of the option on one of these five vaccine targets, and the 
addition of an option to a sixth target by PMC under its agreement with the 
Company.  Vical received $2.6 million in return for these transactions with 
PMC, of which $2,052,000 was recognized as revenue in the second quarter of 
1996. Revenue in the second quarter of 1996 also included $328,000 of other 
license, contract, and royalty revenue.

Revenues for the six months ended June 30, 1997, were $1,993,000 and, in 
addition to contract and license revenue from PMC and Rhone Merieux, and 
royalty revenue, included a grant from the Department of Defense of $209,000. 
For the six months ended June 30, 1996, revenues were $4,076,000 and 
consisted of $1,000,000 from Merck , $2,390,000 from PMC, and other license, 
royalty and contract revenue totaling $686,000.

The Company's total operating expenses for the quarter ended June 30, 1997, 
were $3,678,000 compared with $3,872,000 for the second quarter of 1996.  
Total operating expenses for the six months ended June 30, 1997, were 
$7,369,000 compared with $6,983,000 for the same period in 1996.

                                      9
<PAGE>

Research and development expenses decreased to $2,797,000 for the three 
months ended June 30, 1997, from $3,133,000 for the same period in 1996.  
This decrease in research and development expenses was due to higher spending 
in 1996 as a result of payments related to license agreements.  This decrease 
in 1997 due to lower expenses for license agreements was partially offset by 
increased research and development activities in 1997.  For the six months 
ended June 30, 1997, research and development expenses were $5,591,000 
compared with $5,514,000 in the same period of 1996.

General and administrative expenses increased to $881,000 for the three 
months ended June 30, 1997, from $739,000 for the same period in 1996.  
General and administrative expenses for the six months ended June 30, 1997, 
increased to $1,777,000 from $1,469,000 for the same period in 1996.  The 
increase was due primarily to additional staffing and related expenses.

Investment income for the three-month and six-month periods ended June 30, 
1997, was $597,000 and $1,207,000, respectively.  Investment income for the 
three-month and six-month periods ended June 30, 1996, was $680,000 and 
$1,379,000, respectively.  The decline was a result of lower cash and 
investment balances.

The net loss was $.15 per share for the three months ended June 30, 1997, 
compared with earnings per share of $.02 for the same period of 1996.  For 
the six months ended June 30, 1997, the net loss was $.28 per share compared 
with a  net loss of $.10 per share  for the same period in the prior year.  
The Company expects to incur losses throughout the remainder of 1997 and to 
report a net loss per share for the year ended December 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, Vical has financed its operations primarily through 
private placements of preferred stock, three public offerings of common 
stock, and revenues from collaborative agreements.  As of June 30, 1997, the 
Company had working capital of approximately $41.9 million compared with 
$46.3 million at December 31, 1996.  Cash and marketable securities totaled 
approximately $42.4 million at June 30, 1997, compared with $46.8 million at 
December 31, 1996.

The Company expects to incur substantial additional research and development 
expense including continued increases in personnel costs and costs related to 
preclinical testing and clinical trials.  The Company's future capital 
requirements will depend on many factors, including continued scientific 
progress in its research and development programs, the scope and results of 
preclinical testing and clinical trials, the time and costs involved in 
obtaining regulatory approvals, the costs involved in filing, prosecuting and 
enforcing patent claims, competing technological and market developments, the 
cost of manufacturing and scale-up, and commercialization activities and 
arrangements.  The Company intends to seek additional funding through 
research and development relationships with suitable potential corporate 
collaborators or through public or private financing.  There can be no 
assurance that additional funding will be available on favorable terms, if at 
all.

If additional funding is not available, Vical anticipates that its available 
cash and existing sources of funding will be adequate to satisfy its 
operating needs through 1998.

                                      10
<PAGE>

PART II.  OTHER INFORMATION
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 On June 10, 1997, the Company held its Annual Meeting of Stockholders.  The 
following actions were taken at the annual meeting.

1.  The following Class II directors were elected:

     a.  Robert C. Bellas, Jr.  13,586,244 shares voted in favor of the 
         nominee, 544,721 withheld their vote.

     b.  Dr. M. Blake Ingle.  13,584,216 shares voted in favor of the 
         nominee, 546,749 withheld their vote.

     c.  Fred A. Middleton.  13,583,174 shares voted in favor of the nominee, 
         547,791 withheld their vote.

     The Company's Class I directors, Alain B. Schreiber, M.D., and Philip M.
     Young, will continue in office until 1999, and the Company's Class III
     directors, Patrick F. Latterell, Dale A. Smith and Gary Lyons will continue
     in office until 1998.

2.  The amendment and restatement of the Company's 1992 stock option plan was 
approved.  Shares voted for the proposal were 10,056,952, with 4,020,059 
shares voted against the proposal and 53,954 shares abstained.

3.  The selection of the Company's independent auditors was ratified.  Shares 
voted in favor of the proposal were 14,019,907, with 92,886 shares voted 
against the proposal and 18,172 shares abstained.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     1.   Exhibits
     
          EXHIBIT 27 Financial Data Schedule

     2.   Reports on Form 8-K
     
               None

                                      11
<PAGE>
                              VICAL INCORPORATED



                                  SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed in its behalf by the 
undersigned thereunto duly authorized.

                                   Vical Incorporated


Date:    August 11, 1997           By:s/Martha J. Demski
                                      ------------------
                                   Martha J. Demski
                                   Vice President and 
                                   Chief Financial Officer
                                   (on behalf of the registrant and
                                   as the registrant's Principal
                                   Financial and Accounting
                                   Officer)


                                      12
<PAGE>
           EXHIBIT
           NUMBER                  DESCRIPTION OF DOCUMENT
           -------                 -----------------------
1.         EXHIBIT 27              Financial Data Schedule

                                      13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1997, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
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