<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
VICAL INCORPORATED
(Exact name of registrant as specified in its charter)
--------------------------
<TABLE>
<S> <C>
DELAWARE 93-0948554
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
9373 TOWNE CENTRE DRIVE, SUITE 100
SAN DIEGO, CA 92121
(858) 646-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
ALAIN B. SCHREIBER, M.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VICAL INCORPORATED
9373 TOWNE CENTRE DRIVE, SUITE 100
SAN DIEGO, CA 92121
(858) 646-1100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
THOMAS E. SPARKS, JR., ESQ. LANCE W. BRIDGES, ESQ.
JOHN L. DONAHUE, ESQ. ADAM C. LENAIN, ESQ.
ALAN G. SMITH, ESQ. COOLEY GODWARD LLP
PILLSBURY MADISON & SUTRO LLP 4365 EXECUTIVE DRIVE, SUITE 1200
P.O. BOX 7880 SAN DIEGO, CALIFORNIA 92121
SAN FRANCISCO, CALIFORNIA 94120
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
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. / /
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: /X/ 333-92921
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>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE(3)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value..... 575,000 shares $37.50 $21,562,500 $5,692.50
</TABLE>
(1) Includes 75,000 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low price
reported on the Nasdaq National Market on January 19, 2000.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Vical Incorporated (the "Company"), pursuant to Rule 462(b) under the
Act. This Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (File No. 333-92921) relating to the offering
of up to 2,875,000 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on January 21, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds to the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by the bank during regular business hours on January 21, 2000.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-3, and have duly caused this registration statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, State of California, January 20, 2000.
<TABLE>
<S> <C> <C>
VICAL INCORPORATED
By /s/ MARTHA J. DEMSKI
------------------------------------------
Martha J. Demski
VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
SECRETARY AND TREASURER
</TABLE>
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>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive Officer, and
--------------------------------- Director (Principal Executive
Alain B. Schreiber Officer) January 20, 2000
Vice President, Chief Financial
/s/ MARTHA J. DEMSKI Officer, Secretary and Treasurer
--------------------------------- (Principal Financial and Principal
Martha J. Demski Accounting Officer) January 20, 2000
*
--------------------------------- Chairman of the Board of Directors
R. Gordon Douglas, Jr. January 20, 2000
*
--------------------------------- Director
M. Blake Ingle January 20, 2000
*
--------------------------------- Director
Patrick F. Latterell January 20, 2000
*
--------------------------------- Director
Gary A. Lyons January 20, 2000
*
--------------------------------- Director
Dale A. Smith January 20, 2000
*
--------------------------------- Director
Philip M. Young January 20, 2000
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ MARTHA J. DEMSKI
----------------------------
Martha J. Demski
ATTORNEY-IN-FACT
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIALLY NUMBERED PAGE
- --------------------- ----------------------- --------------------------
<C> <S> <C>
5.1 Opinion of Pillsbury Madison & Sutro LLP
(incorporated by reference to Exhibit
5.1 to the Registrant's Registration
Statement on Form S-3 (File No.
333-92921).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pillsbury, Madison & Sutro LLP
(included in its opinion filed as
Exhibit 5.1 to this Registration
Statement).
23.3 Consent of Sterne, Kessler, Goldstein &
Fox P.L.L.C.
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report, and to all references to our Firm, included in or made a part of this
registration statement.
Arthur Andersen LLP
San Diego, California
January 19, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF PATENT COUNSEL
We hereby consent to the use of our name under the caption "Experts" in this
registration statement and prospectus included herein.
/s/ Sterne, Kessler, Goldstein & Fox P.L.L.C.
Washington, D.C.
January 20, 2000
